不動產證券化條例

This Act is enacted for the purpose of developing the national economy, improving the liquidity of real estate through securitization, providing additional fund-raising channels for real estate so as to efficiently develop and utilize real estate, promoting environmental quality, activating the real estate market, and protecting investment.

The securitization of real estate shall be governed by the provisions of this Act; matters not fully provided for in this Act shall be governed by other laws.

1The competent authority as referred to in this Act shall be the Financial Supervisory Commission.

2Where matters governed by this Act are related to those administered by the authority in charge of the target enterprise concerned, the competent authority and the authority in charge of the target enterprise concerned shall jointly administer such matters.

1The terms used in this Act are defined as follows:

21.“Real estate” shall mean land, construction improvements, roads, bridges, tunnels, rails, wharfs, parking lots, as well as other structures of economic value affixed to land and appended facilities thereto, provided such facilities, if separated from the land and structures affixed to land, cannot create value alone, thereby resulting in impairment of the value of the land and structures affixed to it.

32.“Related rights of real estate” shall mean superficies and other rights approved by the central authority in charge of the target enterprise concerned.

43.“Real estate related securities” shall mean the beneficiary securities or asset-backed securities issued or delivered by a trustee or a special-purpose company in accordance with this Act or the Financial Assets Securitization Act, where the asset pool contains real estate, related rights of real estate or mortgage secured by real estate.

54.“Securitization” shall mean an act by which a trustee establishes a real estate investment trust (REIT) or real estate asset trust (REAT) pursuant to the provisions of this Act, and acquires funds from issuing beneficiary securities to non-specific persons through public offering or delivering beneficiary securities to specific persons through private placement.

65.“Real estate investment trust (REIT)” shall mean a trust established pursuant to the provisions of this Act to invest in real estate, related rights of real estate, real estate related securities, as well as other investment objects approved by the competent authority, whereby the beneficiary securities of REIT are issued to non-specific persons through public offerings or delivered to specific persons through private placement.

The beneficiary securities publicly offered or privately placed pursuant to the provisions of this Act shall be under the category of other securities approved by the competent authority as defined in Article 6 of the Securities and Exchange Act.

1To publicly offer or privately place REIT beneficiary securities, the trustee shall submit the following documents to the competent authority for approval or effective registration. The regulations governing the review process, requirements for approval or effective registration, and other matters of compliance shall be prescribed by the competent authority:

21. The REIT plan;

32. The REIT contract;

43. A comparison table of the REIT contract and the standard contract specimen;

54. The prospectus or investment memorandum;

65. Documentation evidencing that the operating and managerial personnel of the REIT fund are in compliance with the regulations prescribed by the competent authority;

76. Namelist, documentation of qualifications, and consent letter (to the appointment) of the trust supervisor, if any;

87. Minutes of the resolution adopted by the trustee’s board of directors for public offering or private placement of REIT beneficiary securities;

The Trustee that plans to publicly offer or privately place REIT funds overseas for domestic real estate investment shall apply for the approval of the Central Bank prior to the application for approval or effective registration of public offering, additional offering, or private placement.

1A REIT plan shall contain the following particulars:

21. Name and address of the trustee; where a real estate management institution is appointed to manage or dispose of the trust property, the name and address of the appointed institution; and names and addresses of the promoters and arranger, if applicable;

32. Name and duration of the REIT fund;

43. Matters concerning REIT beneficiary securities are as follows:

5(1) The total amount of the REIT fund to be publicly offered or privately placed and the total units of beneficial interests; and

6(2) Methods and dates of issuance or delivery, the amount of purchasing each unit of beneficial interests, expenses, and transfer restrictions of REIT beneficiary securities;

74. Conditions under which the publicly offered or privately placed REIT fund is established or not established, and method of handling in case the REIT fund is not established;

85. Valuation method, valuation bases, and expert opinions regarding the expected income of the trust property;

1The trustee shall operate the REIT business in accordance with the REIT plan approved by or effectively registered with the competent authority.

2The trustee, after publicly offering or privately placing REIT beneficiary securities, shall not alter the REIT plan unless with the resolution of the beneficiaries’ meeting as well as the approval of, or effective registration with the competent authority. However, if the alteration has no significant impact on the rights and interests of the beneficiaries, such alteration may be made with the approval of, or effective registration with the competent authority.

3The application or registration as referred to in the preceding paragraph shall be made in an application form or registration form, which shall expressly state the contents of and reasons for the alteration, together with the following documents:

41. The REIT plans before and after the alteration as well as the corresponding comparison table;

52. Minutes of the beneficiaries’ meeting, which is exempted if the alteration meets the condition prescribed in the proviso of the preceding paragraph;

63. Evaluation and expert opinions on whether or not the alteration has any significant impact on the rights and interests of the beneficiaries; and

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1The REIT contract shall be made in written form and contain the following matters:

21. name and address of the Trustee: where a real estate management institution is appointed to manage or dispose of the trust property, the name and address of the institution is so appointed as trustee;

32. name and duration of the REIT Funds;

43. the total par value of the REIT Funds publicly offered or privately placed and the total units of beneficial interests;

54. methods and dates of issuance or delivery, amount of purchasing each unit of beneficial interests, expenses, and transfer restrictions of REIT Beneficial Securities;

65. obligations and duties of the Trustee and the real estate management institution appointed to manage or dispose of trust property, if any;

76. basic principles, scope, and investment strategies of the utilization of the REIT Funds;

87. matters of the REIT Funds regarding borrowed money and the corresponding upper limit as well as idle funds;

The provisions under Chapter 2, Section 7 of the Financial Asset Securitization Act shall apply mutatis mutandis to the alteration and termination of the REIT contract unless otherwise provided for in the trust contract and recorded in the prospectus or the investment memorandum.

1The Trust Trade Association shall stipulate a standard contract model for REIT Funds publicly offered by the Trustee and submit to the competent authority for approval.

2With regard to the REIT Funds publicly offered by the Trustee, the stipulation and alteration of the REIT contract regarding the extent of the protection of the beneficiary’s rights and interests shall not be lower than that defined in the standard contract model for REIT Funds approved by the competent authority.

1The Trustee may conduct a private placement of REIT Beneficial Securities to the following objects:

21. banking enterprises, finance bills enterprises, trust enterprises, insurance enterprises, securities enterprises or other juristic persons or institutions approved by the competent authority; or

32. natural persons, juristic persons or funds that meet the requirements as prescribed by the competent authority.

4The total subscribers as referred to in subparagraph 2 of the preceding paragraph shall not exceed thirty-five (35) persons.

5The Trustee shall have the obligation of providing financial, business or other information regarding the private placement for the reasonable requirements made by the objects described in paragraph 1, subparagraph 2 prior to the completion of the private placement.

6The Trustee shall report to the competent authority for the record within fifteen (15) days after the date when the purchase price payment of REIT Beneficial Securities is completed.

7The transfer limitations of privately placed securities shall be explicitly noted on the REIT Beneficial Securities, and recorded in related written documents delivered to the subscriber or purchaser.

1After the application or registration of the public offering of REIT Funds is approved or effectively registered with the competent authority, the Trustee shall commence the offering within three (3) months upon the receipt of the written approval or after the date when the registration takes effects; provided, that those with reasonable reasons may apply to the competent authority for an extension prior to the expiry date. The extension shall not be longer than three (3) months and shall be granted once only.

2The Trustee shall report to the competent authority for the record within five (5) business days after the offering of the REIT Funds is completed.

3If the Trustee fails to collect the minimum amount raised for the establishment of the REIT Funds at the expiration of the fund offering duration, the Trustee shall inform the beneficiaries in written form and submit to the competent authority for the record within ten (10) business days after the expiration of fund offering duration, and shall manage the consequent matters in accordance with the REIT plan.

1When a trustee publicly offers beneficiary securities according to the REIT plan, the trustee shall provide the subscribers or purchasers with a prospectus in a manner prescribed in the Securities and Exchange Act.

2When a trustee privately places beneficiary securities, the trustee shall provide the subscribers or purchasers with an investment memorandum in a manner prescribed by the competent authority.

3The guidelines for information to be published in the prospectus in paragraph 1 hereof and the investment memorandum as referred to in the preceding paragraph shall be prescribed by the competent authority.

The REIT Funds shall be only subject to Closed-End Funds, provided that Open-End Funds attached with repurchasing time, quantity or other limits may be collected with the approval of the competent authority.

1The investment or utilization of a REIT fund shall be limited to the following objects:

21. Real estate under development or generating stable income;

32. Related rights of real estate under development or generating stable income;

43. Real estate related securities;

54. Scope of utilization as prescribed in Article 18; and

65. Other investment or utilization objects approved by the competent authority.

7The minimum investment or utilization ratio of a REIT fund in cash, government bonds and investment objects set forth in the preceding subparagraphs 1 to 3 shall be prescribed by the competent authority.

8The investment of a REIT fund in securities set forth in Article 6 of the Securities and Exchange Act shall not exceed a certain ratio and amount of the offering limit. The certain ratio and amount shall be prescribed by the competent authority.

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1The utilization of idle funds of the REIT Funds shall be limited to the following objects:

21. bank deposits;

32. purchase of government bonds or financial bonds;

43. purchase of treasury bills or negotiable certificates of time deposits;

54. purchase of commercial papers with a credit rating above the certain level or guaranteed or accepted by banks with a rating above the level stipulated by the competent authority; or

65. purchase of other financial products approved by the competent authority.

1A trustee may borrow money with the trust property pursuant to the REIT fund contract; however, the purposes of the borrowing shall be limited to that needed for the acquisition, development or operation of the real estate or related rights of real estate, or that for the distribution of profits, interests or other proceeds.

2A trustee has the discretion to hypothecate the mortgage or other security interests for the trust property within the scope of the borrowed money. The owner of security interests is only entitled to petition the court for compulsory execution against the trust property within the extent of hypothecation of real estate mortgage or other security interests.

3With regard to the money borrowed by a trustee pursuant to paragraph 1 hereof, the trustee shall make announcements on the local daily newspapers circulated at the place of its principal office or in other manners prescribed by the competent authority within two (2) days after the contract of borrowing enters into force.

4To ensure the financial health of REIT funds, the competent authority may prescribe an upper limit of the ratio for the money borrowed by the trustee pursuant to paragraph 1 hereof. When the money borrowed exceeds the upper limit, the trustee shall make adjustments within the time prescribed by the competent authority

To ensure the liquidity of the REIT Funds, the competent authority may prescribe the liquidity asset range and ratio of the REIT Funds.The Trustee which fails to achieve such ratio shall make adjustments within the time prescribed by the competent authority.

1The guidelines of REIT Beneficial Securities, such as distribution, contract conclusion, information disclosure, risk management, internal auditing, and internal control, shall be enacted by the Trust Association along with other related associations and be submitted to the competent authority for approval.

2The Trustee shall engage in the REIT business pursuant to the guidelines as referred to in the preceding paragraph.

1The Trustee shall ask a Professional Appraiser for an appraisal report pursuant to the Real Estate Appraiser Act prior to utilizing the REIT Funds for the trade of real estate or related rights of real estate for the above certain amount prescribed by the competent authority.

2The competent authority of real estate appraisal or the Real Estate Appraiser Association shall prescribe a standard for the appraisal report as referred to in the preceding paragraph.

3The Trustee shall be in compliance with the following provisions when appointing Professional Appraisers for appraisal reports:

41. the same trade with the amount of over Thirty Million New Taiwan Dollars (NT$ 300,000,000) shall be appraised by more than two Professional Appraisers. Provided that there is a more than 20% difference among the price appraisals of the professional appraisers on the same date, the Trustee shall proceed pursuant to Article 41 of the Real Estate Appraiser Act;

52. with regard to the appraisal prior to the effective date of the trade contract, the interval between the date of value and the effective date of the contract shall not be over six (6) months;

63. the Professional Appraiser and appraising personnel shall not be related parties or substantively related parties, as prescribed in Number 6 of the Financial Accounting Standards Gazette, to the trading parties.

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1To utilize the REIT fund, a trustee shall make investment decisions based on the investment analysis report, put them into execution, produce the investment decision records and implementation records, and submit the review reports to the board of directors periodically.

2The investment analysis report as referred to in the preceding paragraph shall contain analysis essentials, bases and suggestions. The investment decision record shall contain the types and quantities of invested objects and the timing of investment. The implementation record shall contain actual investments or the types, quantities, and prices of objects traded and the time of trading, and explain the reasons for the disparity between the decision and the actual investment or trading.

3With regard to the utilization of the REIT fund, whether the trust property is managed or disposed of by the trustee itself or an appointed real estate management institution, the trustee shall prepare a written management report according to the planning, acquisition, development, sale and operational phases, and shall submit the respective review report of each phase to the board of directors every quarter.

4The written information referred to in the preceding three paragraphs shall be recorded sequentially and retained in file by the trustee; the period of retention shall not be less than five (5) years from the expiration date of the trust.

With regard to the REIT trust property, when all or part of it is leased pursuant to the trust contract, the rent may not be subject to Article 97, paragraph 1 of the Land Act; and the term of the lease may not be subject to twenty (20) years as prescribed in Article 449, paragraph 1 of the Civil Code, but shall not be longer than the duration of the trust contract.

1The Trustee shall publicly offer or privately place and invest or utilize the REIT Funds pursuant to this Act, the REIT plan, the REIT contract, and the following provisions:

21. shall not provide guarantee, make loans or provide security unless otherwise provided for in this Act;

32. shall not engage in securities margin transactions;

43. shall not trade with respect to the REIT Funds and REAT established by the Trustee;

54. the total amount of money invested in short-term bills of any company shall not be over 10% of the REIT Fund net asset value at the date of investment;

65. the deposit in the same financial institution and the total investment amount of bonds or short-term bills issued, guaranteed or accepted by such financial institution shall not be over 20% of the REIT Fund net asset value at the date of investment and 10% of such financial institution’s net value;

76. The total investment amount of Beneficial Securities and Asset-Backed Securities issued or delivered by other Trustees or special purpose companies pursuant to this Act or the Financial Asset Securitization Act shall not be over 20% of the REIT Fund net asset value at the date of investment;

1The trust asset assessment committee established by the Trustee pursuant to Article 21 of the Trust Enterprise Act, shall at least assess the trust property of the REIT Funds once every three (3) months and announce in the daily local newspapers circulated at the place of its principal office or in other ways prescribed by the competent authority after reporting to the board of directors.

2When necessary or pursuant to the provisions of the REIT Contract, the trust asset assessment committee may request Professional Appraisers or experts for related appraisal reports or opinions as the reference of trust property assessment.

3The Professional Appraisers or experts referred to in the preceding paragraph shall not be the related parties or substantively related parties, as prescribed in Number 6 of the Financial Accounting Standards Gazette, to the Trustee.

4The Trust Association shall enact the assessment principles and calculation standards for the assessment and net asset value calculation of the REIT Fund trust property and submit the same to the competent authority for approval.

5The Trustee shall calculate the REIT Fund net asset value pursuant to the net asset value calculation standards approved by the competent authority as referred to in the preceding paragraph, relevant laws and regulations, and generally accepted accounting principles.

6The Trustee shall calculate each business day and make announcements regarding the REIT Fund net asset value of each beneficial interest unit in the previous business day in the daily local newspapers circulated at the place of its principal office or in other ways prescribed by the competent authority. However, the asset value of the real estate or other trust property, which has no major alteration and has no major impact on the net asset value of the Funds during the announcement period, may replace the asset value re-assessment calculation of the real estate or trust property with the attachment disclosure pursuant to the REIT contract.

1The REIT Funds publicly offered or privately placed by the Trustee shall possess independent accounting, and the Trustee shall not make inter-item transfers with self-owned property or other trust property.

2The account book constitution of the REIT Funds shall comply with relevant laws and regulations as well as self-discipline standards; the retaining method and period shall be managed pursuant to the Business Accounting Act and other related regulations.

1The Trustee may charge the beneficiaries handling fees and remuneration for business management of the REIT or deduct such amount from the trust property of the REIT for such payment.

2If the Trustee engages in the business of REIT, the expenses and taxes derived from the utilization and management may be directly deducted from the trust property for payment.

3The proceeds derived from the REIT investment, which shall be distributed pursuant to the REIT contract, shall be distributed within six (6) months after the end of each fiscal year.

1To publicly offer or privately place REAT beneficiary securities, the trustee shall submit the following documents to the competent authority for approval or effective registration. The regulations governing the review process, requirements for approval or effective registration, and other matters of compliance shall be prescribed by the competent authority:

21. The REAT plan;

32. The REAT contract;

43. A comparison table of the REAT contract and the standard contract specimen;

54. The prospectus or investment memorandum;

65. Documentation evidencing that the operating and managerial personnel of the REAT fund are in compliance with the regulations prescribed by the competent authority;

76. Namelist, documentation of qualifications, and consent letter (to the appointment) of the trust supervisor, if any;

87. Minutes of the resolution adopted by the trustee’s board of directors for public offering or private placement of REAT beneficiary securities;

1The property rights transferred pursuant to a REAT contract shall be limited to those prescribed in subparagraphs 1 and 2, paragraph 1 of Article 17 herein. The trust property of publicly offered REAT beneficiary securities shall be limited to real estate or related rights of real estate with stable income.

2The trustor shall cancel the lien registration on the property rights referred to in the preceding paragraph and submit related documentation to the trustee; in case the trustor is unable to cancel the registration for any reason, the trustor shall submit a letter of consent notarized by a notary public stating that the mortgagee will not exercise the lien during the duration of the trust contract.

3The trustor shall provide the trustee with written documents of debt details and specify a period of more than one (1) month to notify the creditors of any objection during such period and submit the documents of such objection to the trustee.

1A REAT plan shall contain the following particulars:

21. Names and addresses of the trustee and trustor; where a real estate management institution is appointed to manage or dispose of the trust property, the name and address of the appointed institution; and name and address of the arranger, if applicable;

32. Name and duration of the REAT fund;

43. Matters concerning the REAT beneficiary securities are as follows:

5(1) The total amount of the REAT fund to be publicly offered or privately placed and the total units of beneficial interests;

6(2) The agreement, the seniority of payment and duration of beneficial interests, when publicly offering or privately placing beneficiary securities of different kinds or durations;

7(3) Methods and dates of issuance or delivery, amount of purchasing each unit of beneficial interests, expenses, and transfer restrictions of REAT beneficiary securities;

8(4) Conditions under which the publicly offered or privately placed REAT fund is established or not established, and method of handling in case the REAT fund is not established;

1The Trustee shall operate the REAT businesses pursuant to the REAT plan approved by or effectively registered with the competent authority.

2The Trustee, with the completion of the public offering or private placement of REAT Beneficial Securities, shall not alter the REAT plan without the resolution of the beneficiaries’ meeting and the approval of or effective registration with the competent authority, provided that the alteration without any substantial impact on the rights and interests of the beneficiaries may be made with the approval of or effective registration with the competent authority.

3The application or registration as referred to in the preceding paragraph shall be made in an application form or registration form, which shall expressly state the contents and reasons for the alteration, along with the following documents:

41. REAT plan with and without alteration and the corresponding comparison tables;

52. minutes of the beneficiaries’ meeting. Where the alterations fall within those prescribed in the proviso of the preceding paragraph, the minutes may be exempted;

63. evaluation and expert opinions on whether or not the alteration has any significant impact on the rights and interests of the beneficiaries; and

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1The REAT Contract shall be made in written form and contain the following matters:

21. purpose of the trust;

32. duration of the trust contract;

43. type, content and price amount of the trust property appraised pursuant to Article 34 hereof;

54. obligations of the trustor and the matters that shall be informed to the Trustee;

65. management and disposal methods of the trust property: where a real estate management institution is appointed to manage or dispose of the trust property, the name, obligations and duties of the institution are needed;

76. distribution methods of the trust property principal or profits, interests and other proceeds accrued therefrom;

87. content, the order of priority of payment and duration of Beneficial Securities with different types or durations;

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The Trustee shall request the Professional Appraiser to provide an appraisal report regarding the trust property of the REAT pursuant to the provisions of the Real Estate Appraiser Act prior to filing an approval application to or an effective registration with the competent authority in accordance with Article 29 hereof.

1With the agreement in the trust contract, the rent therefrom is not subject to provisions in paragraph 1, Article 97 of The Land Act, whereas the term of the lease is not subject to the limitation of twenty (20) years set forth in paragraph 1, Article 449 of the Civil Code.

2Where the trust property agreed in a REAT contract must be returned to the trustor at the end of the trust, the consent of the trustor shall be acquired in advance, provided the term of the lease on the trust property surpasses the duration of the trust contract. The preceding paragraph does not apply if the lessee is the trustor.

In case the trustor of the REAT is the related party to the Trustee, the Trustee shall not issue Beneficial Securities of such REAT in accordance with this Act. However, in the situation where there are several trustors and the percentage of related trustor s’ total trust property and security interests is less than20%, it shall not be subject to this Article.

Article 7, Articles 11 to 15, Article 18, Article 19, Article 21, paragraphs 2 and 3 of Article 22, Articles 23, Article 25 to 28 hereof shall apply mutatis mutandis to REAT.

1Before the issuance or delivery, the Beneficial Securities shall be serialized, contain the following items, bear the signature and/or seal of the representative of the Trustee, and be certified by a certification agency:

21. annotations expressly stating that it is a REIT or REAT Beneficial Securities;

32. issuance or delivery date and maturity date;

43. total issuance amount;

54. name or title of the trustor of the REAT;

65. name and address of the Trustee;

76. names or titles of the beneficiaries;

87. content of rights evidenced and other relevant matters;

98. duration of the trust contract;

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1The exercise and transfer of REIT or REAT beneficial interests shall be made against the beneficiary securities evidencing such beneficial interests.

2The REIT or REAT beneficiary securities shall meet the particular requirements for the headcount of holders, and the amount and percentage of holding; for holders that do not conform to the requirements, their exercise of voting right and distribution of trust profits based on the beneficial interests held may be restricted.

3The regulations governing the aforementioned head count of holders, the amount and the percentage of holding, and restrictions shall be prescribed by the competent authority.

1Beneficial Securities shall be in registered form, and the transfer thereof shall be made in endorsement. Such transfer shall not be held valid against the Trustee unless the Trustee has been informed of the name or title and address of the transferee.

2The transfer of the Beneficial Securities shall not be held valid against any third party unless the name or title of the transferee has been recorded on the Beneficial Securities.

3If the Beneficial Securities are issued or delivered through a book-entry system, no physical securities are required to be printed, and the transfer, settlement of trades and pledge thereof shall be handled in accordance with Article 43 of the Securities and Exchange Act.

The transferee of Beneficial Securities succeeds to the rights and obligations of the trustor pursuant to the type, content and order of priority of beneficial interests evidenced by the Beneficial Securities, unless the REAT contract provides otherwise regarding the trustor’s obligations.

1The proceed distribution claims of the Beneficial Securities holders shall be extinguished in case of no exercise within five (5) years from the issuance date. Such proceeds shall be merged into the trust property.

2In addition to the preceding provisions, with regard to other delivery based on Beneficial Securities, the extinguishment limitation of the claims shall be fifteen (15) years.

1When the Beneficial Securities are lost, the beneficiary may apply to commence public summons procedures.

2After commencing public summons procedures, the applicant may provide appropriate security and request the Trustee to perform its obligations under such Beneficial Securities.

When issuing or delivering Beneficial Securities in accordance with this Act, the Trustee may enhance the credibility of domestic and foreign financial institutions or juristic persons in terms of guarantee, acceptance, partial asset change or other means pursuant to the REIT plan or REAT plan.

Where the credit of the Beneficial Securities issued or delivered by the Trustee pursuant to this Act is rated or is enhanced by a credit rating institution, the result of rating and the method of credit enhancement shall be described in the prospectus, investment memorandum, or other documents prescribed by the competent authority without any false statements or concealments.

1completion of the execution of the REIT or REAT plan, produce the following CPA-certified statements and report on the REIT fund or the trust property of the REAT, report the same to the trust supervisor and notify the beneficiaries of the same:

21. Balance sheet.

32. Statement of income.

43. Report on the management and utilization of trust property.

5The statements mentioned in the preceding paragraph must be free of misrepresentation and concealment.

6For a completed REIT plan or REAT plan, the trustee is not required to produce annual statements and reports for the fiscal year, provided it has produced statements and reports for the completed execution of the plan as required in paragraph 1 hereof, and the contents of such statements and reports are sufficient to cover the information to be presented in the annual statements and report for the fiscal year.

7Where a trustee has produced statements and reports for the completed execution of a REIT or REAT plan as required in paragraph 1 hereof before April 30 of the year, and the contents of such statements and reports are sufficient to cover the information to be presented in the annual statements and report for the previous fiscal year, the trustee is not required to produce annual statements and report for the previous fiscal year.

Beneficial Securities issued pursuant to this Act may apply for listing in the securities exchange or trading in securities dealer business offices pursuant to relevant laws and regulations governing securities.

With respect to the REIT and REAT established pursuant to this Act, the Beneficial Securities of private placement shall not be subject to Article 19, paragraphs 3 and 4, Articles 20, 22, 23, Article 25, paragraph 1, subparagraphs 4 to 7, and Article 26 hereof.

1In the event the prospectus or investment memorandum contains false information or omissions in its material contents, the following parties, within the scope of their responsibilities, shall be held jointly liable with the trustee for damages sustained by bona fide counterparties therefrom:

21. The promoters and their responsible person.

32. The trustor of REAT and its responsible person.

43. The arranger and its responsible person.

54. The real estate management institution and its responsible person.

65. The trustee and its responsible person.

76. The promoter and the staff of REAT trustor who have signed their names on the prospectus or the investment memorandum to corroborate part or all of the contents therein.

87. The underwriter of beneficiary securities.

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Article 20, provisions in Section 3 of Chapter 2, and Article 42 of the Financial Asset Securitization Act shall apply mutatis mutandis to beneficiary securities issued or delivered through real estate securitization, unless it is otherwise provided for in the trust contract and stated in the prospectus or investment memorandum.

1To protect the rights and interests of the beneficiaries, a trustee may appoint a trust supervisor pursuant to the REIT contract or REAT contract and apply, mutatis mutandis, paragraphs 2 and 3 of Article 28, Article 29, and Articles 31 to 33 of the Financial Asset Securitization Act.

2The trust supervisor shall not be the promoter or a related party, staff, or employee of the trustee, or the trustor of the REAT.

The retrieve made by the Trustee in accordance with the trust contract or sales of Beneficial Securities issued or delivered pursuant to this Act shall be exempted from the securities transaction tax.

1The trust interest of Beneficial Securities publicly offered or privately placed pursuant to this Act shall be distributed annually.

2The distributed trust interest as prescribed in the preceding paragraph shall be the beneficiaries’ income and subject to the income tax on interest, and shall not be counted into the corporate income of the Trustee.

3When distributing the interest as referred to in paragraph 1 hereof, the Trustee shall withhold the income tax in accordance with the applicable withholding rate, and such interest shall be separately taxed and will not be consolidated into the gross personal income or gross corporate income of the beneficiaries.

When a REIT or REAT employs land as the trust property and the underlying asset to publicly offer or privately place Beneficial Securities, the Trustee shall be the taxpayer for the land value tax of such land during the existence of the trust relationship. The calculation of the tax payable shall be based on all trust land of such trust plan within the same municipality or county (city) to jointly calculate the total amount of land value and in accordance with the tax rate as prescribed under Article 16 of the Land Tax Act to calculate land value tax payable.

In case the trust land may not be returned to the trustor after the trust is terminated in accordance with the REAT contract, when transferring the rights of such land at the constitution of the trust act, the trustor shall be the taxpayer, subject to the land increment tax, inapplicable to Article 28-3 of the Land Tax Act.

The depreciation cost of constructions invested through the REIT or the REAT plan may be calculated with an extended period of one-half of the service life as described in the Table of Service Life of Fixed Assets. However, the period of those to be set aside with a selected extended service life shall not be altered afterward.

1For the necessary protection of public interest or the rights and interests of the beneficiaries, the competent authority may assign its personnel or appoint an appropriate institution with the authority in charge of the target enterprise concerned, with regard to the execution situation and other relevant matters of the REIT plan or the REAT plan, to inspect the business, financial or other relevant matters of the Trustee, real estate management institution, trustor or other related parties of the REAT funds, or may order the aforementioned inspected parties to submit financial statements, list of property, or other relevant information and reports within a prescribed period.

2If necessary, the competent authority may appoint a professional or a technician to examine the inspected matters, statements, or information prescribed in the preceding paragraph and issue a report to the competent authority. The expenses shall be borne by the inspected party.

3The guidelines for appointing the professional or technician to conduct the examination set forth in the preceding paragraph shall be further prescribed by the competent authority.

1When the Trustee operates the trust business in violation of the provisions of this Act, the REIT plan, or the REAT plan, the competent authority may remove the Trustee and order the original Trustee to transfer said business and the trust property to the new Trustee or apply, mutatis mutandis, Article 44 of the Trust Enterprise Act.

2The transferred Trustee as prescribed in the preceding paragraph shall make announcements in the daily local newspapers circulated at the place of its principal office or in other ways prescribed by the competent authority, within two (2) days after the business and the trust property are transferred.

1Where the real estate management institution has one of the following situations and fails to make corrections within a given time period as notified by the trustee, the trustee may terminate the appointment agreement and transfer the appointed matters to another real estate management institution, without being restricted by the original appointment agreement, and report the matter to the competent authority for reference after the termination of appointment:

21. Violation of the matters agreed in the appointment agreement; or

32. Severe deficiencies in the business or finance.

4The real estate management institution shall settle and transfer the business and finance related to the appointed matters within a time period given by the trustee when the appointment agreement is terminated pursuant to the preceding paragraph hereof. Where the real estate management institution fails to settle and transfer within the given time period, the trustee may proceed with the settlement by itself, and the results of the settlement are binding to the real estate management institution.

5Machinery and other Articles left on the managed real estate by the real estate management institution shall be removed within a given time period. Where the real estate management institution fails to do so, such Articles shall be deemed abandoned, and the trustee may dispose of those Articles by itself at the expense of the real estate management institution.

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1When the Trustee operates the REIT or REAT business pursuant to this Act with any of the following circumstances, Article 41 of the Trust Enterprise Act shall apply mutatis mutandis:

21. convening a beneficiaries’ meeting pursuant to this Act;

32. failing to distribute trust interest in accordance with the REIT plan or the REAT plan; or

43. other significant matters sufficient to impact the rights and interests of the beneficiaries.

5Where any of the circumstances as prescribed in the preceding paragraph and Article 41 of the Trust Enterprise Act occurs when the Trustee operates the REIT or REAT business pursuant to this Act, if such trust has appointed a Trust Supervisor, said Trust Supervisor shall be informed.

1If any of the following circumstances, the person(s) responsible for such act shall be punished with imprisonment for not less than one (1) year and not more than seven (7) years, and a criminal fine of not more than Ten Million New Taiwan Dollars (NT$ 10,000,000):

21. an enterprise not qualified as a Trustee as provided for in Article 4, paragraph 2 hereof serves as a Trustee for the REIT or REAT and offers/issues Beneficial Securities; or

32. the Trustee offers and issues Beneficial Securities without the approval of or effective registration with the competent authority, in violation of Article 6, paragraph 1 or Article 29, paragraph 1 hereof.

1In case of any of the following events that cause damage to the public, other persons, or the trust property, the person(s) responsible for such act shall be punished with imprisonment for not less than six (6) months and not more than five (5) years, and in addition, a fine of not more than Three Million New Taiwan Dollars (NT$3,000,000):

21. Documents or information contained therein provided by the trustee pursuant to paragraph 1 of Article 6, paragraph 1 of Article 8, paragraph 3 of Article 9, Article 15, paragraph 1 of Article 29, paragraph 1 of Article 31, paragraph 3 of Article 32, or Article 36 herein to which Article 15 herein applies mutatis mutandis contain false representation or concealment;

32. The private placement of beneficiary securities violates paragraph 6 of Article 13 herein to which paragraph 1, Article 20 of the Securities and Exchange Act applies mutatis mutandis;

43. The arranger, real estate management institution, promoter or trustor of the REAT provides false statements or employs other illicit methods to cause the trustee to record false information in documents as specified in paragraph 1 of Article 6, paragraph 1 of Article 8, paragraph 3 of Article 9, Article 15, paragraph 1 of Article 29, paragraph 1 of Article 31, paragraph 3 of Article 32, or Article 15 herein to which Article 36 herein applies mutatis mutandis;

54. Violating Article 44 herein by providing false statements or having concealed information regarding the state of credit rating and credit enhancement;

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1If any of the following circumstances, the person(s) responsible for such act shall be punished with imprisonment for not less than two (2) years or detention, and/or a criminal fine of not more than Three Million New Taiwan Dollars (NT$ 3,000,000):

21. an enterprise not qualified as a Trustee as provided for in Article 4, paragraph 2 hereof serves as a Trustee of a REIT or REAT and privately places and delivers Beneficial Securities;

32. the Trustee privately places and delivers Beneficial Securities without the approval of or registration with the competent authority, in violation of Article 6, paragraph 1 or Article 29, paragraph 1 hereof; or

43. the private placement of Beneficial Securities violates Article 13, paragraph 1 or Article 36 hereof referring to the mutatis mutandis application of Article 13, paragraph 1 hereof.

1In case of any of the following situations, the person(s) responsible for such act shall be punished with imprisonment or detention for not, and/or a fine of not more than Three Million New Taiwan Dollars (NT$3,000,000):

21. Reselling privately placed beneficiary securities in violation of paragraph 6 of Article 13 herein to which paragraph 1 of Article 43-8 of the Financial Asset Securitization Act applies mutatis mutandis; or

32. Violating Article 15 or Article 36 herein to which Article 15 applies mutatis mutandis by failing to provide the prospectus or investment memorandum in a manner prescribed by the competent authority and causing damages to the public or other persons.

1Any of the following events shall be subject to an administrative fine of not less than Two Million New Taiwan Dollars (NT$2,000,000) and not more than Ten Million New Taiwan Dollars (NT$10,000,000), and shall also be ordered to comply or correct within a prescribed time period, and failing to comply or correct within the prescribed time period may be consecutively punished:

21. Altering the REIT plan or the REAT plan in violation of paragraph 2 of Article 9, or paragraph 2 of Article 32 herein;

32. The trustee fails to report for the record in violation of paragraph 4 of Article 13, paragraph 2 or 3 of Article 14, or Article 36 herein to which paragraph 4 of Article 13, and paragraph 2 or 3 of Article 14 herein applies mutatis mutandis;

43. Violating the restrictions on investment objects, ratios or amounts set forth in paragraphs 1 to 3 and paragraphs 5 to 7 of Article 17 herein or drawing on the funds in violation of paragraph 4 of the same Article;

54. Violating Article 18 or Article 36 herein to which Article 18 applies mutatis mutandis governing the utilization of idle funds or paragraph 1 of Article 30 governing the restrictions on the transfer of property rights;

65. Borrowing money in violation of paragraphs 1 and 2 of Article 19, or Article 36 herein to which paragraphs 1 and 2 of Article 19 applies mutatis mutandis;

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1In case of any of the following events, the trustee shall be subject to an administrative fine of not less than One Million New Taiwan Dollars (NT$1,000,000) and not more than Five Million New Taiwan Dollars (NT$5,000,000), and shall also be ordered to comply or correct within a prescribed time period, and may be consecutively punished if failing to comply or correct within the prescribed time period:

21. Appointing other persons to manage or dispose of real estate without stating in the plan or contract of the REIT or REAT in violation of subparagraph 1, paragraph 1 of Article 8, subparagraph 1 of Article 10, subparagraph 1, paragraph 1 of Article 31, subparagraph 5, paragraph 1 of Article 33 herein;

32. Violating Article 11 or Article 36 herein to which Article 48 of the Financial Asset Securitization Act applies mutatis mutandis;

43. Publicly offering open-end funds without the approval of the competent authority in violation of Article 16 herein;

54. Engaging in the acts prohibited in paragraph 1 of Article 25 or Article 36 herein to which paragraph 1 of Article 25 applies mutatis mutandis;

65. Failing to report to the trust supervisor in violation of paragraph 1 of Article 44-1 herein;

76. Refusing the request in violation of Article 47 herein to which paragraph 2, Article 42 of the Financial Asset Securitization Act applies mutatis mutandis; or

1In any of the following circumstances, the Trustee shall be punished with an administrative fine of not less than Six Hundred Thousand New Taiwan Dollars (NT$ 600,000) and not more than Three Million New Taiwan Dollars (NT$ 3,000,000), and shall also be ordered to comply or correct within a prescribed time. If failing to comply or correct within the prescribed time, it shall be consecutively imposed for each successive failure:

21. failing to operate the trust business in accordance with the REIT plan or the REAT plan, in violation of Article 9, paragraph 1 or Article 32, paragraph 1 hereof;

32. failing to make an announcement of the borrowed money contract or failing to adjust the borrowed money within a prescribed time when the amount exceeds the ratio prescribed by the competent authority, in violation of Article 19, paragraphs 3 and 4 or Article 36 hereof referring to the mutatis mutandis application of Article 19, paragraph 3 or 4 hereof;

43. the current assets fail to achieve the ratio prescribed by the competent authority and are not adjusted within the prescribed time, in violation of Article 20 hereof;

54. violation of Article 22, paragraph 4, Article 26, paragraphs 1 and 6, Article 36 hereof referring to the mutatis mutandis application of Article 26, paragraph 1 or 6 governing announcements;

65. failing to distribute proceeds pursuant to Article 28, paragraph 3 or Article 36 hereof referring to the mutatis mutandis application of Article 28, paragraph 3 hereof;

When the responsible person, agent, employee, or other staff of a juristic person violates any provision of this Act in the course of performing his/her duties, in addition to punishing such person(s), a criminal fine or an administrative fine in the amount as prescribed in each respective Article shall also be imposed upon such juristic person.

Article 6, paragraph 3, Article 16, Article 32, Article 36, paragraphs 1 to 3, and Article 52 of the Trust Act shall not apply to the REIT and REAT.

The Enforcement Rules of the Act shall be prescribed by the competent authority.

The Act shall come into force from the date of promulgation.