The Financial Supervisory Commission issued the Jin-Guan-Zheng-Tou-10500435402 Circular of October 27, 2016 (hereinafter, the “Circular”) to communicate that the “interested companies” under Article 22, Subparagraph 3 of the Regulations Governing Information to be Published in Prospectuses by Securities Investment Trust Enterprises Placing Securities Investment Trust Funds (hereinafter, the “Regulations”) shall not be limited to listed or OTC-traded companies.
Article 9 of the Regulations provides that when preparing a prospectus, a securities investment trust enterprise shall provide an overview of the securities investment trust enterprise, and Article 22, Subparagraph 3 of the Regulations provides that the matters that shall be included in the overview of the securities investment trust enterprise include a disclosure of interested companies.
The gist of this Circular is to expound the scope of interested companies. According to the Circular, since a private equity securities investment trust fund may invest in securities of non-listed or OTC-traded companies, to prevent a securities investment trust fund from investing in securities issued by “interested companies” which are not listed or OTC-trade companies, the “interested companies” disclosed by a securities investment trust enterprise pursuant to the gist of the Circular shall not be limited to listed or OTC-traded companies. However, limited companies which do not issue securities may be excluded from the scope of such “interested companies.”