Important Measure January 2024
2024-04-12
1. FSC Amends the Regulations Governing the Declaration of Acquisition of Shares in Accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act
An amendment to Articles 43-1 and 183 of the Securities and Exchange Act promulgated on 10 May 2023 lowered the threshold for reporting and announcement of substantial shareholding from 10% to 5%. In response, the Financial Supervisory Commission (FSC) on 30 January 2024 issued an amendment to the Regulations Governing the Declaration of Acquisition of Shares in Accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act. The amendment to the Regulations adjusts related measures to improving reporting efficiency and supervisory performance and will take effect from 10 May 2024. Key points of the amendment to the Regulations are as follows:
(1) The threshold for declaration and public disclosure of substantial shareholding is lowered from 10% to 5% in response to the amendment to Article 43-1 of the Securities and Exchange Act.
(2) The acquirer is currently required to make a public disclosure on the Market Observation Post System (MOPS) website and submit a written declaration form to the competent authority. For the sake of energy conservation and carbon reduction and to improve reporting efficiency, the FSC plans to maintain the current public disclosure method and require acquirers to upload a file of the declaration form to the MOPS website, but without further requiring a written declaration form. Upon the upload, the MOPS will notify the acquiree company, the Taiwan Stock Exchange Corporation (TWSE), or the Taipei Exchange (TPEx).
(3) If the acquirer is a pension or insurance fund managed by the government, it differs from general acquirers in that it shoulders the mission of related policies and is highly related to public welfare. Hence, a special reporting system of filing a declaration and making a public disclosure every half year is applicable to such acquirers, and the reporting requirements are simplified.
(4) To improve supervisory efficiency and the quality of information disclosure, the amendment expressly states that the competent authority may commission the TWSE and the TPEx to handle declarations and public disclosures made by acquirers in accordance with the Regulations.
(5) To ensure the transparency of company shareholdings and legal certainty, the amendment expressly states that if an acquirer (including pension and insurance funds managed by the government) acquires more than 5% but not more than 10% of any public company's total issued shares before the enforcement date of the amendment and continues to hold the shares until the enforcement date of the amendment, the acquirer shall file an initial declaration and make a public disclosure within 10 days from the enforcement date of the amendment. Also, considering the burden of declaration and the benefits of disclosing shareholding information, the matters to be specified in the initial declaration and public disclosure are simplified.
2. FSC Issues Interpretive Order Amending Provisions Under Article 36-2 of the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets
Considering the increasingly important impact of information security protection on the overall operation of the securities and futures industry, and in line with the policies of the FSC's Financial Cyber Security Action Plan 2.0, the FSC issued an order on 4 January 2024 reducing the thresholds at which securities firms, futures commission merchants, and securities investment trust and consulting enterprises are required to appoint a chief information security officer (CISO). Under the order, appointing a CISO is now a requirement for securities firms with paid-in capital of NT$ 4 billion, for futures commission merchants with paid-in capital of NT$ 1 billion and at which electronically placed orders furthermore reach a certain percentage rate, and for securities investment trust and consulting enterprises with average monthly onshore and offshore managed assets of NT$ 500 billion or more in the preceding fiscal year.
Visitor:
2518
Update:
2024-05-15