Form TA-1 Filer Information | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM TA-1/A | OMB APPROVAL |
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TA-1/A : Filer Information
Form Version
X0405 |
1(a). Filer CIK: | 0001809901 |
1(b). Filer CCC: |
********
|
1(c). Is this a LIVE or TEST submission? | Live Test |
1(d). Would you like a Return Copy? | Yes |
Submission Contact Information
The registrant may provide a single e-mail address for contact purposes.1(f)(i). Contact Name: | |
1(f)(ii). Contact Phone Number: | |
1(f)(iii). Contact E-Mail Address: |
Notification Information
The registrant may provide additional e-mail addresses for those persons the filer would like to receive notification e-mails regarding the filing.1(g). Notification E-mail Address: |
TA-1/A : Registrant Information
2. Appropriate regulatory agency (check one): |
Securities and Exchange Commission
Federal Deposit Insurance Corporation
Comptroller of the Currency
|
3(a). Full Name of Registrant: | Computershare Investor Services Ltd |
3(a)(i). Previous name, if being amended: | |
3(b). Financial Industry Number (FINS) number: | 366633 |
3(c). Address of principal office where transfer agent activities are, or will be, performed:
3(c)(i). Address 1 | 46 Floor Hopewell Centre |
3(c)(ii). Address 2 | 183 Queen's Road East |
3(c)(iii). City | Wanchai |
3(c)(iv). State or Country |
HONG KONG
|
3(c)(v). Postal Code | 00000 |
3(d). Is Mailing address different from response to Question 3c? If "yes" provide address(es): | Yes No |
3(e). Telephone Number (Include Area Code) | 85228628534 |
4. Does Registrant conduct, or will it conduct, transfer agent activities at any location other than that given in Questions 3(c) above? If "Yes" provide address (es): | Yes No |
Other Business Location Record: 1 | |
4(a)(i). Address 1 | 17/F and 17/M Floor Hopewell Centre |
4(a)(ii). Address 2 | 183 Queen's Road East |
4(a)(iii). City | Wanchai |
4(a)(iv). State or Country |
HONG KONG
|
4(a)(v). Postal Code | 00000 |
Other Business Location Record: 2 | |
4(a)(i). Address 1 | 36 Floor Tower 2 MegaBox, |
4(a)(ii). Address 2 | Enterprise Square 5, 38 Wang Chiu Rd |
4(a)(iii). City | Kowloon Bay, Kowloon |
4(a)(iv). State or Country |
HONG KONG
|
4(a)(v). Postal Code | 00000 |
5. Does registrant act, or will it act, as a transfer agent solely for its own securities, and/or securities of an affiliate(s)? | Yes No |
6. Has registrant, as a named transfer agent, engaged, or will it engage, a service company to perform any transfer agent functions? | Yes No |
6(a). Name | Computershare Inc |
6(b). File Number | |
6(c)(i). Address 1 | 150 Royall Street |
6(c)(ii). Address 2 | |
6(c)(iii). City | Canton |
6(c)(iv). State or Country |
MASSACHUSETTS
|
6(c)(v). Postal Code | 02021 |
7. Has registrant been engaged, or will it be engaged as a service company by a named transfer agent to perform transfer agent functions? | Yes No |
TA-1/A : Independent, Non-Issuer Registrant Information
Completion of Question 8 on this form is required by all independent, non-issuer registrants whose appropriate regulatory authority is the Securities and Exchange Commission. Those registrants who are not required to complete Question 8 should select "Not Applicable".
8. Is registrant a: | Corporation |
Section for Initial Registration and for Amendments Reporting Additional Persons.
corporation or partner information Related to item 8 Record: 18(a)(i). Full Name | Chee Ping Yap |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Chief Executive Officer |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date | 11/26/2021 |
8(a)(i). Full Name | Yim Lan Phyllis Lee |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Managing Director Registry Services |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date | 12/28/2021 |
8(a)(i). Full Name | Sui Lut Richard Houng |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | CEO Issuer Services, Asia |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | Chi Kong Cheung |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Director Head Rsk Mgt & Compliance |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | Cheuk Fong Chan |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Chief Financial Officer Asia |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | Siu Yuk Paulina Lam |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Head of People |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date | 11/30/2020 |
8(a)(i). Full Name | Aaron D'Souza |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Head of Service Ops |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | Computershare Hong Kong Investor Services Limited |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Direct Owner |
8(a)(iv). Ownership Code | E |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | ACN 081 035 752 Pty Limited |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Indirect Owner |
8(a)(iv). Ownership Code | E |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | Computershare Limited |
8(a)(ii). Relationship Start Date | 06/04/2020 |
8(a)(iii). Title or Status | Indirect Owner |
8(a)(iv). Ownership Code | E |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
8(a)(i). Full Name | Cho Kar Wai |
8(a)(ii). Relationship Start Date | 03/01/2023 |
8(a)(iii). Title or Status | Head of Operations, Issuer Services Asia |
8(a)(iv). Ownership Code | NA |
8(a)(v). Control Person | Yes |
8(a)(vi). Relationship End Date |
9. Does any person or entity not named in the answer to Question 8:
9(a). directly or indirectly, through agreement or otherwise exercise or have the power to exercise control over the management or policies of applicant, or;…. | Yes No |
9(b). wholly or partially finance the business of the applicant, directly or indirectly, in any manner other than by a public offering of securities made pursuant to the Securities Act of 1933 or by credit extended in the ordinary course of business by suppliers, banks and others?….. | Yes No |
TA-1/A : 10. Applicant and Control Affiliate Disciplinary History
The following definitions apply for purposes of answering this Question 10
Control Affiliate | - An individual or firm that directly or indirectly controls, is under common control with, or is controlled by applicant. Included are any employees identified in 8(a), 8(b), 8(c) of this form as exercising control. Excluded are any employees who perform solely clerical, administrative support of similar functions, or who, regardless of title, perform no executive duties or have no senior policy making authority. |
Investment or investment related | - Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker dealer, investment company, investment adviser, futures sponsor, bank, or savings and loan association). |
Involved | - Doing an act of aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act. |
10(a). In the past ten years has the applicant or a control affiliate been convicted of or plead guilty or nolo contendere ("no contest") to:
10(a)(1). a felony or misdemeanor involving: investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, or bribery, forgery, counterfeiting, or extortion? | Yes No |
10(a)(2). any other felony? | Yes No |
10(b). Has any court in the past ten years: | |
10(b)(1). enjoined the applicant or a control affiliate in connection with any investment-related activity? | Yes No |
10(b)(2). found that the applicant or control affiliate was involved in a violation of investment-related statutes or regulations? | Yes No |
10 (c). Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever: | |
10(c)(1). found the applicant or control affiliate to have made a false statement or omission? | Yes No |
10(c)(2). found the applicant or control affiliate to have been involved in a violation of its regulation or statutes? | Yes No |
Entity information Related to item 10(c)(2) Record: 1
10(c)(2)(i). The individuals named in the Action | Computershare Trust Company of Canada, Inc. |
10(c)(2)(ii). Title of Action | In the Matter of Computershare Trust Company of Canada Inc. |
10(c)(2)(iii). Date of Action | 04/18/2006 |
10(c)(2)(iv). The Court or body taking the Action and its location | U.S. Securities and Exchange Commission |
10(c)(2)(v). Description of the Action | Without admitting or denying the findings, on April 18, 2006 Computershare Trust Company of Canada, Inc. (CTCC), agreed to settle an administrative action by the SEC in which it was ordered to cease-and-desist from violations of Sections 15(b) and 17A(c) of the Securities Exchange Act of 1934. See, In the Matter of Computershare Trust Company of Canada Inc., Administrative Proceeding 3-12265, Securities Exchange Act Release No. 53668 (April 18, 2006). The proceedings related to CTCC's failure to register with the SEC as a U.S. transfer agent and a U.S. broker-dealer. As part of the settlement, CTCC was ordered to disgorge profits, including prejudgment interest, of $601,868.71 attributable to certain of its services associated with the U.S. during the period from June 2000 to April 2004 when it became registered as a U.S. Transfer Agent, as well as a fine in the amount of $500,000. At the same time, the SEC issued a conditional exemption to permit CTCC and its affiliate, Computershare Investor Services, LLC, to continue to provide plan services to U.S. residents without registering as a U.S. broker-dealer in accordance with Section 15(b). Exchange Act Release No. 53667 (April 18, 2006). |
10(c)(2)(vi). The disposition of the proceeding | See above. |
Entity information Related to item 10(c)(2) Record: 2
10(c)(2)(i). The individuals named in the Action | Georgeson Shareholder Securities Corporation (GSSC) |
10(c)(2)(ii). Title of Action | N/A |
10(c)(2)(iii). Date of Action | 02/27/2004 |
10(c)(2)(iv). The Court or body taking the Action and its location | U.S. Securities and Exchange Commission |
10(c)(2)(v). Description of the Action | Violation of Rules 17a-3(1) and (a)(2) and (a)(11); and Rule 17a-5(a)(2). |
10(c)(2)(vi). The disposition of the proceeding | The SEC Northeast Regional Office, 233 Broadway, New York, NY, has asked GSSC for a letter detailing the procedures in place to safeguard against further infractions of these rules. |
10(c)(3). found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted? | Yes No |
10(c)(4). entered an order denying, suspending or revoking the applicant’s or control affiliate’s registration or otherwise disciplined it by restricting its activities? | Yes No |
Entity information Related to item 10(c)(4) Record: 1
10(c)(4)(i). The individuals named in the Action | Registrar and Transfer Company and Thomas L. Montrone |
10(c)(4)(ii). Title of Action | In the Matter of Registrar and Transfer Company and Thomas L. Montrone. |
10(c)(4)(iii). Date of Action | 09/23/2014 |
10(c)(4)(iv). The Court or body taking the Action and its location | U.S. Securities and Exchange Commission |
10(c)(4)(v). Description of the Action | Administrative Proceeding File No. 3-16157: In this matter, Registrar and Transfer Company ("R&T") and certain of its employees violated Section 5 of the Securities Act; its CEO Thomas L. Montrone ("Montrone") caused R&T's violation of Section 5; and R&T and Montrone failed reasonably to supervise certain R&T employees with respect to their violations of Section 5 in connection with 54 unregistered issuances of purportedly unrestricted shares. Respondents were ordered to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act. R&T has been censured. Montrone has been suspended from association in a supervisory capacity with any transfer agent, broker, dealer, investment advisor, municipal security dealer, municipal advisor or nationally recognized statistically rating organization for a period of twelve months, effective on the second Monday following the entry of the Order. |
10(c)(4)(vi). The disposition of the proceeding | R&T will pay the SEC disgorgement, interest, and penalties of $127,667.64; Montrone $25,000. R&T will engage an independent consultant to review and recommend corrective measures of R&T's policies and procedures to prevent future violations of Section 5. |
10(d). Has any other Federal regulatory agency or any state regulatory agency : | |
10(d)(1). ever found the applicant or control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical? | Yes No |
10(d)(2). ever found the applicant or control affiliate to have been involved in a violation of investment-related regulations or statutes? | Yes No |
10(d)(3). ever found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business Denied, suspended, revoked or restricted? | Yes No |
10(d)(4). in the past ten years entered an order against the applicant or control affiliate in connection with investment-related activity? | Yes No |
10(d)(5). ever denied, suspended, or revoked applicant’s or control affiliate’s registration or license, or prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities? | Yes No |
Entity information Related to item 10(d)(5) Record: 1
10(d)(5)(i). The individuals named in the Action | Georgeson Shareholder Securities Corporation (GSSC) |
10(d)(5)(ii). Title of Action | N/A |
10(d)(5)(iii). Date of Action | 12/06/1999 |
10(d)(5)(iv). The Court or body taking the Action and its location | Minnesota Department of Commerce |
10(d)(5)(v). Description of the Action | Withdrawal of broker-dealer application |
10(d)(5)(vi). The disposition of the proceeding | Ordered pursuant to State Statute Section 80A.05 subd.1 (1994) that GSSC's application for broker-dealer be withdrawn since the application was pending with the department with no activity for 120 days. |
10(d)(6). ever revoked or suspended the applicant’s or a control affiliate’s license as an attorney or accountant? | Yes No |
10(e)(1). found the applicant or a control affiliate to have made a false statement or omission? | Yes No |
10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules? | Yes No |
Entity information Related to item 10(e)(2) Record: 1
10(e)(2)(i). The individuals named in the Action | Computershare Securities Corporation |
10(e)(2)(ii). Title of Action | Letter of Acceptance, Waiver, and Consent (AWC) |
10(e)(2)(iii). Date of Action | 02/13/2006 |
10(e)(2)(iv). The Court or body taking the Action and its location | National Association of Securities Dealers Regulation, Inc. |
10(e)(2)(v). Description of the Action | Computershare Securities Corporation (CRD 107023, Chicago, Illinois) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $60,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it executed securities transactions while failing to maintain its minimum required net capital. The findings stated that the firm failed to comply with SEC Rule 17a-3(a) in that it prepared inaccurate trial balances and net capital computations for numerous months. The findings also stated that the firm failed to comply with SEC Rule 17a-5 in that it filed inaccurate NASD Financial Operational Combined Uniform Single (FOCUS) Part IIA Reports for several months. (NASD Case E8A2005005301) |
10(e)(2)(vi). The disposition of the proceeding | See Above. |
Entity information Related to item 10(e)(2) Record: 2
10(e)(2)(i). The individuals named in the Action | Georgeson Securities Corporation |
10(e)(2)(ii). Title of Action | CRD 46749, New York, New York NASD Case 2006004077101 |
10(e)(2)(iii). Date of Action | 07/10/2007 |
10(e)(2)(iv). The Court or body taking the Action and its location | National Association of Securities Dealers |
10(e)(2)(v). Description of the Action | Georgeson Securities Corporation (CRD 46749, New York, New York) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $30,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to maintain and preserve all of its electronic communications as required by SEC Rule 17a-4. The findings stated that the firm electronically backed-up electronic communications at the end of each day, but failed to capture, maintain and preserve any electronic communication deleted from a user's deleted items folder during the day. |
10(e)(2)(vi). The disposition of the proceeding | See Above. |
Entity information Related to item 10(e)(2) Record: 3
10(e)(2)(i). The individuals named in the Action | Georgeson Securities Corporation |
10(e)(2)(ii). Title of Action | CRD 46749, New York, New York FINRA Case 2009016205701 |
10(e)(2)(iii). Date of Action | 01/21/2011 |
10(e)(2)(iv). The Court or body taking the Action and its location | Financial Industry Regulatory Authority |
10(e)(2)(v). Description of the Action | Georgeson Securities Corporation (CRD 46749, New York, New York) submitted a Letter of Acceptance, Waiver and Consent in which the firm was censured and fined $10,000. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings that it failed to adequately ensure that it maintained a complete record of all free-credits due to customers. The findings stated that this caused the firm's customer reserve computation and books and record to be inaccurate. The findings also stated that the firm failed to include in its customer reserve computation $134,715.60 of customer checks it received on a specific day, thereby miscalculating its customer reserve. The findings also included that instead, the firm relied on a bank statement to determine the credit amounts to include in its reserve formula; the bank statement did not reflect checks that the firm received on the date of the bank statement. |
10(e)(2)(vi). The disposition of the proceeding | See Above. |
Entity information Related to item 10(e)(2) Record: 4
10(e)(2)(i). The individuals named in the Action | Georgeson Securities Corporation |
10(e)(2)(ii). Title of Action | CRD 46749, New York, New York FINRA Case 2016050194001 |
10(e)(2)(iii). Date of Action | 12/21/2016 |
10(e)(2)(iv). The Court or body taking the Action and its location | Financial Industry Regulatory Authority |
10(e)(2)(v). Description of the Action | Georgeson Securities Corporation (CRD #46749) was found to have violated Exchange Act Rule 17a-4, NASD Rules 3110 and 2110, and FINRA Rules 4511 and 2010. The Firm failed to: maintain electronic records in the write once read many ("WORM") format; provide a 90-day notice to its designated examination authority prior to using electronic storage media; implement an audit system regarding the inputting of records in electronic storage media; obtain an attestation from its third-party vendor; and the firm's supervisory system for records storage was deemed not reasonably designed. |
10(e)(2)(vi). The disposition of the proceeding | Disposition of the action or the claim: Without admitting or denying the factual allegations, the Firm submitted a Letter of Acceptance, Waiver and Consent in which the Firm was censured and fined $650,000. |
10(e)(3). found the applicant or a control affiliate to have been the cause of an investment-related business losing its authorization to do business? | Yes No |
10(e)(4). disciplined the applicant or a control affiliate by expelling or suspending it from membership, by barring or suspending its association with other members, or by otherwise restricting its activities? | Yes No |
10(f). Has any foreign government, court, regulatory agency or exchange ever entered an order against the applicant or a control affiliate related to investments or fraud? | Yes No |
10(g). Is the applicant or a control affiliate now the subject of a proceeding that could result in a yes answer for questions 10(a) – 10(f) ? | Yes No |
Entity information Related to item 10(g) Record: 1
10(g)(i). The individuals named in the Action | Georgeson LLC (GLLC) |
10(g)(ii). Title of Action | U.S. District Court of Massachusetts Docket Number 17CR-10367 |
10(g)(iii). Date of Action | 11/30/2017 |
10(g)(iv). The Court or body taking the Action and its location | U.S. District Court of Massachusetts |
10(g)(v). Description of the Action | In connection with a Deferred Prosecution Agreement ("DPA"), an information containing a single felony count of conspiracy was filed against GLLC. The information states that, in or about and between September 2007 and March 2012, GLLC and others conspired to commit: (1) wire fraud and honest services wire fraud by engaging in a scheme to defraud Institutional Shareholder Services ("ISS") of confidential client voting information regarding whether and how ISS's clients had voted on particular shareholder proposals and of the honest and faithful services of an employee, by providing that employee with tickets to concerts and sporting events; and (2) wire fraud by engaging in a scheme to defraud clients of GLLC by sending them invoices for at least a portion of the cost of the tickets provided to the ISS employee, which falsely described those charges as legitimate expenses that were properly passed on to the clients. |
10(g)(vi). The disposition of the proceeding | A DPA was entered on November 30, 2017. A fine of $4.5 million was paid on December 4, 2017. The DPA provides that, if GLLC fully complies with all of its obligations under the DPA, the U.S. Attorney's Office will dismiss the information with prejudice. |
10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate? | Yes No |
10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it? | Yes No |
TA-1/A : Signature
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a) SIGNATURE: The registrant submitting this form, and as required, the SEC supplement and Schedules A-D, And the executing official hereby represent that all the information contained herein is true, correct and complete.11(a). Signature of Official responsible for Form: | Chi Kong Cheung |
11(b). Telephone Number: | 852-28628520 |
11(c). Title of Signing Officer: | Director Head of Rsk Mgt & Compliance |
11(d). Date Signed (Month/Day/Year): | 04/24/2023 |