Important Measure August 2018
2019-01-03
一、Amendments to the Regulations Governing Information to be Recorded in the Prospectus by a Trustee Offering Beneficial Securities in a Real Estate Investment Trust or Real Estate Asset Trust
In order to diversify investment instruments of the domestic REIT and align with the amendment of allowing REIT funds to invest in related rights of offshore real estate, the FSC introduced the amendments to certain articles of the Regulations for new disclosure requirements on information related to aforementioned offshore investment instruments on August 21, 2018. The key points of the amendments to the 3 articles of the Regulations are:
1. The cover of a prospectus shall show warnings about investments in offshore real estates, related rights of offshore real estate and information about limitation for investment proportion.
2. The profile of the investment plan in a prospectus shall now disclose the handling process of investments, local regulations and market overview when investing in offshore real estates, related rights of offshore real estate or REIT. Meanwhile, the investment risks incurred by political and economic changes in the regions where the aforementioned offshore instruments invest in shall also be disclosed.
二、Amendments to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies
Considering that the operation of financial holding companies, banks regulated under the Banking Act and insurance companies regulated under the Insurance Act (“financial institutions”) involves deposits of the public and interests of policy holders, and their operation stability may be compromised when minority shareholders manage to acquire the right to manage the company through proxies, the FSC introduced the amendments to the Regulations to enhance requirements on use of proxies in shareholders’ meetings of financial institutions on August 16, 2018. The main points of the amendments are:
1. When election of directors or supervisors is proposed on the shareholders’ meeting agenda held by a financial institution, the solicitor generally has to hold 0.5% of all issued shares of the company for over one year, instead of 0.2% before the amendment; the previous requirement of holding 800,000 issued shares of the company is also revoked.
2. When a shareholder of a financial institution plans to mandate a trust enterprise or shareholder services agent to act as the solicitor, the shareholder now, as the new amendment states, has to hold 10% or more of the total issued shares of the company for over 1 year, and complies with the regulations governing qualifications of majority shareholders set by the Financial Holding Company Act, the Banking Act and the Insurance Act, or not subject to related application procedures specified in these regulations for the mandate.
3. The amendments to Article 5 and 6 of the Regulations about shareholding requirement for the financial institution solicitors will take effect on July 1, 2019, in order to allow the financial industry adapt to these amendments.
三、Amendments to the Regulations Governing CPA Pre-Professional Training and Continuing Professional Education and Article 5 of the Regulations Governing Applications for CPA Certificates and Practice Registration
Amendments to the aforementioned two regulations were announced on August 8, 2018 in line with the announcement of the amended Certified Public Accountant Act. The main points of the amendments are:
1. Regulations Governing CPA Pre-Professional Training and Continuing Professional Education: name changed to Regulations Governing CPA Continuing Professional Education; Article 2 and Articles 5-9 of the existing Regulations have been deleted; in line with amendment to Article 13 of the Certified Public Accountant Act, it is stipulated that a CPA who has completed practice registration is obliged to receive continuing professional education.
2. Regulations Governing Applications for CPA Certificates and Practice Registration: the regulation requiring a CPA to submit documentary proof of completion of pre-professional training when applying for practice registration have been deleted and it is stipulated that a CPA who has completed pre-professional training or has implemented but not completed pre-professional training before the amended provisions of the Certified Public Accountant Act come into effect may still apply for practice registration in the one year transition period.
In order to diversify investment instruments of the domestic REIT and align with the amendment of allowing REIT funds to invest in related rights of offshore real estate, the FSC introduced the amendments to certain articles of the Regulations for new disclosure requirements on information related to aforementioned offshore investment instruments on August 21, 2018. The key points of the amendments to the 3 articles of the Regulations are:
1. The cover of a prospectus shall show warnings about investments in offshore real estates, related rights of offshore real estate and information about limitation for investment proportion.
2. The profile of the investment plan in a prospectus shall now disclose the handling process of investments, local regulations and market overview when investing in offshore real estates, related rights of offshore real estate or REIT. Meanwhile, the investment risks incurred by political and economic changes in the regions where the aforementioned offshore instruments invest in shall also be disclosed.
二、Amendments to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies
Considering that the operation of financial holding companies, banks regulated under the Banking Act and insurance companies regulated under the Insurance Act (“financial institutions”) involves deposits of the public and interests of policy holders, and their operation stability may be compromised when minority shareholders manage to acquire the right to manage the company through proxies, the FSC introduced the amendments to the Regulations to enhance requirements on use of proxies in shareholders’ meetings of financial institutions on August 16, 2018. The main points of the amendments are:
1. When election of directors or supervisors is proposed on the shareholders’ meeting agenda held by a financial institution, the solicitor generally has to hold 0.5% of all issued shares of the company for over one year, instead of 0.2% before the amendment; the previous requirement of holding 800,000 issued shares of the company is also revoked.
2. When a shareholder of a financial institution plans to mandate a trust enterprise or shareholder services agent to act as the solicitor, the shareholder now, as the new amendment states, has to hold 10% or more of the total issued shares of the company for over 1 year, and complies with the regulations governing qualifications of majority shareholders set by the Financial Holding Company Act, the Banking Act and the Insurance Act, or not subject to related application procedures specified in these regulations for the mandate.
3. The amendments to Article 5 and 6 of the Regulations about shareholding requirement for the financial institution solicitors will take effect on July 1, 2019, in order to allow the financial industry adapt to these amendments.
三、Amendments to the Regulations Governing CPA Pre-Professional Training and Continuing Professional Education and Article 5 of the Regulations Governing Applications for CPA Certificates and Practice Registration
Amendments to the aforementioned two regulations were announced on August 8, 2018 in line with the announcement of the amended Certified Public Accountant Act. The main points of the amendments are:
1. Regulations Governing CPA Pre-Professional Training and Continuing Professional Education: name changed to Regulations Governing CPA Continuing Professional Education; Article 2 and Articles 5-9 of the existing Regulations have been deleted; in line with amendment to Article 13 of the Certified Public Accountant Act, it is stipulated that a CPA who has completed practice registration is obliged to receive continuing professional education.
2. Regulations Governing Applications for CPA Certificates and Practice Registration: the regulation requiring a CPA to submit documentary proof of completion of pre-professional training when applying for practice registration have been deleted and it is stipulated that a CPA who has completed pre-professional training or has implemented but not completed pre-professional training before the amended provisions of the Certified Public Accountant Act come into effect may still apply for practice registration in the one year transition period.
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Update：
2019-01-03