| Legislative： |
Articles 4 and 6 amended on January 22, 2025 per Order Ref. Jin-Kuan-Bao-Tsai 11304950181 of the Financial Supervisory Commission |
| Content： |
Article 4
When an insurance enterprise engages in transactions other than loans with interested parties, the terms of such transactions shall not be more favorable than those offered to other same category counterparties, and such transactions require the concurrence
of at least three-quarters of all directors of the insurance enterprise present at a board of directors meeting attended by at least two-thirds of all directors.
Directors attending a board of directors meeting shall recuse themselves from cases involving themselves or their interested parties and shall not exercise voting rights on behalf of other directors. The preceding
provision does not apply to insurance enterprises organized by a single juristic person shareholder where the case involves that single juristic person shareholder.
When an insurance enterprise engages in the following transactions other than loans with its interested parties, it may draw up internal operational rules with the concurrence of at least three-quarters of all directors
present at a board of directors meeting attended by at least two-thirds of all directors to give the managing department general authorization to engage in those transactions according to the operational rules, and the terms of such transactions may not be
more favorable than those offered to other same category counterparties:
1. The following transactions with stated, open market prices:
(1) Transactions of financial derivatives.
(2) Remittance, foreign exchange, deposit and foreign currency transactions.
(3) Transactions of short-term notes or bills in primary and secondary markets, and transactions of government bonds, financial bonds and corporate bonds in the secondary market.
2. Transactions of New Taiwan Dollar (NTD) and foreign currency denominated corporate bonds and financial bonds not linked to equity where the bond issuer or the bond itself has a rating equivalent to twA or above
from Taiwan Ratings, provided the total amount of subscription of such corporate bond or financial bond by a same person during the bond’s underwriting period does not exceed NT$10,000,000.
3.Sharing of processing fees, service fees or commissions generated from cross-selling and joint promotion of other business’ products or provision of relevant services with other subsidiaries belonging to the same
financial holding company.
4.The following insurance products or other transactions related to insurance:
(1) Transactions of insurance products whose premium rates have been reported to the competent authority for approval or on a use-and-file basis and prices or premium rates have been reported to the competent authority
or industry association for approval, or on a file-and-use or use-and-file basis, or other transactions with established, uniform fee standards.
(2) Transactions involving reinsurance commissions, reinsurance premiums, other commissions or agency fees and relevant service costs.
5. A single transaction not exceeding NT$5,000,000.
6. Acquisition and disposal of beneficial securities of collective trust fund or beneficiary certificates of securities investment trust fund, futures trust fund (including exchange-traded funds and exchange-traded
futures trust funds, but excluding closed-end funds) or exchange traded notes issued by an interested party through investment; and the managing department should compile transaction records and profit/loss status for each transaction and report to the board
of directors on a quarterly basis. If other regulations stipulate otherwise, such other regulations shall prevail.
7. Transaction of securitized financial asset products or securitized real estate products publicly placed or offered in accordance with the Financial Asset Securitization Act or the Real Estate Securitization Act
and traded in the secondary market, but excluding the beneficial securities of real estate investment trust; and the managing department should compile transaction records and profit/loss status for each transaction and report to the board of directors on
a quarterly basis. The preceding provision does not apply to beneficial securities and asset-backed securities with an issuance period of one year or less.
8. Transactions made in accordance with the Regulations Governing the Management of Collective Trust Funds or the Regulations Governing Management and Utilization of Collective Investment Trust Funds when the interested
party is a bank ; transactions made with fund assets in accordance with the Regulations Governing Securities Investment Trust Funds or the Regulations Governing Futures Trust Funds when the interested party is a securities investment trust enterprise (SITE).
9. Transactions made through the Emerging Stock Computerized Price Negotiation and Click System in connection with the obligations of the interested party to give quotes and offer to buy and sell emerging stocks when
the interested party is a recommending securities firm for emerging stocks.
10. Transactions relating to the handling of non-performing loans of an insurance enterprise by an appointed impartial third party recognized by the competent authority in accordance with the Regulations Governing
The Recognition Of An Impartial Third Party And Its Public Auction Procedure.
11. Except for transactions involving securities with equity characteristics, single transactions in an amount not exceeding NT$50,000,000 with the parent financial holding company or a wholly directly or indirectly
owned subsidiary of the parent financial holding company.
12. A public-interest disaster relief donation for a major natural disaster.
13. The following transactions related to the discretionary investment business：
(1) Transactions made in accordance with the Regulations Governing the Conduct of Discretionary Investment Business by Securities Investment Trust Enterprises and Securities Investment Consulting Enterprises when the
interested party is a SITE, securities investment consulting enterprise (SICE).(Hereinafter referred to as "discretionary investment transactions").
(2) Commissions and fees for the transactions of preceding item.
The term “single transaction” mentioned in Subparagraphs 5 and 11 of the preceding paragraph shall be determined by the following standards:
1. If the contractual activity involves an outright transaction, it is determined by total contract value.
2. If the contract, regardless whether it is a fixed-term or indefinite-term contract, agrees on payment of commissions or expenses, it is determined by the agreed single payment of commission or expense effected during
the term of contract (if the contract agrees on monthly payment, the entire monthly payment, whether it is paid in one lump sum or in installments, should be viewed as a single payment).
3. If it is a lease contract, it is determined by the total amount of annual rent or annual interest equivalent on the rental deposit.
4. If the transaction involves securities with equity characteristics or structured product, it is determined by the total amount of transaction for the day.
5. If it is a financial derivative transaction, it is determined by the total nominal amount of transaction for the day.
The responsible person of the branch of a foreign insurance enterprise in Taiwan may, with the concurrence of at least three-quarters of all directors present at a board of directors meeting attended by at least two-thirds of all directors, execute matters
under this article as decided by the board of directors within the scope of authorization.
Article 6 Except as provided in paragraph 2, the following transactions need not be included in the aggregate amount of transactions mentioned in these Regulations:
1. Transactions related to merger or dealing with a problem insurance enterprises approved by the competent authority;
2. Transactions provided in the subparagraphs under Paragraph 3 of Article 4 herein.
3. Other transactions approved by the competent authority according to law.
The transactions referred to subparagraph 2 of the preceding paragraph,where an insurance enterprise acquires (through investment) or disposes the ETFs issued by an interested party, the amount the ETFs that exceeds
10% of the beneficiary certificates shall be included in the transaction limits prescribed in the preceding article, except as the insurance enterprise acquires or disposes of ETFs issued by an interested party through discretionary investment transactions.
If the aggregate amount of transactions taken place before the implementation of these Regulations exceeds the limits prescribed in these Regulations, the insurance enterprise may not make more transactions. However, the preceding provision does not apply to
transactions listed in the paragraph 1 and contract renewal with the same counterparty for transactions mentioned in Subparagraphs 4, and 6 ~ 8, Paragraph 1 of Article 3 herein. |