These Rules are adopted pursuant to Article 19-1, Paragraph 2 of the Regulations Governing Securities Firms.
Except as otherwise provided by the competent authority, securities firms are bound to comply with these Rules when engaging in the proprietary trading of foreign bonds or any derivative-based hedging trades that the securities firm engages in due to such proprietary trading of foreign bonds. For any matters not covered by these Rules, the Taipei Exchange Rules Governing Securities Trading on the TPEx and related rules and bylaws shall apply.
The scope of products and the trading limits permitted for the abovementioned activities are governed by the Regulations Governing Securities Firms.
The term "competent authority" in these Rules means the Financial Supervisory Commission.
For the purposes of these Rules, the following terms shall have the following meanings:
- "Foreign bonds": means any foreign currency denominated bonds issued outside the Republic of China by a local or a foreign issuer.
- "Derivative-based hedging": means any transactions involving financial derivatives that are engaged in by securities firms for hedging purposes, as needed in connection with proprietary trading of foreign bonds.
- "Professional Investor": means a professional investor as defined in Article 3, paragraph 3 of the Regulations Governing Offshore Structured Products.
- "Non-professional investor": means an investor other than a professional investor as defined in the preceding subparagraph.
- "Professional institutional investor": means a professional institutional investor as defined in Article 3, paragraph 3 of the Regulations Governing Offshore Structured Products.
- "High net worth juristic person investor": means a high net worth juristic person investor as defined in Article 3, paragraph 3 of the Regulations Governing Offshore Structured Products.
- "Professional investor juristic person or fund": means a professional investor juristic person or fund as defined in Article 3, paragraph 3 of the Regulations Governing Offshore Structured Products.
A securities firm shall submit formal documentation to the Taipei Exchange (TPEx) and apply for approval before conducting proprietary trading of foreign bonds. In addition, an applicant shall meet the following requirements:
- The applicant must be a qualified securities-dealer.
- It must meet one of the following conditions:
- Its regulatory capital adequacy ratio may not have been below 150 percent in the last 6 months.
- In the case of a futures commission merchant concurrently operating securities business, its adjusted net capital ratio may not have been below 40 percent in any of the last 6 months.
- In the case of a bank head office or a bill dealer concurrently operating securities business, its capital adequacy ratio may not have been below 8 percent in the last 6 months.
- In the case of Chunghwa Post Co., Ltd., its net worth after final accounting for the preceding year is not less than NT$20 billion.
- The applicant must be free of any of the following:
- Penalty imposed under Article 66, subparagraph 1 of the Securities and Exchange Act or Article 100, paragraph 1, subparagraph 1 of the Futures Trading Act in the last 3 months.
- Penalty imposed under Article 66, subaragraph 2 of the Securities and Exchange Act or Article 100, paragraph 1, subparagraph 2 of the Futures Trading Act in the last 6 months.
- Penalty involving suspension of business activities imposed by the competent authority in the last year.
- Penalty involving partial revocation of business permission imposed by the competent authority in the last 2 years.
- Penalty imposed under the operating rules or bylaws of the Taipei Exchange, Taiwan Stock Exchange Corporation, or Taiwan Futures Exchange Corporation, involving the suspension or restriction of trading activities.
Failure to meet subparagraph 3 of the previous paragraph may be disregarded if the securities firm has made specific corrections to the satisfaction of the competent authority.
A securities firm may proceed to conduct proprietary trading of foreign bonds if the TPEx does not express any objection to its applications within 5 days from the day following the date the application documents are delivered to the TPEx.
The term "adjusted net capital ratio" in paragraph 1, subparagraph 2 herein means the monthly simple arithmetic mean of the adjusted net capital of the futures commission merchant as a percent of the total margins required for uncovered positions of futures traders.
For an offshore banking branch to apply to conduct proprietary trading of foreign bonds, its head office shall meet the requirements of paragraph 1, subparagraph 3.
Proprietary trading of foreign bonds may be conducted over the counter (OTC) at the securities firm's business premises or through the TPEx's trading system.
A securities firm shall first apply to the TPEx for registration of a foreign bond and receive approval from the TPEx before trading the foreign bond over the counter. However the preceding restriction does not apply to foreign bonds that have already been registered by other securities firms.
Where there is a change to the registration data of a foreign bond mentioned in the preceding paragraph, the originally registering securities firm shall complete the updating of the registration data within 5 days after the change has occurred.
Except as otherwise provided by law or regulation or these Rules, the foreign bonds mentioned in paragraph 2 hereof may not be structured notes. The information to be registered for a foreign bond shall include its issuer, place of issue, International Securities Identification Number (ISIN), long-term credit rating, denominated currency, date of issue, maturity date, coupon dates, coupon rate, terms for interest and principal repayment, and other early call (put) provisions.
Before the 10th of each month, the TPEx shall compile relevant information on foreign bonds it has approved for registration in the previous month and submit a report to the competent authority for recordation.
The trading hours for proprietary trading of foreign bonds by securities firms using negotiated OTC trading are from 9 a.m. to 3 p.m. However, if a securities firm has already adopted internal operating rules for extended trading hours, it may extend its trading hours and publicly announce the extended hours at its place of business or on its website.
If a securities firm adopts internal operating rules referred to in the preceding paragraph, those rules, and any amendments to them, shall be approved by the chairman of the board of directors.
Foreign bonds traded by professional investors, with the exception of professional institutional investors, must comply with the scope of foreign bonds allowed in brokerage trading conducted by securities firms for professional investors as set out in Article 6 of the Regulations Governing Securities Firms Accepting Orders to Trade Foreign Securities.
Foreign bonds traded by securities firms in OTC trading with professional institutional investors and high net worth juristic person investors may be foreign currency denominated structured products allowed in brokerage trading conducted by securities firms for professional investors as set out in Article 17 of the Regulations Governing Offshore Structured Products.
An offshore banking branch head office also may engage in OTC trading of the foreign currency denominated structured products referred to in the preceding paragraph with offshore professional investor juristic persons or funds that have total assets exceeding NT$100 million stated on their financial reports.
Securities firms may conduct proprietary trading of foreign bonds outright or under repurchase or reverse repurchase agreements.
When securities firms buy or sell foreign bonds over the counter, the counterparties of such transactions shall be limited to professional investors. However, this restriction does not apply to repo transactions.
When a securities firm engages in foreign bond repo transactions with non-professional investors, the credit rating of the subject bonds shall comply with the provisions of Attachment 1, and the subject bonds also shall meet the following conditions:
- The bonds may not be structured bonds, bonds with equity characteristics, or subordinated bonds.
- The interest shall be calculated by a fixed rate (which may be zero interest) or a positive floating rate.
Securities firms shall comply with the competent authority's restrictions on the total foreign securities holdings of securities firms when holding positions in foreign bonds.
The total foreign bond position under the preceding paragraph is calculated as the net amount traded outright plus the balance traded under reverse repurchase agreements, less the balance traded under repurchase agreements.
All balances of foreign bond trades under repurchase agreements must be included as part of the securities firm's overall bond repurchase/reverse repurchase balance. The balances respectively of bond repurchase and reverse repurchase trades (converted into NTD equivalents at the spot exchange rate) each may not exceed six times the securities firm's net worth. Of each of these, those with underlyings that are bonds other than government-issued bonds shall not exceed four times the securities firm's net worth, and furthermore the balances respectively of foreign bond repurchase and reverse repurchase trades each may not exceed the securities firm's net worth.
For any position held by a securities firm when conducting proprietary trading of foreign bonds or engaging in derivative-based hedging, any deterioration in the credit rating associated with such a position, which includes the country's sovereign rating, the long-term debt rating, and, in a hedging transaction, the counterparty's credit rating, below the minimum standard set by the competent authority will suspend further purchase, sale, or trading activities by the securities firm except for the sale or closing out of positions that are held by the securities firm.
A securities firm that will conduct proprietary trading of foreign bonds and engage in derivative-based hedging shall establish a dedicated department and adopt a set of handling procedures in accordance with Article 31-2 of the Regulations Governing Securities Firms.
Securities firms shall comply with the Regulations Governing the Preparation of Financial Reports by Securities Firms when accounting for proprietary foreign bond trades and derivative-based hedging transactions.
The site and facilities of the business premises occupied for a securities firm's foreign bond trading and derivative-based hedging shall comply with the following requirements, and shall be clearly marked:
- Shall be furnished with business telephones and fax machines.
- Shall be furnished with necessary data transmission equipment that enables the firm to obtain in real time market investment information of overseas exchanges.
A securities firm that will conduct proprietary trading of foreign bonds and engage in derivative-based hedging shall enter into contracts with the counterparties, which contracts shall outline the rights and obligations of the two parties. The securities firm must confirm the terms and conditions of each individual transaction with the counterparty.
A securities firm conducting proprietary trading of foreign bonds and engaging in derivative-based hedging shall perform its settlement obligations in accordance with the local laws or market practices.
A securities firm conducting proprietary trading of foreign bonds shall, immediately after the execution of a trade has been confirmed, enter the trade information into the TPEx information system within the deadline and using the format prescribed by the TPEx. However, for a trade that is executed after 5 p.m., the information shall be reported before 5 p.m. on the next business day.
The securities firm shall use the TPEx foreign bond issuance information registration and disclosure system. The fee standards for use of the system shall be drafted by the TPEx and reported to the competent authority for approval.
If a securities firm is found to be in violation of these Rules, the TPEx may notify the securities firm to make supplementations or corrections within a given timeframe or report the violation by letter to the competent authority. If the circumstances are serious, the TPEx may suspend the securities firm may be suspended from use of the TPEx trading system.
If any employee of the securities firm is found to be in violation of these Rules, the TPEx may directly notify the securities firm to give a warning to the employee, or suspend the employee's execution of business for from 1 month to 6 months, depending on the seriousness of the circumstances.
These Rules, and any amendments hereto, shall be publicly announced and enter into force after passage by the TPEx's board of directors and approval by the competent authority.