Reportorial and Disclosure Requirements.
Section 9
SEC. 9. Reportorial and Disclosure Requirements. — 9.1 Requirements — The REIT shall comply with the reportorial and disclosure requirements prescribed by the Corporation Code, the SRC and the Exchange. At the minimum, the REIT shall disclose the following information: Material contracts as defined under Section 3 of this Act; Allowable investments of the REIT under Section 8.3 hereof; Related party transactions under Section 8.11 hereof; Contracts between the REIT and fund manager or the property manager, including the identity of the parties, contract price, fees and the other basic terms of the contract; Valuation of the real estate properties of the REIT, including the valuation methodology used therefore; Material changes in the income stream of the REIT; Any fee received by any party relating to the acquisition or disposition of the real estate of the REIT; Merger, consolidation, joint venture, takeover or spin-off involving the REIT; Any modification of the rights of the holders of any class of securities issued by the REIT and the corresponding effect of such modification upon the rights of the holders; Any declaration of cash dividend, stock dividend, property dividend and pre-emptive rights by the REIT; Appointment of a receiver or liquidator for the REIT; Change in control of the REIT; Losses or potential losses which amount to at least five percent (5%) of the deposited property of the REIT; Occurrence of any event of dissolution with details in respect thereto; Acts or facts that might seriously impair the business activities of the REIT; Creation of mortgages, pledges or liens on the properties of the REIT; Any development activity undertaken by the REIT, including the essential details thereof; Direct and indirect ownership of directors and principal officers in the securities of the REIT; Any amendment to the articles of incorporation and bylaws of the REIT; and Any planned acquisition of outstanding shares or disposition of treasury shares of the REIT. 9.2 Special Quarterly and Annual Reports — In addition to the quarterly and annual reportorial and disclosure requirements prescribed for public and listed companies, the REIT shall make a report on and disclose the following to the Commission and the Exchange: Summary of all real estate transactions entered into during the period, including the identity of the parties, the contract price, and their valuations, including the methods used to value the assets; Summary of all the REIT's real estate assets, including the location of such assets, their purchase prices and the latest valuations, rentals received and occupancy rates, and/or the remaining terms of the REIT's leasehold properties; Comparative summary of the financial performance of the REIT covering various time periods (e.g. quarterly, one (1)-year, three (3)-year, five (5)-year or (10)-year). 9.3 REIT Plan — The REIT plan or prospectus shall comply with the requirements of the SRC and disclose the risks specific to investing in REITs. 9.4 Failure of Compliance — Failure to comply with reportorial and disclosure requirements shall subject the REIT to the applicable penalties under the SRC and the rules of the Exchange, without prejudice to the filing of the appropriate administrative, civil or criminal action under this Act or existing laws.