Chapter 1 General Principles
|
| Article 1 | These Regulations are adopted in accordance with the provisions of paragraph 4 of Article 8 of the Act Governing Investment in Taiwan by Overseas Chinese and paragraph 4 of Article 8 of the Act Governing Investment by Foreign Nationals.
|
| Article 2 | Overseas Chinese and foreign nationals may invest in securities by the following means:
- investment in trust fund beneficiary certificates issued by ROC securities investment trust enterprises ("SITEs") and sold offshore ("Offshore Beneficiary Certificates");
- investment in ROC securities;
- investment in corporate bonds issued or privately placed overseas by ROC issuing companies ("Overseas Corporate Bonds");
- investment in depositary receipts, sponsored by ROC issuing companies, that are issued or privately placed overseas ("Overseas Depositary Receipts"); or
- investment in stocks issued, privately placed, or traded overseas by ROC issuing companies ("Overseas Stocks").
|
| Article 3 | The term "overseas Chinese and foreign nationals within the ROC" as used in these Regulations means natural persons or foreign institutional investors with residence in the territory of the ROC that hold an overseas Chinese ID card or an alien resident certificate, or branch offices established within the territory of the ROC by foreign juristic persons.
The term "overseas Chinese and foreign nationals outside the ROC" as used in these Regulations means overseas Chinese and foreign nationals, including natural persons and foreign institutional investors, outside the territory of the ROC.
The term "foreign institutional investor" as used in these Regulations means either an institutional investor established outside ROC territory in accordance with local law, or a branch company established in ROC territory by an overseas juristic person.
|
| Article 4 | ROC securities in which overseas Chinese and foreign nationals outside the ROC may invest shall be limited to the following:
- stocks, bond conversion entitlement certificates, and Taiwan depositary receipts issued or privately placed by listed, over-the-counter ("OTC"), or emerging-stock companies;
- securities investment trust fund beneficiary certificates;
- government bonds, financial bonds, ordinary corporate bonds, convertible corporate bonds, and corporate bonds with warrants;
- beneficial securities placed publicly or privately by trustee institutions, or asset-backed securities placed publicly or privately by special-purpose companies;
- call warrants and put warrants; and
- other securities as approved by the Financial Supervisory Commission, Executive Yuan (FSC).
Where funds have been transferred to Taiwan for the purchase of any of the securities listed in the preceding paragraph but the funds have not yet been invested, theFSC, depending on domestic economic and financial conditions and the state of the securities market, limit the use of such funds. The percentage of any investment cap shall be determined by the FSC after consultation with the competent authority for foreign exchange business.
Where a trust fund offered and issued overseas by a SITE invests in ROC securities, the range of securities in which it is allowed to invest shall be subject to the provisions of the Regulations Governing Securities Investment Trust Funds.
Except as otherwise provided by law, overseas Chinese and foreign nationals located within the ROC may invest in an unrestricted range of securities.
|
| Article 5 | The FSC shall determine the issuing companies in whose securities investments may be made by the trust funds that SITEs issue and sponsor overseas, or by overseas Chinese and foreign nationals. Such investment may be exempted from the prohibitions and restrictions on investment by overseas Chinese and foreign nationals in specific industries as set forth in the Executive Yuan's negative list, except where other applicable acts or regulations prohibit investment by foreign nationals or limit the percentage of equity holdings by overseas Chinese or foreign nationals.
Where other applicable acts or regulations limit the percentage of equity holdings by overseas Chinese or foreign nationals in a particular issuing company, and where total investments by SITE-managed offshore trust funds, overseas Chinese, and foreign nationals in any of the following instruments issued by such company amount to less than the legally specified maximum, in the amount that such total investments fall short of the legally specified maximum, the issuing company may: privately place or apply to offer and issue overseas convertible corporate bonds and Overseas Corporate Bonds with warrants; issue Overseas Stocks; and sponsor issuance of Overseas Depositary Receipts:
- ROC stocks;
- shares and bond conversion entitlement certificates that serve as the underlying instruments for conversions, swaps, or warrant exercise transactions involving ROC corporate bonds;
- shares and conversion entitlement certificates that can be obtained through conversions, swaps, or warrant exercise transactions carried out by the holder of ROC corporate bonds for which corporate shares serve as the underlying instruments for conversions, swaps, or warrant exercise transactions;
- shares that can be obtained through conversions, swaps, or warrant exercise transactions carried out by the holder of Overseas Corporate Bonds for which corporate shares serve as the underlying instruments for conversions, swaps, or warrant exercise transactions; or
- Overseas Stocks.
|
| Article 6 | An overseas Chinese or foreign national investing in securities shall appoint an agent or representative within the territory of the ROC to file tax returns and pay taxes on his or her behalf. Documents evidencing such appointment shall be completed and submitted to the competent tax authority for approval. In case of a change of agent or representative, the successor agent or representative shall prepare another set of such documents evidencing its appointment to file and pay taxes on behalf of the client, and shall submit such documents to the competent tax authority for approval.
When an overseas Chinese or foreign national applies for exchange settlement of earnings from securities investments, an agent or representative (appointed in accordance with the provisions of Article 16) shall carry out exchange settlement in accordance with the provisions of the applicable foreign exchange-related laws and regulations, by submitting either the documents set forth under the preceding paragraph evidencing the filing of a tax return and payment of taxes by an agent/representative approved by the tax authorities, or a tax payment certificate issued by the competent tax authority; provided, however, that during any period during which the securities exchange has the option of suspending the collection of income tax, any party that satisfies the following provisions and for whom an agent or representative (appointed in accordance with the provisions of Article 16) has submitted evidentiary documents, may proceed forthwith to carry out exchange settlement in accordance with the provisions of the applicable foreign exchange-related laws and regulations:
- Has not acquired securities investment income from transfer of registered shares as set forth in Article 16 or 17 of the Act for Upgrading Industries prior to the amendment thereto promulgated on 31 December 1999, or in Article 13 of the former Statute for Encouragement of Investment.
- Taxes on income from any other transactions have already been duly paid.
The format of the documents evidencing the appointment of the agent or representative for tax return filing and tax payment under paragraph 1 shall be prescribed by the Ministry of Finance.
Where the evidentiary documents submitted by an agent or representative appointed in accordance with the provisions of paragraph 2 contain false information, the matter shall be handled in accordance with the applicable provisions of the Income Tax Act and the Tax Collection Act.
|
Chapter 2 Investing in Offshore Beneficiary Certificates
|
| Article 7 | A SITE that issues Offshore Beneficiary Certificates for subscription by overseas Chinese and foreign nationals for the purpose of establishing a [SITE-managed offshore] trust fund shall apply to the FSC for approval within one month after obtaining an approval letter from the competent authority for foreign exchange business.
Inward remittance of the funds for subscription to the [SITE Managed Offshore] Fund shall be handled in accordance with the applicable provisions of foreign exchange acts and regulations.
|
| Article 8 | Earnings derived from trust funds managed by SITEs may be distributed yearly to the beneficiaries of Offshore Beneficiary Certificates, provided that capital gains and stock dividends are distributed from realized gains only.
|
| Article 9 | The beneficiary of Offshore Beneficiary Certificates may, in accordance with the provisions of the applicable foreign exchange acts and regulations, carry out exchange settlement or reinvest in ROC securities using the proceeds from any of the following sources: proceeds from a buyback [of Offshore Beneficiary Certificates]; proceeds from the distribution of trust fund assets by a SITE; or earnings distributed pursuant to the preceding article.
Overseas Chinese and foreign nationals outside the ROC reinvesting in ROC securities in accordance with the preceding paragraph shall enter their investments in the accounts set forth under Article 22, submit a report within five days to the competent authority for foreign exchange business, and submit [the relevant] materials to the Taiwan Stock Exchange Corporation (TSEC) for registration. Where the total resulting investments exceed the originally approved investment cap or the limit as provided in Article 12, such excess amount shall be exempt from the approval requirement set forth under Article 10.
The provisions of Articles, 16, 17, 20, 21, 23, and paragraph 2 of Article 27 shall apply mutatis mutandis to reinvestment, pursuant to paragraph 1 of this article, in ROC securities by overseas Chinese and foreign nationals outside the ROC.
The provisions of Article 10 shall apply mutatis mutandis to reinvestment in ROC securities, in accordance with paragraph 1 of this article, by overseas Chinese and foreign nationals within and outside the ROC.
|
Chapter 3 Investing in ROC Securities
|
| Article 10 | Overseas Chinese and foreign nationals outside the ROC wishing to invest in ROC securities shall apply to the TSEC for registration in accordance with TSEC operating rules and bylaws by submitting the relevant documents; provided, however, that this requirement shall not apply to overseas Chinese and foreign nationals within the ROC investing in government bonds, financial bonds that do not confer equity rights, ordinary corporate bonds, or open-ended beneficiary certificates.
Overseas Chinese and foreign nationals outside the ROC applying to complete the registration set forth under the preceding paragraph shall submit an application form together with the following documents:
- a Power of Attorney for Agent or Letter of Appointment for Representative;
- identity documents conforming to the provisions of Article 3, paragraph 2;
- other documents as required by the FSC.
Overseas Chinese and foreign nationals who have already completed registration with the Taiwan Futures Exchange Corporation (TAIFEX) and obtained qualification to engage in domestic futures trading are exempted from carrying out the registration procedures referred to in paragraph 1.
|
| Article 11 | When an overseas Chinese or foreign national carries out the registration referred to in paragraph 1 of the preceding article, the TSEC may reject the application if any one of the following situations exists:
- the registered documents or particulars thereof are found to be fraudulent or untrue;
- the registered documents are incomplete or have not been fully filled out, and the applicant has failed, upon notification, to provide the missing information within the specified time period; or
- the registrant has committed a major violation of these Regulations or of securities or futures trading laws or regulations.
- its registration has been cancelled by the TAIFEX pursuant to futures trading laws or regulations.
After an overseas Chinese or foreign national has registered, the TSEC may cancel the registration if any one of the circumstances set forth under the preceding paragraph is discovered.
|
| Article 12 | The limits on investment in ROC securities by overseas Chinese and foreign natural persons outside the ROC shall be set by the FSC following consultation with the competent authority for foreign exchange business.
|
| Article 13 | An overseas Chinese or foreign national outside the ROC applying for exchange settlement of funds in connection with an investment in ROC securities shall act in accordance with the applicable foreign exchange acts and regulations, annexing the approval letter of the TSEC.
|
| Article 14 | An overseas Chinese or foreign national outside the ROC who invests in ROC securities may apply for exchange settlement of investment capital, earnings on investments, and proceeds from the sale of borrowed securities; provided, however, that exchange settlement is only permitted for those capital gains and stock dividends that constitute realized gains.
Applications for foreign exchange settlement pursuant to the preceding paragraph shall be handled in accordance with the applicable foreign exchange acts and regulations.
|
| Article 15 | Under any of the circumstances listed below, an overseas Chinese or foreign national outside the ROC that has received approval for investment in ROC securities shall be deemed to be making an outward remittance of investment capital; all remittances shall be recorded in the accounts set forth under Article 22, reported within five days to the competent authority for foreign exchange business, and at the same time shall be provided to the TSEC for registration:
- the investor invests in depositary receipts issued by a foreign issuer within the ROC, and subsequently asks the depository institution to redeem such receipts for the underlying securities evidenced thereby;
- the investor invests in stocks issued by a foreign issuer within the ROC and denominated and settled in New Taiwan Dollars, and subsequently resells those stocks in an offshore securities market; or
- the investor invests in New Taiwan Dollar-denominated ordinary corporate bonds, convertible corporate bonds, or corporate bonds with warrants issued by a foreign issuer within the ROC, and subsequently makes a request overseas to redeem such instruments or convert them into stock.
- the investor uses its securities holdings as [the underlying securities for] depositary receipts, sponsored by an ROC issuing company, that that are issued or privately placed overseas, or the investor re-issues Overseas Depositary Receipts in accordance with the provisions of Article 31, paragraph 1.
|
| Article 16 | An overseas Chinese or foreign national outside the ROC investing in ROC securities shall appoint a local agent or representative to undertake matters such as opening accounts for trading in ROC securities; applying to exchange, convert into, or subscribe to domestic corporate bonds; exercising rights in purchased securities; applying for exchange settlement; and paying taxes.
The required qualifications for the agent or representative in the preceding paragraph are as follows:
- Requirements for an agent:
- If a natural person: Must have legal capacity. If the person is a natural person who is an overseas Chinese or a foreign national, he must be living within ROC territory and possess an overseas Chinese ID card or an Alien Resident Certificate.
- If a juristic person: Must be established in accordance with ROC acts and be qualified to act as an agent.
- If a foreign juristic person: Must have established a branch company within ROC territory and be qualified to act as an agent.
- Requirement for a representative: Must be the representative at a representative office established in the ROC, or be the responsible person at a branch office.
Where an agent is either a juristic person or a foreign juristic person as set forth under subparagraph 1, items 2 and 3 of the preceding paragraph, one natural person must be designated to carry out the services of agent.
A foreign institutional investor outside the ROC holding shares in a public company shall appoint an ROC agent or representative to exercise the voting rights attaching thereto unless otherwise provided by law.
|
| Article 17 | An overseas Chinese or foreign national outside the ROC that invests in ROC securities shall designate a bank, approved by the FSC to offer custodial services, to act as its custodian institution and to handle related matters, such as custodianship of funds and certificates related to securities investments, confirmation of trades, transaction settlement, and reporting of relevant information.
|
| Article 18 | An overseas Chinese or foreign national outside the ROC investing in ROC securities shall designate an ROC agent to apply for the opening of a New Taiwan Dollar account. The agent designated to open such account must be an ROC securities firm or financial institution.
An overseas Chinese or foreign national outside the ROC investing in ROC securities or otherwise utilizing funds [in the ROC] must open a current account or a current savings account denominated in New Taiwan Dollars at an ROC financial institution. Such account must be opened specifically as a custodial account to be used by a custodian institution for the provision of custodial services at the investor's request. Such account shall only be for the purpose of settling transactions.
|
| Article 19 | An overseas Chinese or foreign national applying to a securities firm to open an account for securities trading shall submit a letter of approval from the TSEC. Upon completion of the account-opening procedures, the securities firm shall file a letter of notification with the Stock Exchange or the GreTai Securities Market.
|
| Article 20 | An overseas Chinese or foreign national outside the ROC consigning trading of ROC securities to a domestic securities firm shall provide a record of the consignment. The appointed custodian institution shall confirm the trade and handle settlement procedures.
|
| Article 21 | An overseas Chinese or foreign national outside the ROC shall use inwardly remitted investment capital for the purpose of investment in ROC securities in accordance with these Regulations and the provisions of other applicable acts and regulations, and shall, except as otherwise provided by the FSC, abide by the following provisions:
- It shall not engage in securities margin trading.
- It shall not sell securities it does not hold.
- It shall not extend loans or provide security.
- It shall not entrust custody of securities to any juristic person or individual other than a custodian institution or centralized securities depository.
|
| Article 22 | A custodian institution shall establish accounts in which information on the utilization of the funds and securities inventories of each overseas Chinese or foreign national outside the ROC shall be recorded on a daily basis, and the previous day's inward and outward remittances shall be reported to the competent authority for foreign exchange business. Within ten days of the end of each month, such party shall produce a statement of trades, inward and outward remittances of funds, and securities inventories for the previous month; this information shall be reported to the competent authority for foreign exchange business, and shall at the same time be provided to the TSEC for registration.
|
| Article 23 | The FSC may, when necessary, require an overseas Chinese or foreign national outside the ROC to submit the following information:
- a list of beneficial owners of the investment capital, the amount of the capital, its source, and related information;
- information on utilization of inward-remitted investment funds, securities trading details, and inventory information (the FSC may examine the securities inventories and accounts);
- detailed information on derivative products issued or traded offshore for which the stock of ROC public companies serves as the underlying securities; or detailed information on ROC public company stock held on behalf of a principal engaging in derivatives trading;
- information on persons giving trading orders for investment in ROC securities, including their name, nationality, contact information, and other related information; and
- other information as specified by the FSC.
|
Chapter 4 Investing in Overseas Corporate Bonds
|
| Article 24 | With respect to their holdings of Overseas Corporate Bonds (issued or privately placed by a domestic issuer) to which conditions attach that allow for conversion or subscription to stock, overseas Chinese and foreign nationals may, in accordance with the terms of issuance and conversion or subscription, request to receive securities issued by a domestic issuer (either through bond conversion or the exercise of subscription rights).
An overseas Chinese or foreign national who holds Overseas Corporate Bonds privately placed by an ROC issuer shall not request to exchange the bonds or subscribe to the stock of another listed or OTC company in accordance with the terms of issuance and conversion or subscription until at least three years from the date of delivery of such privately placed Overseas Corporate Bonds.
Where an overseas Chinese or foreign national who holds privately placed Overseas Corporate Bonds converts the bonds (or exercises subscription rights attached thereto) to acquire securities issued by an ROC issuer, and stock dividends or new shares are subsequently distributed out of earnings or capital reserves, the shares thus received by such person shall not be sold on an ROC market until at least three years after the privately placed Overseas Corporate Bonds have been delivered and the ROC issuer has reported a supplemental public issuance to the FSC.
|
| Article 25 | The provisions of Articles 16 to 18 and Articles 21 to 23 shall apply mutatis mutandis where an overseas Chinese or foreign national outside the ROC exchanges, converts into, or subscribes to the securities of an ROC company pursuant to the preceding article.
The provisions of Articles 10 and 19 shall apply mutatis mutandis where an overseas Chinese or foreign national exchanges, converts into, or subscribes to the securities of an ROC company pursuant to the preceding article; provided, however, that the provisions of said articles shall not apply to overseas Chinese or foreign nationals who have received approval or registration to invest in ROC securities.
Where overseas Chinese or foreign nationals act before the 27 June 2003 amendments to these Regulations enter into force to open a dedicated account for the conversion of overseas convertible corporate bonds in accordance with regulations, after submitting the necessary documentation they shall apply to the Stock Exchange, to process a transfer of assets.
|
| Article 26 | Overseas Chinese and foreign nationals may apply for exchange settlement of distributions received for securities obtained under Article 24, and of proceeds obtained from the sale of such securities.
Overseas Chinese and foreign nationals may apply for exchange settlement, in one lump sum, of proceeds obtained from any allocation of residual assets of the company issuing the corporate bonds.
Overseas Chinese and foreign nationals applying for exchange settlement pursuant to the preceding two paragraphs shall comply with the applicable foreign exchange acts and regulations.
|
| Article 27 | Where an overseas Chinese or foreign national exchanges, converts into, or subscribes to the securities of an ROC company under Article 24, the inward remittance of funds deemed to be investment capital shall be entered into the accounts set forth under Article 22;within five days this information shall be reported to the competent authority for foreign exchange business, and shall at the same time be provided to the TSEC for registration.
Where an inward remittance contemplated under the preceding paragraph is made, the amount thereof shall be added to the total figure for investments already made in ROC securities [by the investor in question].
|
| Article 28 | Overseas Chinese and foreign nationals who have obtained stock shares pursuant to Article 24 may subscribe to new shares in accordance with the applicable provisions of the Company Law when the issuing company in which they have invested carries out a cash capital increase, and may apply for inward remittance of the funds necessary for such subscription.
Overseas Chinese and foreign nationals making inward remittances of funds for share subscriptions pursuant to the preceding paragraph shall do so in compliance with the applicable foreign exchange acts and regulations.
|
Chapter 5 Investing in Overseas Depositary Receipts
|
| Article 29 | Overseas Chinese and foreign nationals may request redemption of Overseas Depositary Receipts in which they have invested. When applying for redemption, they may request that the securities evidenced by the Overseas Depositary Receipts be transferred to them by the depository institution, or may request the sale of the depository institution sell the securities evidenced by the Overseas Depositary Receipts and forward payment to them of the proceeds therefrom after deduction of taxes and relevant fees.
With respect to their holdings of privately placed Overseas Depositary Receipts and any depository receipts subsequently distributed in connection with an issue of stock dividends or new shares out of earnings or capital reserves, overseas Chinese and foreign nationals shall not, after redemption for shares issued by an ROC issuer, sell such shares on an ROC market until at least three years after the Overseas Depositary Receipts have been delivered and the ROC issuer has reported a supplemental public issuance to the FSC.
|
| Article 30 | When an overseas Chinese or foreign national outside the ROC who has invested in Overseas Depositary Receipts requests to redeem such receipts for the securities evidenced thereby, the provisions of Articles 16, 17, 20, 21, and 23 shall apply mutatis mutandis.
The provisions of Articles 10 and 19 apply mutatis mutandis to the handling of matters related to investments by overseas Chinese and foreign nationals in Overseas Depositary Receipts; provided, however, that this provision shall not apply to overseas Chinese or foreign nationals who have received approval or registration to invest in ROC securities.
The provisions of Articles 26 to 28 apply mutatis mutandis to the handling of matters related to investments by overseas Chinese and foreign nationals in Overseas Depositary Receipts.
Where overseas Chinese or foreign nationals act before the 27 June 2003 amendments to these Regulations enter into force to open a dedicated account for the redemption of Overseas Depositary Receipts in accordance with applicable regulations, after submitting the necessary documentation they shall apply to the Stock Exchange to process a transfer of assets.
|
| Article 31 | Overseas Depositary Receipts must be redeemed before investors can buy (either directly or via a depositary institution) the original securities on an ROC market, and the original securities thus purchased shall not exceed the quantity of shares for which the receipts were redeemed. [Once investors have purchased Overseas Depositary Receipts thus redeemed,] they must place the original securities in the care of a custodian institution before a depositary institution can reissue Overseas Depositary Receipts evidencing the same securities.
The reissuance of Overseas Depositary Receipts contemplated under the preceding paragraph may only take place where it is expressly provided in both the deposit contract and the custody contract that Overseas Depositary Receipts may be reissued following their redemption.
Exchange settlement matters arising in connection with the funds required for the transactions contemplated under paragraph 1 shall be handled in accordance with the applicable foreign exchange acts and regulations.
|
Chapter 6 Investing in Overseas Stocks
|
| Article 32 | Overseas Chinese and foreign nationals may sell on ROC markets Overseas Stocks in which they have invested.
Where an overseas Chinese or foreign national holds privately placed overseas shares, or shares received through subsequent distributions out of earnings or capital reserves, such shares shall not be sold on an ROC market until at least three years after the privately placed overseas shares have been delivered and the ROC issuer has reported a supplemental public issuance to the FSC.
|
| Article 33 | Articles 16, 17, 20, 21, and 23 shall apply mutatis mutandis where overseas Chinese or foreign nationals outside the ROC apply to sell, on an ROC market, Overseas Stocks in which they have invested.
Articles 10 and 19 shall apply mutatis mutandis where overseas Chinese or foreign nationals apply to sell, on an ROC market, Overseas Stocks in which they have invested; provided, however, that this provision shall not apply to overseas Chinese or foreign nationals who have received approval or registration to invest in ROC securities.
|
| Article 34 | When cash dividends or residual assets are distributed by an ROC issuing company with respect to an Overseas Stock, overseas Chinese or foreign nationals may apply for a lump-sum exchange settlement of funds in the amount of the distribution to which they are entitled.
Overseas Chinese or foreign nationals who sell Overseas Stocks in accordance with the provisions of Article 32 may apply for a lump-sum exchange settlement of the proceeds.
Overseas Chinese or foreign nationals applying for exchange settlement under the preceding two paragraphs shall do so in accordance with the applicable foreign exchange acts and regulations.
|
| Article 35 | After Overseas Stocks have been sold on an ROC market, Overseas Chinese and foreign nationals may purchase shares in such stocks in a quantity not exceeding the quantity originally sold and then trade such shares on an offshore market. Exchange settlement of the necessary funds shall be handled through the custodian institution in accordance with the applicable foreign exchange acts and regulations.
|
| Article 36 | Where an issuing company in which overseas Chinese or foreign nationals have invested carries out a cash capital increase through a new share issue, the provisions of Article 28 shall apply mutatis mutandis.
|
| Article 37 | Where an overseas Chinese or foreign national sells Overseas Stocks in accordance with the provisions of Article 32, the inward remittance of funds deemed to be investment capital shall be entered into the accounts set forth under Article 22; within five days this information shall be reported to the competent authority for foreign exchange business, and shall at the same time be provided to the TSEC for registration.
Where an inward remittance contemplated under the preceding paragraph is made, the amount thereof shall be added to the total figure for investments already made in ROC securities [by the investor in question].
|
Chapter 7 Supplementary Provisions |
| Article 38 | Overseas Chinese and foreign nationals found in violation of these Regulations or other relevant acts and regulations shall be punished in accordance with applicable acts and regulations.
|
| Article 39 | These Regulations shall enter into force from the date of promulgation.
|