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Amendments

Title：

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date： 2024.03.11 (Articles 43 amended,English version coming soon)
Current English version amended on 2022.04.28 
Categories： Basic Laws and Regulations
Article Content Chapter Content Search Article No. Search Legal Basis Subordinate Legislation Amended Article Attachment Legislative History Chinese

Title： Operating Rules of the Taiwan Stock Exchange Corporation(2013.09.05)
Date：
Article 77     When a securities broker processes account opening for overseas Chinese or foreign nationals for the purpose of brokered sale of securities, the securities broker shall obey relevant laws and regulations and comply with the following provisions:
  1. If special-case approval is granted by the Investment Commission of the Ministry of Economic Affairs, Science-Based Industrial Park Administration, or the Export Processing Zone Administration, a photocopy of the approval to sell document and power of attorney for the filing and payment of income tax required by the tax authority must be retained (during the period when capital gains from securities transactions are exempt from taxation, submission of the aforesaid power of attorney may be omitted). That account may only accept sell orders, and only for the type and amount of securities as originally approved in the investment plan. If, prior to the 19 November 1997 amendments to the Act Governing Investment by Foreign Nationals and the Act Governing Investment in Taiwan by Overseas Chinese, special-case approval to hold unlisted stocks has not been granted by the Investment Commission of the Ministry of Economic Affairs, the Science-Based Industrial Park Administration, or the Export Processing Zone Administration, and such stocks are subsequently approved for listing, the original investment information (such as trading vouchers, wire transfer receipts, and tax payment receipts) shall be submitted , and a special application shall be made by letter to the TWSE for its approval for account opening, before brokerage orders to sell such stocks may be accepted.
  2. Where the securities and the resulting rights for subscription of capitalization increase or stock divided are obtained due to gift, succession, pursuant to Article 167-1, paragraph 2; Article 167-2; Article 235; Article 240; or Article 267 of the Company Act or Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act, or prior to relinquishing one's original nationality or prior to the implementation of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and Procedures for Remittance on 28 December 1990, a copy of the passport and the following documents shall be submitted to a securities firm for account opening. Furthermore, the trading shall be limited to the sale of the aforesaid securities.
    1. Where the securities and the said entitlements are obtained through gift, transfer procedure shall be completed and the paper of tax-payment or tax-exemption for gift issued per Article 41 of the Estate and Gift Taxes Act shall be submitted.
    2. Where the securities and the said entitlements are obtained through succession, transfer procedure shall be completed and the paper of tax-payment or tax-exemption for legacy issued per Article 41 of the Estate and Gift Taxes Act shall be submitted.
    3. Where the securities and the said entitlements are obtained pursuant to Article 167-1, paragraph 2; Article 167-2; Article 235; Article 240; or Article 267 of the Company Act or Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act, a certificate of employment valid at the time of subscription, issuance of bonus shares, or receiving assignment of shares and documents evidencing the subscription , issuance of bonus shares, or assignment of shares shall be submitted.
    4. Where the securities are obtained prior to relinquishing one's original nationality or prior to the implementation of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and Procedures for Remittance on 28 December 1990, document proving the source of the securities or other relevant documents shall be submitted.
  3. Securities obtained in compliance with the preceding subparagraph may be sold by mutatis mutandis application of Article 82-1.
  4. Where foreign securities have been obtained before they are listed on the centralized securities exchange market of the TWSE on a primary listing basis, documentary proof of securities holdings issued by the shareholder services agent located in the Republic of China engaged by the issuer of those foreign securities, or the documentary proof that employees have subscribed to or been allotted shares in accordance with the laws and regulations of the country of registration, the power of attorney for the filing and payment of income tax required by the tax authority (during the period when capital gains from securities transactions are exempt from taxation, it may omit submission of that power of attorney), and the documentary proof of identity of the principal shall be submitted to the securities firm to conduct account opening for brokered sales, which shall be limited to the amount of holdings. If the holder of those securities, after opening the present account, subsequently opens an account with a securities firm for securities trading under Article 77-4, the present account for brokered sale of securities shall be canceled.
  5. A principal referred to in subparagraph 1, 2, or 4 that obtains stock of another TWSE or GTSM listed company, TWSE or GTSM primary listed company, or emerging stock company, by duly participating in a public tender offer through an offer to sell, or by the issuer's participation in a merger or acquisition, or that obtains stock as the result of a share distribution, subscription, or transfer based on such stocks, may sell the stock through those accounts.
    If the principal under the preceding paragraph is an offshore overseas Chinese or foreign natural person, he or she may mandate a Republic of China lawyer, CPA, custodian bank, or securities firm as his or her agent to open a New Taiwan Dollar account to be used solely for purposes of securities settlement, and shall submit the documents listed below:
  1. Documentary proof of identity: i.e., a certificate of nationality or photocopy of a valid passport, which shall be legalized by an overseas representative office or authorized entity of the Republic of China.
  2. Photocopy of the contract for opening of the securities account, and submit for inspection the original of the central depository account passbook.
  3. Power of attorney for the agent, which must be legalized by an overseas representative office or authorized entity of the Republic of China.
  4. Record of ID Number in the Republic of China issued by the National Immigration Agency of the Ministry of the Interior.
  5. A lawyer or CPA mandated as agent must have obtained a license to practice as a lawyer or CPA in the Republic of China, and shall submit for inspection the original of his or her documentary proof of identity and lawyer or CPA license; a custodian bank or securities firm mandated as agent shall provide the original of its business license, the original of which shall be returned after it has been inspected and a photocopy made to be retained on file.
    Foreign banks with branch offices in the Republic of China may use the name of the branch office to open the account in accordance with Article 75. Such account may only accept sales orders, and purchase orders shall not be accepted.
Article 77-5     When the overseas subsidiary or branch of a TWSE listed, GTSM listed, or emerging stock company issuing securities to its overseas foreign national employees pursuant to Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act or Articles 167-1, 167-2, 235, or 267 of the Company Act handles the transfer, subscription, and distribution of securities on behalf of its overseas foreign national employees, and carries out registration of a "Segregated Collective Investment Account for Overseas Foreign National Employees" with the TWSE, it shall, in addition to the same registration documents duly required for offshore foreign institutional investors, submit the documents in the following subparagraphs, and keep a copy of the documents on record at its domestic agent:
  1. Original affidavit stating that the overseas subsidiary or branch of the TWSE listed, GTSM listed, or emerging stock company has actually been authorized by the overseas foreign national employees.
  2. Photocopy of the evidentiary documents that the TWSE listed, GTSM listed, or emerging stock company has obtained the approval or effective registration from the competent authority to issue new shares or employee stock warrants or to buy back its shares.
  3. Photocopy of the minutes of the TWSE listed, GTSM listed, or emerging stock company's board of directors meeting that approved the transfer of bought-back stocks to its employees pursuant to Article 167-1 of the Company Act or Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, the issuance of employee stock warrants pursuant to Article 167-2 of the Company Act, or Article 28-3 of the Securities and Exchange Act, or the issuance of new shares pursuant to Article 235, paragraph 2, Article 240, paragraph 4, and Article 267 of the Company Act.
    When the domestic agent of the overseas subsidiary or branch of a TWSE listed, GTSM listed, or emerging stock company applies with a securities broker to open an account, it shall, in addition to the documents required for account opening as in the preceding Article, affix the documents in the subparagraphs of the preceding paragraph to apply for account opening. Securities trading through that segregated account will be restricted to the sale of the following stocks; no other securities trading may be engaged in:
  1. Stock that those employees have obtained as a result of share distribution, subscription, or assignment.
  2. Stock of another TWSE or GTSM listed company, TWSE or GTSM primary listed company, or emerging stock company that those employees have obtained by duly participating in a public tender offer through an offer to sell, or by the issuer's participation in a merger or acquisition, or stock obtained as the result of a share distribution, subscription, or transfer based on such stocks.
    When a TWSE primary listed, GTSM primary listed, or emerging stock foreign issuer carries out registration procedures for a "Segregated Collective Investment Account for Overseas Foreign National Employees" with the TWSE for securities obtained by its overseas foreign national employees in accordance with the laws and regulations of the place of registration, it shall, in addition to the same registration documents duly required for offshore foreign institutional investors, submit the documents in the following subparagraphs, and keep a copy of the documents on record at its domestic agent:
  1. Original affidavit stating that the TWSE primary listed, GTSM primary listed, or emerging stock foreign issuer has actually been authorized by the overseas foreign national employees.
  2. Photocopy of documentary proof that the TWSE primary listed, GTSM primary listed, or emerging stock foreign issuer has obtained effective registration from the competent authority to issue new shares or employee stock warrants.
  3. Letter of approval from the TWSE for the primary TWSE listing or from the GreTai Securities Market for the primary GTSM listing or emerging stock registration.
    When the domestic agent of the TWSE primary listed, GTSM primary listed, or emerging-stock foreign issuer applies with a securities broker to open an account, it shall, in addition to the documents required for account opening as in the preceding Article, affix the documents in the subparagraphs of the preceding paragraph to apply for account opening. Such account may not be used for any securities trading other than the sale of securities obtained by the employees in accordance with the laws and regulations of the country of registration and as approved or authorized by Taiwan, or sale of stock of another TWSE or GTSM listed company, TWSE or GTSM primary listed company, or emerging stock company that the employees have obtained by duly participating in a public tender offer through an offer to sell, or have obtained by the issuer's participation in a merger or acquisition, or of stock obtained as the result of a new share distribution, subscription, or transfer based on such stocks.
    Paragraphs 3, 4, and 5 of the preceding Article shall apply mutatis mutandis to the registration process under this Article.
Article 77-7     A mainland area investor shall, after the investor's designated domestic agent or representative registers with the TWSE to obtain an ID number, submit to a securities broker a photocopy of the national ID card or alien resident certificate, or documentary proof of company registration (or amendment registration), of the domestic agent or representative to open an account to trade securities.
    When the domestic agent of a mainland area qualified institutional investor opens an account at a securities broker, in addition to the documents for account opening of paragraph 1, it shall also submit documentary proof of identity of the mainland area qualified institutional investor and documentation stating the overseas investment limit approved by the mainland area competent authority for foreign exchange business and the letter of approval issued by the TWSE for the inward remittance amount to open an account to trade securities.
    "Mainland area qualified institutional investor" in the preceding paragraph means an institutional investor with approval or permission under Article 3 of the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland Area Investors.
    The provisions of Article 77-4, paragraph 3 shall apply mutatis mutandis to the term "domestic agent" as referred to in this Article.
    If any of the circumstances of Article 8 of the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland Area Investors exist at the time of registration by a mainland area investor, the TWSE will deny registration; if the investor is already registered, the TWSE will cancel the registration and notify the securities broker that opened the account that it may not accept purchase orders. The securities broker, after liquidating the balance in that account, shall cancel the account and notify the TWSE regarding the conclusion of the case.
Article 77-8     When the domestic agent or representative of a mainland nationality shareholder of a TWSE or GTSM primary listed company opens an account at a securities broker, in addition to the documents for account opening of paragraph 1 of the preceding Article, the domestic agent or representative shall also submit documentation issued by the foreign issuer's shareholder services agent evidencing that the mainland nationality shareholder obtained the stock (or evidentiary certificate representing the stock) issued by that foreign issuer prior to its TWSE listing or GTSM listing in Taiwan, or the documentary proof that mainland nationality employees have subscribed to or been allotted shares in accordance with the laws and regulations of the country of registration. Such accounts are permitted to handle only the sale of stock issued by such foreign issuer, or sale of stock of another TWSE or GTSM listed company or TWSE or GTSM primary listed company that the shareholder has obtained by duly participating in a public tender offer through an offer to sell, or has obtained by the issuer's participation in a merger or acquisition, or of stock obtained as the result of a new share distribution, subscription, or transfer based on such stocks. Such accounts may not be used for other securities trading.
    If a company whose stock is TWSE listed or GTSM listed, pursuant to Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act or Article 235 or Article 267 of the Company Act, awards securities to an employee or employees who are mainland nationals, the company's overseas subsidiary or branch office will conduct registration for a Collective Investment Account for Mainland Nationality Employees with the TWSE to obtain an ID number for purposes of handling the transfer, subscription, or distribution of securities to such employee or employees; when opening an account with a securities broker in such a case, in addition to the account opening documents required by paragraph 1, the following documents shall also be submitted:
  1. An original copy of the undertaking stating that the overseas subsidiary or branch office of the company whose stocks are TWSE listed or GTSM listed is actually authorized by the employees that are mainland nationals.
  2. A photocopy of the documentation evidencing the Competent Authority's approval of, or effective registration for, the issuance of new shares or employee stock warrants, or the repurchasing of its own shares, by the company whose stock is TWSE listed or GTSM listed.
  3. A photocopy of the meeting minutes at which the board of directors of the company whose stock is TWSE listed or GTSM listed approved the current instance of repurchase of its own shares for a share transfer to employees pursuant to Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, or issuance of employee stock warrants pursuant to Article 28-3 of the Securities and Exchange Act, or issuance of new shares pursuant to Article 235 and Article 267 of the Company Act.
    When a TWSE primary listed or GTSM primary listed foreign issuer carries out registration procedures for a "Segregated Collective Investment Account for Mainland Nationality Employees" with the TWSE for securities obtained by its mainland nationality employees in accordance with the laws and regulations of the place of registration, it shall, in addition to the account opening documents in paragraph 1 of the preceding article, submit the documents in the following subparagraphs, and keep a copy of the documents on record at its domestic agent:
  1. Original affidavit stating that the TWSE primary listed or GTSM primary listed foreign issuer has actually been authorized by the mainland nationality employees.
  2. Photocopy of documentary proof that the TWSE primary listed or GTSM Primary listed foreign issuer has obtained effective registration from the competent authority to issue new shares or employee stock warrants.
  3. Letter of approval from the TWSE for the TWSE primary listing or from the GreTai Securities Market for the GTSM primary listing.
    The accounts of the preceding two paragraphs may be used only to sell stocks which such employees have obtained by exercising securities subscription rights or through transfer or distribution, or to sell stocks of another TWSE or GTSM listed company or TWSE or GTSM primary listed company that such shareholders have obtained by duly participating in a public tender offer through an offer to sell, or have obtained by the issuer's participation in a merger or acquisition, or stocks obtained as the result of a new share distribution, subscription, or transfer based on such stocks. Such accounts may not be used for any other securities trading.
    The provisions of paragraphs 3 and 4 of the preceding Article shall apply mutatis mutandis to the registration operations of this Article.