Chapter I General Principles
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| Article 1 | These Rules are adopted pursuant to Articles 82-2 and 109 of the Operating Rules of the TWSE. |
| Article 2 | The term "securities borrowing and lending transaction," or simply "securities loan transaction," means a transaction in which a lender agrees to lend securities and the borrower to return or redeliver securities of the same kind and quantity. |
| Article 3 | A lender may charge a securities lending fee for lending securities to a borrower. |
| Article 4 | A lender shall warrant that the securities it offers for lending, and a borrower that the securities or bank guarantee it provides to secure a loan, are free and clear of all liens, claims, and encumbrances of any nature whatsoever, and that if any defect is found or any legal dispute arises, a replacement shall be made on the next business day following a notice to that effect. |
Chapter II TWSE Securities Lending System
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| Article 5 | Securities borrowing and lending transactions as regulated by these Rules shall be divided into three types, defined as follows:
1. Fixed-price transaction: a loan transaction in which a borrower or lender (each hereinafter referred to as an "SBL participant") places an order with a securities firm, authorizing and empowering it to enter a borrowing or lending quote, as the case may be, at a fee rate declared by the TWSE, and which is executed through a matching process on the TWSE securities lending system as stated in Article 19.
2. Competitive bid transaction: a loan transaction in which an SBL participant fixesa fee rate for borrowing or lending securities, at an interest rate of not more than 20 percent per annum and subject to a minimum tick of 0.1 percent for submission of quotes, and places an order with a securities firm, authorizing and empowering it to enter a borrowing or lending quote at that fee rate, and which is executed through a matching process on the TWSE securities lending system as stated in Article 21.
3. Negotiated transaction: a loan transaction in which an SBL participant seeks its own counterparty, and the two parties concerned negotiate and agree between themselves on the lending fee rate, to be an interest rate of not more than 20 percent per annum and subject to a minimum tick of 0.01 percent, and other loan terms and conditions. |
| Article 6 | Once a fixed-price or competitive bid transaction is executed through matching by the TWSE of corresponding borrowing and lending quotes, a securities loan agreement shall then come to existence and take effect between the borrower and the lender concerned. From the time the transaction is executed through such matching, the TWSE will undertake obligations in the place of both the borrower and the lender, for which it also acquires the corresponding claims in relation to the same subject matter, and assume the claims of the borrower against the lender, and also of the lender against the borrower, thereby acting as the counterparty to both the borrower and the lender in that transaction. In such capacity, the TWSE will guarantee the performance of the loan agreement pursuant to these Rules and have responsibility for giving notice to the central securities depository to proceed with the receipt and delivery of the subject securities underlying the loan transaction (hereinafter, the "subject securities"), the receipt and deposit of collateral supporting the borrowing of securities ("loan collateral") and any further procedures in relation to marking-to-market, return or redelivery, and entitlement compensation. Any loan collateral thus received by the TWSE shall be held for the benefit of the lender and not constitute the property of the TWSE.
In the case of a negotiated transaction, the TWSE shall not be responsible for guaranteeing the performance of the loan agreement or any obligation, and the borrower and the lender shall handle such issues as the receipt and deposit, marking-to-market, and return between themselves regarding the loan collateral; the TWSE will only assume the responsibility that, upon confirmation that the loan terms and conditions reflected in the report on the execution of the lending transaction entered into the TWSE securities lending system are consistent with those reflected in the corresponding report on the execution of the borrowing transaction entered, it shall give notice to the central securities depository to effect a book-entry transfer for the delivery, return, and compensation of any entitlement arising from the securities, as the case may be.
In view of any risk of loss it might incur when taking action to buy in securities for return of a securities loan, the TWSE shall set aside a reserve from, and of a certain percentage of, each loan service fee it receives, and in the event of deficiency, it shall pay out of its own funds. |
| Article 7 | A securities firm shall enter into a Master Securities Borrowing and Lending Agreement with the TWSE, in the form set out in Appendix 1 hereto, before it may accept authorization and empowerment from an SBL participant to apply for opening a securities borrowing and lending account, and further to carry out securities loan transactions and to submit regulatory filings reporting the execution of negotiated transactions, on behalf of the SBL participant. |
| Article 8 | An SBL participant shall enter into a Securities Borrowing and Lending Authorization Agreement with a securities firm, in the form set out in Appendix 2 hereto, whereby it shall authorize and empower the securities firm to submit an application for opening a securities borrowing and lending account on its behalf, and the SBL participant may authorize and empower its securities firm to submit quote for a fixed-price or competitive bid transaction and any regulatory filing reporting the execution of a negotiated transaction, and to do any other things relevant to securities borrowing and lending transactions, only after review and approval of the account opening application by the TWSE; the effective existence of the authorization agreement shall be a condition precedent to the continuance of the authorization and empowerment granted to the securities firm for dealing with such matters.
An SBL participant applying for opening of a securities borrowing and lending account shall have an authorized person to prepare a letter of authorization, an application form for opening a securities borrowing and lending account, and other relevant supporting documents, and shall authorize and empower a securities firm to submit an application to the TWSE for opening a securities borrowing and lending account on its behalf. The securities firm shall truly review the content of the securities borrowing and lending account opening application form and relevant attached documents, and affix its corporate seal and the seal of the statutory representative on the photocopies of the forwarded relevant documents and indicate thereon the words "Same as Original."
The securities firm shall enter any information on account opening or cancellation of account with respect to the SBL participant, and any change in such account information, into the TWSE's computer system.
The securities firm processing securities borrowing and lending transactions as authorized and empowered by the SBL participant shall exercise the due care of a good administrator in doing so. |
| Article 9 | Any rights and obligations that may arise between an SBL participant and its securities firm, between the SBL participant and the TWSE, and between the securities firm and the TWSE, out of a securities borrowing or lending transaction shall be subject to and governed by the regulatory circulars regarding securities borrowing and lending issued by the competent authorities, these Securities Borrowing and Lending Rules, other applicable rules and circular letters, as well as the Master Securities Borrowing and Lending Agreement, the Securities Borrowing and Lending Authorization Agreement, and other applicable agreement documents. |
| Article 10 | An SBL participant, if and only if an institutional participant as specified below, may authorized and empower a securities firm to act on its behalf in submitting an application to the TWSE for opening a securities borrowing and lending account, in obtaining the eligibility as a participant in the securities borrowing and lending market, in conducting fixed-price and competitive bid transactions for borrowing and lending of securities, and in submitting regulatory filings reporting the execution of negotiated transactions:
1. Lender: an insurance company, bank, trust investment company, securities firm, futures commission merchant, securities investment trust fund, futures trust fund, securities finance enterprise, designated offshore foreign institutional investor, government fund, employee stock ownership trust agreement, customer securities trust agreement, and any other entity as approved by the competent authority.
2. Borrower: a bank, securities firm, futures commission merchant, securities investment trust fund, securities finance enterprise, designated offshore foreign institutional investor, and any other entity as approved by the competent authority. |
| Article 11 | The TWSE will not entertain any application for opening a securities borrowing and lending account submitted by an SBL participant through an authorized securities firm if any of the following circumstances applies:
1. The applicant does not conform to the provisions of Article 10 or 49.
2. The applicant applies for opening a securities borrowing and lending account using the name of another person.
3. The applicant's securities trading brokerage contract with its securities firm has been terminated.
An SBL participant may authorize and empower a securities firm to open only one securities borrowing and lending account. This restriction, however, does not apply where it is specifically allowed that the SBL participant may open two or more trading accounts at the same place of business of a securities broker.
If any circumstance described in the subparagraphs of paragraph 1 occurs after a securities borrowing and lending account is opened, the TWSE shall suspend that SBL participant's participation in securities borrowing and lending transactions and notify it to settle all outstanding obligations and, upon closing out of all such positions, proceed to cancel the SBL participant's securities borrowing and lending account. |
| Article 12 | If there is any change in the information contained in a securities borrowing and lending account opening application form with respect to the company's name, name or national ID number of its agent or responsible person, government uniform invoice number as a profit-seeking enterprise or tax withholding agent, withholding tax rate, bank account number, address or mailing address, contact telephone number, or e-mail address, such change shall be entered, through the securities firm, into the TWSE securities lending system, together with a written notice to the TWSE.
If the applicant for conducting securities borrowing and lending transactions fails to give such written notice, the TWSE will proceed using the original recorded information, and the applicant shall be solely responsible for any legal issues that may arise and may not raise any objection whatsoever afterwards.
When the TWSE gives a notice by postal mail, if the notice is unable to be served due to a change of address or mailing address for which the SBL participant fails to give the notice required above, or otherwise due to a reason attributable to the SBL participant, such notice shall be deemed to have become effective as of the date of the first delivery attempt by the post office. |
| Article 13 | A securities firm or securities finance enterprise intending to carry on securities borrowing and lending business pursuant to the Regulations Governing Securities Lending by Securities Firms or pursuant to the Regulations Governing Securities Finance Enterprises shall sign a Securities Borrowing and Lending Agreement with the TWSE and open a securities borrowing and lending account before it may carry out securities borrowing and lending transactions through the TWSE securities lending system. |
| Article 14 | The subject securities in securities borrowing and lending transactions means any securities eligible for margin purchase and short sale transactions; any securities eligible to be underlying securities in the issuance of call (put) warrants; and any underlying securities on which any of the following derivative instruments have been issued where such securities are listed on Taiwan's exchange or OTC market:
1. Equity options.
2. Exchange traded funds (ETFs).
3. Domestic and overseas convertible and exchangeable corporate bonds.
4. Overseas depositary receipts.
The subject securities in securities borrowing and lending transactions as described in the preceding paragraph shall be those as announced by the TWSE and subject to any further adjustment by the TWSE having regard to the market situation. |
| Article 15 | The business hours in which securities borrowing and lending services are available through the TWSE securities lending system shall start from 9 am and end at 3 pm. |
| Article 16 | The quantity specified in a quote for a securities borrowing or lending transaction shall be as follows:
1. Lending quantity: 10 or more trading units of the subject securities.
2. Borrowing quantity: at least one trading unit of the subject securities. |
| Article 17 | A quote to borrow securities through a fixed-price or competitive bid transaction shall be valid only for the day on which the quote is submitted, while a quote to lend securities through such a transaction shall remain valid until cancelled. |
| Article 18 | A quote to lend or borrow securities through a fixed-price transaction, any change or withdrawal of such a quote, and the book-entry transfer of securities shall be handled in the following manner:
1. In the case of a quote to lend securities, its change or withdrawal, and book-entry transfer of the securities:
(1) A lender submitting a quote to lend securities shall have a securities firm to enter the account number, name of subject securities, quantity, and recall notification period into the TWSE securities lending system.
(2) Upon receipt of the quote, the TWSE will notify the central securities depository over a computer network to check the subject securities in the lender's central securities depository account (hereinafter, "CSD account") and put the securities on hold to make them available for lending; the quote will be invalid if the lender does not have enough subject securities in the account.
(3) A valid lending quote shall remain valid until executed, changed, or withdrawn, or if partially executed, remain valid with respect to the unexecuted portion.
(4) With respect to any unexecuted portion of the lending quote, the lender may at any time instruct the securities firm to reduce the lending quantity through the TWSE securities lending system, whereupon the TWSE will forthwith give notice of the reduction to the central securities depository to make a corresponding change to the quantity of subject securities put on hold.
(5) With respect to any unexecuted portion of the lending quote, the lender may at any time instruct the securities firm to withdraw its quote through the TWSE securities lending system. When the lender withdraws its lending quote, the TWSE will forthwith notify the central securities depository to release the subject securities put on hold for the unexecuted portion of the lending quote in the lender's CSD account.
(6) Upon execution of a transaction for the lending quote with a borrowing quote through a matching process, the TWSE will forthwith notify the central securities depository to effect a book-entry transfer of the subject securities on hold from the CSD account of the lender to that of the borrower.
2. In the case of a quote to borrow securities, its change or withdrawal, and book-entry transfer of securities:
(1) A borrower submitting a quote to borrow securities shall have a securities firm enter the account number, name of subject securities, quantity, return date, recall notification period, and details of collateral to be provided, into the TWSE securities lending system. The TWSE will notify the central securities depository over a computer network to effect a book-entry transfer of the collateral securities, if such is the case, from the borrower's CSD account to the TWSE custodial account exclusively used for collateral securities against securities borrowing.
(2) The borrower's borrowing quote will become effective upon the TWSE's confirmation that the aggregate value of the designated collateral satisfies the original margin requirement.
(3) Upon posting of collateral in a sufficient amount, the borrower may at any time instruct the securities firm to change the quantity, return date, or to withdraw the quote through the TWSE securities lending system with respect to any unexecuted portion of the original borrowing quote.
(4) Upon withdrawal of the borrowing quote, or with respect to the unexecuted portion of the quote, the borrower may instruct the securities firm to apply to the TWSE for return of, or cancellation of pledge on, any excess portion of the cash, bank guarantee(s), book-entry central government bond(s) or other collateral it has provided. The TWSE will forthwith notify the central securities depository to effect a book-entry transfer of the excess portion of collateral securities, if such is the case, from the TWSE custodial account of exclusive use for collateral securities against securities borrowing back to the borrower's CSD account.
(5) Upon execution of a transaction for the borrowing quote with a lending quote through a matching process, the TWSE will forthwith notify the central securities depository to effect a book-entry transfer of the subject securities on hold from the CSD account of the lender to that of the borrower. |
| Article 19 | In fixed-price transactions, borrowing quotes are matched against lending quotes that state the same terms and conditions with respect to the recall notification period, on a transaction-by-transaction basis and in an order of priority determined as follows:
1. With respect to borrowing quotes:
(1) Where the quantity from all lending quotes does not exceed that from all borrowing quotes, transactions will be executed for all lending quotes.
(2) Where the quantity from all lending quotes exceeds that from all borrowing quotes, the lending quotes will be matched in a random order determined by computer.
2. With respect to lending quotes:
(1) Where the quantity from all borrowing quotes does not exceed that from all lending quotes, transactions will be executed for all borrowing quotes.
(2) Where the quantity from all borrowing quotes exceeds that from all lending quotes, the borrowing quotes will be matched in the order of the time they are entered. |
| Article 20 | A quote to lend or borrow securities through a competitive bid transaction, any change or withdrawal of such a quote, and the book-entry transfer of securities shall be handled in the following manner:
1. In the case of a quote to lend securities, its change or withdrawal, and book-entry transfer of securities:
(1) A lender submitting a quote to lend securities shall have a securities firm to enter the account number, name of subject securities, quantity, recall notification period, and ask rate into the TWSE securities lending system.
(2) Upon receipt of the lending quote, the TWSE will notify the central securities depository over a computer network to check the subject securities in the lender's CSD account and put the subject securities on hold to make them available for lending; the quote will be invalid if the lender does not have enough subject securities in its account.
(3) A valid lending quote shall remain valid until executed, changed, or withdrawn, or if partially executed, remain valid with respect to the unexecuted portion.
(4) With respect to any unexecuted portion of the lending quote, the lender may at any time instruct the securities firm to reduce the lending quantity or the ask rate of lending fee through the TWSE securities lending system, whereupon the TWSE will give notice of the reduction to the central securities depository to make a corresponding change to the quantity of subject securities put on hold.
(5) With respect to any unexecuted portion of the lending quote, the lender may at any time instruct the securities firm to withdraw its quote through the TWSE securities lending system. When the lender withdraws its lending quote, the TWSE will forthwith notify the central securities depository to release the subject securities put on hold for the unexecuted portion of the lending quote in the lender's CSD account.
(6) Upon execution of a transaction for the lending quote with a borrowing quote through a matching process, the TWSE will forthwith notify the central securities depository to effect a book-entry transfer of the subject securities on hold from the CSD account of the lender to that of the borrower.
2. In the case of a quote to borrow securities, its change or withdrawal, and book-entry transfer of securities:
(1) A borrower submitting a quote to borrow securities shall have a securities firm to enter the account number, name of subject securities, quantity, return date, recall notification period, bid rate, and details of collateral to be provided, into the TWSE securities lending system. The TWSE will notify the central securities depository over a computer network to effect a book-entry transfer of the collateral securities, if such is the case, from the borrower's CSD account to the TWSE custodial account exclusively used for collateral securities against securities borrowing.
(2) The borrower's borrowing quote will become effective upon the TWSE's confirmation that the aggregate value of the designated collateral satisfies the original margin requirement.
(3) Upon posting of collateral in a sufficient amount, the borrower may at any time instruct the securities firm to change the quantity, bid rate of lending fee (the time of change is deemed the new order time), return date, or to withdraw the quote through the TWSE securities lending system with respect to any unexecuted portion of the original borrowing quote.
(4) Upon withdrawal of the borrowing quote, or with respect to the unexecuted portion of the quote, the borrower may instruct the securities firm to apply to the TWSE for return of, or cancellation of pledge on, any excess portion of the cash, bank guarantee(s), book-entry central government bond(s) or other collateral it has provided. The TWSE will forthwith notify the central securities depository to effect a book-entry transfer of the excess portion of collateral securities, if such is the case, from the TWSE custodial account of exclusive use for collateral securities against securities borrowing back to the borrower's CSD account.
(5) Upon execution of a transaction for the borrowing quote with a lending quote through a matching process, the TWSE will forthwith notify the central securities depository to effect a book-entry transfer of the subject securities on hold from the CSD account of the lender to that of the borrower. |
| Article 21 | In competitive bid transactions, borrowing quotes are matched against lending quotes that state the same terms and conditions with respect to the recall notification period, on a transaction-by-transaction basis and in an order of priority determined according to the following principles:
1. If the bid rate entered for a borrowing quote is at a rate higher than or equal to the lowest ask rate among all lending quotes, the borrowing quantity will be matched against one or more of the lending quotes available from among the lenders, determined in ascending order of the ask rates quoted by the lenders, until the borrowing quantity is reached; if the borrowing quantity is reached at a rate at which the total quantity from all lending quotes at that rate is higher than the quantity needed to be borrowed, one or more of those lending quotes will be selected on a random basis for matching, until the needed quantity is reached.
2. If the ask rate entered for a lending quote is at a rate lower than or equal to the highest bid rate among all borrowing quotes, the lending quantity will be matched against one or more of the borrowing quotes available from among the borrowers, determined in descending order of the borrowing bid rates quoted by the borrowers, until the lending quantity is reached; if the lending quantity is reached at a rate at which the total quantity from all borrowing quotes at that rate is higher than the quantity offered for lending, one or more of those borrowing quotes will be selected for matching, on a transaction-by-transaction basis and in the order of the time they are entered, until the needed quantity is reached. |
| Article 22 | If a borrower in a fixed-price or competitive bid transaction specifies in the borrowing quote that the securities thus borrowed will be used to satisfy the return obligation of another borrowing transaction, then the borrower, notwithstanding the provisions of Article 33 to the contrary, need not provide collateral for the present borrowing transaction, and upon execution of the present borrowing transaction through the matching process, the TWSE will notify the central securities depository to proceed with the return of the loan by transferring the securities thus borrowed to the specified lender's CSD account, as per the instructions of the borrower.
The quantity of securities in a borrowing quote under the preceding paragraph shall not exceed the quantity of securities not yet returned for the specified securities borrowing transaction record, and the borrower may engage in such a practice only through the same securities firm and via the same securities borrowing account. |
| Article 23 | A negotiated transaction shall be conducted in the following manner:
1. A borrower and a lender shall negotiate and agree between themselves on the terms and conditions of a securities loan that cover, with respect to the securities to be loaned, the type, quantity, lending rate, loan period, and with respect to the collateral to be provided, the type, terms and conditions, and how entitlement compensation will be made, and shall enter into a Negotiated Securities Loan Transaction Agreement (in the form set out in Appendix 3 hereto), under which the borrower shall provide collateral to the lender.
2. The borrower and the lender shall respectively instruct their authorized securities firm to submit on their behalf regulatory filings reporting the execution of the borrowing transaction and reporting the execution of the lending transaction by entering the information of the regulatory reports into the TWSE securities lending system, specifying therein such information as the name of securities, borrowing/lending quantity, lending fee rate as executed for the transaction, return date, securities book-entry transfer date, collateral margin, the borrower's securities borrowing and lending account and that of the lender, and the securities book-entry transfer date, which transfer date may be either the report filing date or the next following business day; and the borrower and the lender may submit their respective regulatory filing reporting the execution of the negotiated transaction through the same or through different securities firms.
3. Where the securities book-entry transfer date of the filed regulatory report on the execution of the lending transaction is the report filing date, the TWSE will thereupon notify the central securities depository to put the subject securities on hold to make them available for lending; the lending transaction report will become invalid if the lender does not have sufficient securities on deposit in its CSD account.
4. No change may be made to the loan terms and conditions stated in the filed regulatory report on the execution of the negotiated transaction once the TWSE confirms that those in the regulatory report on the execution of the borrowing transaction are consistent with those in the regulatory report on the execution of the lending transaction. If the securities book-entry transfer date is the next business day following the report filing date, the lender and the borrower may, acting jointly, apply for withdrawal of that negotiated transaction report at any time from the TWSE's confirmation until before 10 am on the securities book-entry transfer date.
5. Where the securities book-entry transfer date of the regulatory reports on the execution of the negotiated transaction is the report filing date, the TWSE upon confirmation will notify the central securities depository to transfer the securities.
6. Where the securities book-entry transfer date of the regulatory reports on the execution of the negotiated transaction is the next business day following the report filing date, the TWSE will give notice to the central securities depository at 10:30 am on that day advising it to transfer the securities; the negotiated transaction report will become invalid if the lender does not have sufficient subject securities on deposit in its CSD account, in which case the TWSE will not execute the transaction and will thereupon issue a notice to the lender and borrower through their securities firm(s). |
| Article 24 | Where in a regulatory report on the execution of a negotiated transaction the securities book-entry transfer date is specified as the next business day following the report filing date, if a circumstance arises that the borrower needs to sell the borrowed securities before they are transferred to its CSD account, it may only do so though the authorized securities firm that has submitted on its behalf the regulatory filing reporting the execution of the borrowing transaction.
If after the borrower under the preceding paragraph has executed the securities sale transaction the transfer of securities for the negotiated transaction fails to be completed by the due date, making the borrower unable to satisfy its delivery obligation with the securities firm handling the sell order, the TWSE will, depending on which party is held responsible for such failure, suspend or terminate the lender's or borrower's participation in securities borrowing and lending transactions, or otherwise announce an event of default on the part of the lender or borrower. |
| Article 25 | The period of a securities loan may not exceed 6 months in maximum, starting from the execution date of the loan transaction.
The borrower may return the borrowed securities any time during the agreed period.
If the lender does not make a recall request during the term of the loan, the borrower may, at any time during the period from the tenth business day before expiration of the loan term to the expiration date, submit a notice through the TWSE to the lender requesting renewal of the loan; the lender shall be deemed to have refused to grant consent if it does not otherwise indicate upon receipt of the notice.
The request for renewal of a loan under the preceding paragraph may be granted with one and only one extension of not more than 6 months, and no term or condition of the loan may be changed except solely for the loan period. |
| Article 26 | In a fixed-price or competitive bid transaction, the subject securities shall be returned within the following timeframe, and in the following manner, as the case may be:
1. Return of securities on due date: the TWSE will, ten business days prior to the scheduled return date, notify the borrower through the securities firm to return the subject securities.
2. Return of securities before due date: the borrower may return the subject securities, in whole or in part, at any time from the next business day following the borrowing date.
3. Lender's request for early return of securities: the lender may initiate a request for early return of securities on any date which is one, three, or ten business days prior to the date to be scheduled as the early return date in accordance with the terms and conditions under which the borrowing/lending application is made; the borrower shall return the subject securities as requested, in one or more batches, starting from the next business day following the receipt of the notice.
4. Compulsory early return of securities:
(1) When upon review the subject securities are no longer found eligible, the TWSE may notify the borrower to return securities in satisfaction of the loan within a specified period of time.
(2) If the issuer of the subject securities undergoes a merger or consolidation, capital reduction, or any other event affecting the exercise of shareholder's rights by the lender, the borrower shall return securities in satisfaction of the loan by the sixth business day before the book closure date.
(3) If the subject securities are the subject of an announcement of suspension of trading, where the time for resumption of trading is not specified, or of delisting from the relevant stock exchange or over-the-counter market, the borrower shall return securities in satisfaction of the loan within a period of time specified by the TWSE.
(4) If due to a natural disaster or other emergency, the trading on the securities market is suspended across the board and the time for resumption of trading is not specified, the borrower shall return securities in satisfaction of the loan within a period of time specified in a TWSE announcement.
Upon receipt of a regulatory report on securities return filed by the borrower through its securities firm via the TWSE securities lending system, the TWSE will notify the central securities depository to effect a book-entry transfer of the securities to be returned, from the CSD account of the borrower back to that of the lender, with a notice to the borrower and the lender respectively through their securities firms.
The borrower's obligation, liability, and duty arising from its borrowing of securities are not satisfied unless and until all subject securities borrowed, all entitlements incurred during the borrowing period, and all relevant fees and expenses are fully returned or paid. |
| Article 27 | A borrower in a negotiated transaction shall return the subject securities within the following timeframe, and in the following manner, as the case may be:
1. Return of securities on due date: the TWSE will, ten business days prior to the agreed return date, give notice to the borrower's authorized securities firm, to be forwarded to the borrower, advising it to return the securities.
2. Return of securities before due date: the borrower and the lender may between themselves agree that the return of securities be made at any time before the due date, and the two parties shall instruct their authorized securities firms to submit a regulatory filing to the TWSE reporting the change of return date.
3. Compulsory early return of securities: upon occurrence of any of the circumstances under subparagraph 4, paragraph 1 of the preceding article, the borrower shall return the securities within the relevant period of time specified in that subparagraph.
Upon receipt of a regulatory report on securities return from the borrower, as entered by its authorized securities firm on its behalf into the TWSE securities lending system, the TWSE will notify the central securities depository to effect a book-entry transfer of the subject securities to be returned, from the CSD account of the borrower to that of the lender, with a notice to the borrower and the lender respectively through their securities firms. |
| Article 28 | The TWSE shall make the following information available for query over a computer network or the Internet:
1. With respect to fixed-price transactions:
(1) The fixed rate.
(2) Execution information: display the total volume of executed transactions in each security.
(3) Lending information: display the total volume of unexecuted lending orders for each security.
(4) Borrowing information: display the total volume of unexecuted borrowing orders for each security.
2. With respect to competitive bid transactions:
(1) Execution information: upon order matching and execution of each transaction, display the name of the security, quantity, and rate, and the total volume of executed transactions in that security.
(2) Lending information: display the lending quantity and rate of the best five lending quotes in each security, and the total lending volume in that security.
(3) Borrowing information: display the borrowing quantity and rate of the best five borrowing quotes in each security, and the total borrowing volume in that security.
3. With respect to negotiated borrowing transactions: a statement showing the balances of securities on loan.
The TWSE will publish statements of balances of loaned securities on a daily basis, for which the balances of loaned securities for fixed-price and competitive bid transactions may be incorporated into the statements of balances of loaned securities for negotiated transactions.
The TWSE may adjust the information items as necessary based on the market situation. |
| Article 29 | The collateral securities received by the TWSE in conducting securities loan transaction business shall be delivered to the custody of the central securities depository.
Upon execution of a securities loan transaction, the central securities depository shall make a notation on the borrowed subject securities as per notification from the TWSE. The same does not apply, however, to securities borrowed through a securities borrowing and lending account of a securities firm or of a securities finance enterprise.
No subject securities on which a notation has been made under the preceding paragraph may be transferred or withdrawn, except for the following purposes:
1. For sale through a sell order given to a securities firm.
2. For returning securities borrowed or for compensating for securities entitlements.
3. For returning spot securities in short sales.
4. For the purposes associated with the exercise of call (put) warrants, equity options, and other equity-type financial instruments.
5. For use in the in-kind creation or redemption of units of investment trust exchange traded funds or offshore exchange traded funds.
6. For such other purposes as may be approved by the TWSE. |
| Article 30 | Any money or securities returnable or payable by the TWSE to an SBL participant shall be delivered through book-entry transfer, among which the money, with the sole exception of cash collateral, which shall be handled pursuant to Article 33-2, shall be transferred by the TWSE to the designated financial institution account of the securities firm and then forwarded by the securities firm to the deposit account opened and maintained by the SBL participant at a financial institution, whereas the securities shall be transferred through the central securities depository directly to the CSD account of the SBL participant. |
| Article 31 | An SBL participant placing an order with a securities firm to lend, borrow, or return securities shall fill out an order ticket marked "LEND", "BORROW", or "RETURN", and upon successful execution of the borrowing or lending transaction, the securities firm shall, based upon the transaction information on record with the TWSE, prepare and issue a securities loan report marked "LEND", "BORROW", or "RETURN" and any other supporting documents, in the form and content as separately announced by the TWSE.
The provisions of Article 75 of the TWSE Operating Rules shall apply mutatis mutandis with respect to the preceding paragraph.
The TWSE shall, by means of file transfer, notify the borrower's securities firm regarding the original margin and maintenance margin requirements.
For any ex-rights or ex-dividend notification or any relevant calculation statement, the TWSE shall deliver a copy to each relevant SBL participant through its securities firm.
Upon repayment and satisfaction of a securities loan transaction, the TWSE shall, after settlement of accounts, prepare statements of the lending fee, lending income, return of collateral, and net receipt or payment of money, and deliver a copy thereof to each relevant SBL participant through its securities firm. |
| Article 32 | An SBL participant applying for terminating its securities borrowing and lending account shall fill out an Application Form for Termination of Securities Borrowing and Lending Account, and the TWSE will approve of the account cancellation when it has confirmed that all of the SBL participant's securities borrowing and lending transactions and all of its obligations have been fully settled and satisfied. |
| Article 33 | A borrower placing an order with a securities firm to submit a quote for borrowing securities through a fixed-price or competitive bid transaction shall satisfy the requirement of providing sufficient eligible collateral, which may take the following forms only:
1. Cash.
2. Collateral securities, which may only be securities eligible for margin purchases and short sales.
3. Bank guarantee.
4. Book-entry central government bonds.
The collateral under the preceding paragraph shall be provided in the following manner:
1. Cash: to be credited by the borrower through book entry transfer directly to a cash collateral account at a bank as designated by the TWSE.
2. Collateral securities: the TWSE will, based on the name and quantity of the collateral securities entered into the system by the securities firm on behalf of the borrower, give notice to the central securities depository over a computer network instructing it to transfer the borrower-specified collateral securities from the borrower's CSD account to the TWSE custodial account exclusively used for collateral securities against securities borrowing, thereby transferring the collateral securities to the TWSE to serve as security against the loan. The same shall also apply where the borrower uses collateral securities to cover a collateral shortfall.
3. Bank guarantee: upon completion of guarantee procedures with a bank, the borrower shall file an application through the securities firm and deliver the original bank letter of guarantee to the TWSE.
4. Book-entry central government bonds: the borrower shall create and register a pledge on, or register a title transfer of, the bonds in favor of the TWSE.
The TWSE may reject any collateral securities that would otherwise be eligible under subparagraph 2 of paragraph 1 if it so deems appropriate having regard to their market liquidity or risk status; if any such collateral securities has been accepted and received as security for a loan, the TWSE may notify the relevant borrower to replace the collateral. |
| Article 33-1 | When placing an order with a securities firm to submit a quote for borrowing securities through a fixed-price or competitive bid transaction, a borrower shall provide collateral to the TWSE in an amount equivalent to the current day's opening reference price of the subject securities multiplied by the quoted quantity and further by the original margin (140 percent). From the day on which the securities loan transaction is executed, the total collateral value for the given securities borrowing transaction shall be marked to market daily using the most recent closing price or most recent next-day's traded price, and a ratio shall then be calculated by dividing the total collateral value thus obtained, after deduction of relevant fees and expenses required for the borrowing of securities, by the sum of the total value of the subject securities plus total cash dividends; if the ratio thus obtained falls below the maintenance margin (120 percent), then upon receipt of a notice from the TWSE as forwarded by the securities firm, the borrower shall provide additional collateral on the next business day to cover the shortfall, so that the collateral value will be brought back to the original margin level or above.
The term "total collateral value" referred to in the preceding paragraph shall be equal to the sum of the most recent closing price or most recent next-day's reference price of collateral securities multiplied by quantity and further by a valuation percentage, plus the par value of book-entry central government bonds multiplied by quantity and further by a valuation percentage, plus the total cash collateral, and plus the total bank guarantee amount.
If a circumstance arises where a collateral security is traded ex-rights or ex-dividend, then for the three business days prior to the ex-rights or ex-dividend date, its collateral value shall be calculated using the respective current day's closing price or next day's reference price minus the value of the dividend or the value of the rights, as the case may be.
The valuation percentage for collateral securities shall be 70 percent for exchange-listed securities, 60 percent for over-the-counter securities, and 90 percent for book-entry central government bonds. The valuation percentages may be adjusted by the TWSE having regard to the market liquidity or risk status.
In a negotiated transaction, the lender and the borrower shall negotiate and agree between themselves on the terms and conditions, and the margins required, as to the collateral and shall between themselves arrange for the furnishing of the collateral. |
| Article 33-2 | If the fixed-price or competitive bid transaction contemplated by a quote for securities borrowing is not executed, then upon application by the borrower, the TWSE shall return the collateral furnished by the borrower in the following manner:
1. In the case of cash, a money transfer will be made on the next business day directly into a bank account designated by the borrower.
2. In the case of collateral securities, a notice will be given to the central securities depository to transfer the collateral securities from the TWSE custodial account exclusively used for collateral securities against securities borrowing, back to the borrower's CSD account.
3. In the case of a bank guarantee, the original guarantee documentation will be returned to the borrower on the next business day.
4. In the case of book-entry central government bonds, if they were provided as collateral through creation of a pledge, the creation of the pledge will be deregistered on the current day, or if they were provided as collateral through transfer of ownership, a notice will be given to the clearing bank to register a re-transfer in favor of the borrower. |
| Article 33-3 | A borrower in a fixed-price or competitive bid transaction may apply to withdraw any excess collateral for which the pledged collateral value exceeds the original margin requirement.
To apply to withdraw any excess collateral, the borrower shall instruct a securities firm to submit a withdrawal application on its behalf via the TWSE securities lending system; upon receipt of the application, the TWSE will proceed pursuant to the preceding article as applied mutatis mutandis. |
| Article 34 | A borrower in a fixed-price or competitive bid transaction applying to replace collateral shall do so through its securities firm and via the TWSE securities lending system, and shall provide substitute collateral before submitting an application to withdraw the previously pledged collateral within the value of the substitute collateral (in the case of collateral securities, the value shall be discounted at the collateral valuation percentage based upon the opening reference price for the current day on the exchange market).
Upon occurrence of any of the following circumstances to the collateral provided against a securities borrowing transaction, the TWSE shall forthwith give notice to the securities firm, to be then forwarded to the borrower, advising the borrower to replace the collateral on the next business day:
1. Where the collateral securities do not conform to subparagraph 2, paragraph 1, Article 33 or otherwise are subject to an event of altered trading method, capital reduction, suspension of trading, or delisting from the stock exchange or OTC market.
2. Where the bank guaranteeing the performance of obligation becomes insolvent or, by the operation of law, is put under receivership or rehabilitation or files for reorganization or bankruptcy, or is declared bankrupt or subject to court ruling for reorganization, or has any other event involving significant loss of creditworthiness.
3. Any other event sufficient to result in a low value or liquidity of the collateral. |
| Article 35 | The TWSE shall pay interest on the cash collateral provided by a borrower in a fixed-price or competitive bid transaction, at an interest rate determined based upon the demand deposit interest rate of the bank of the TWSE.
When the interest rate described in the preceding paragraph is adjusted, the interest rate after adjustment shall be used, as of the date of adjustment, to calculate the interest payable with respect to the then outstanding portion of the borrowing transaction. |
| Article 36 | A borrower in a fixed-price or competitive bid transaction shall, through a securities firm and via the TWSE securities lending system, repay the lender in the following manner any cash dividends, stock dividends, or other benefits that the lender would have received if it had not lent the subject securities:
1. In the case of cash entitlements:
(1) The TWSE will, no later than five business days before the distribution date, notify the borrower through its securities firm.
(2) The borrower shall through its securities firm credit the cash amount to the TWSE's designated bank account, and have the securities firm enter the information on the return of entitlements into the TWSE securities lending system, on the same day when the distribution is made, and the TWSE upon confirmation of accuracy will afterwards, either on that day or on the next business day, transfer the amount to the lender through its securities firm.
2. In the case of securities entitlements:
(1) The TWSE will notify the lender through its securities firm after the holder-of-record date, and if the lender, within three business days starting from the date of the notice from the TWSE, enters a message into the TWSE securities lending system indicating its option to have securities or cash of equivalent value returned, the TWSE will give notice to the borrower through its securities firm to that effect, and give further notice to the borrower through the securities firm three business days prior to the distribution date. The TWSE will cause securities to be returned if the lender fails to enter the message indicating its option within the time limit.
(2) To return securities, the borrower shall give notice through its securities firm and via the TWSE securities lending system to the central securities depository within three business days starting from the distribution date, instructing it to effect a book-entry transfer of the securities to the lender from the borrower's CSD account, or in the case of returning cash of equivalent value, effect the return on the distribution date in the same manner as cash entitlements, in an amount determined based upon the ex-rights reference price.
3. In the case of rights to subscribe to newly issued securities:
(1) The TWSE will, five business days prior to the end of the period for subscribing to securities in a new issue, notify the lender through its securities firm and the lender shall, three business days prior to the end of the subscription period, declare its intention to subscribe, if so desired, by giving notice through its securities firm to the TWSE and, also through its securities firm, credit the money to the TWSE's designated bank account, to be further transferred via the TWSE securities lending system and through the securities firm to the borrower, for the latter to subscribe to the securities, or otherwise to buy in the securities in the market, for the account of the lender.
(2) The TWSE will, no later than three business days prior to the distribution date for the newly issued securities, give notice to the borrower through its securities firm and the borrower must, within three business days starting from the distribution date, give notice through the securities firm via the TWSE securities lending system to the central securities depository to effect a book-entry transfer of the securities to the lender from the borrower's CSD account.
(3) The lender shall be deemed to have waived the right to subscribe to the newly issued shares if it tardily declares or fails to declare its intention to subscribe or if it, having so declared, fails to pay the subscription price within the required time limit.
In a negotiated transaction, the borrower and the lender shall negotiate and agree between themselves on how to deal with any cash entitlements, securities entitlements, and subscription rights for newly issued securities that the lender would have received if it had not lent the securities, as well as on the exercise of any rights attaching to shares. In the case of securities entitlements, the TWSE will calculate the amount by reference to the number of subject securities borrowed and not yet returned by the borrower, exclusive, however, of any securities entitlements not yet repaid or returned by the borrower. If any such securities entitlements require a book-entry transfer, the transfer shall be made through the TWSE securities lending system. |
| Article 37 | A borrower shall have its securities firm enter into the TWSE securities lending system the information on any outstanding balances of borrowed subject securities that remain in its CSD account after the holder-of-record date, within 10 business days after the holder-of-record date for any distribution of cash entitlements or securities entitlements on such subject securities. |
| Article 38 | In the event of book closure by an issuing company of collateral securities, the TWSE shall prepare a title transfer list and electronic data file incorporating information on the securities of that issuing company, and further, on the business day preceding the issuing company's book closure date, deliver the same to the central securities depository to effect the title transfers with the issuing company or with its stock registrar and transfer agent on behalf of the relevant parties.
A securities firm or securities finance enterprise that has posted, as collateral against a securities borrowing transaction conducted through the TWSE securities lending system, any collateral securities it had previously received shall replace the same by four business days prior to the book closure date involving that collateral, so that the operations described in the preceding paragraph may be carried out accurately; the securities firm or securities finance enterprise shall be solely held responsible for any dispute regarding shareholders' interest that may arise when it fails to make such a replacement.
A lender in a fixed-price or competitive bid transaction wishing to exercise any attached voting rights shall make a recall request prior to the holder-of-record date for the relevant shareholders' meeting and in accordance with the recall notification period under the original lending terms; the TWSE will give notice to the securities firm, to be forwarded to the borrower, advising of the request. |
| Article 39 | Upon occurrence of any of the following circumstances to an SBL participant in a fixed-price or competitive bid transaction, the TWSE will, as from the next business day, place an order with a securities firm to, under the name of the Taiwan Stock Exchange Corporation Borrowing and Lending Transaction Processing Account opened and maintained by the TWSE, submit a quote to buy in subject securities on the exchange or OTC market to return securities in satisfaction of the loan, and further, to the extent necessary for the full satisfaction of the monies required for the execution of the order to buy in securities and other related fees and expenses, place an order to sell the collateral securities, or sell the book-entry central government bonds, or otherwise demand payment of the guaranteed amount from the guaranteeing bank, as the case may be.
1. Where the borrower fails to return the subject securities within the time limit when the loan becomes due, or when the lender makes a recall request, or when any cause for compulsory early return of securities exists under Article 26, paragraph 1, subparagraph 4, (1) or (2).
2. Where the borrower fails to pay entitlement compensation to the lender by the payment date for such entitlement compensation.
3. Where the borrower fails to cover any collateral shortfall, or to provide eligible collateral for replacement, by the specified date and time.
4. Where the borrower fails to pay any fee by the due date for payment.
Any processing fees incurred in connection with the buy-in of subject securities or sale of collateral securities or book-entry central government bonds shall be borne by the borrower, and the borrower may not raise any objection as to the timing, quantity, and price at which the TWSE places an order to buy in subject securities or sell collateral securities or book-entry central government bonds, as the case may be. |
| Article 40 | If the proceeds arising from the disposal of collateral under the preceding article and the amount payable to the borrower are not sufficient to fully cover the price required for the buy-in of securities and other related fees and expenses, the TWSE may, to the extent necessary for the settlement of the remaining obligations, cause an early loan return to be made by buy-in of securities, and/or effect any disposal of collateral, on any other securities loan transaction of the borrower, and use the proceeds thus obtained to cover the aforesaid shortfall, after deduction of the price of and other fees and expenses related to each such buy-in transaction. If there is any surplus, the SBL participant may submit a request through its securities firm to withdraw the surplus collateral. If the SBL participant's obligations remain not fully satisfied, and if the SBL participant fails to settle the obligations within the time limit specified in a notice from the TWSE, such failure shall then constitute an event of default, in which case the TWSE may, with respect to each and any outstanding securities lending position of the SBL participant, request an early return of securities from the corresponding borrowing counterparty on such terms as set out in the original loan transaction, and notify the central securities depository to transfer the returned securities to the TWSE's account exclusively used for collateral securities against securities borrowings, and then place an order with a securities firm to sell the securities, in whole or in part, for realization of cash to settle the remaining obligations, or otherwise may seek to recover the unsettled amount(s) from any other property of the SBL participant. |
| Article 41 | If trading on the exchange market or the OTC market is suspended across the board, or any subject securities are the subject of an announcement of suspension of trading, and the time for resumption of trading is not specified, of if any subject securities are delisted, thereby rendering it impossible for a borrower to return securities in satisfaction of a securities loan, the TWSE will, if the loan arises from a fixed-price or competitive bid transaction, have a securities firm to submit an application on its behalf to buy in subject securities through a reverse auction to return the loan, in which case Article 39, paragraph 1 shall apply mutatis mutandis with respect to the disposal of collateral for the full satisfaction of the price and fees and expenses required for the buy-in of securities. However, if the loan arises from an outstanding negotiated transaction, then the lender and the borrower may agree between themselves that the loan be repaid by cash, or either of them may submit an application through its authorized securities firm to the TWSE for purchase of subject securities through reverse auction.
Any fees and expenses arising from a reverse auction under the preceding paragraph shall be borne, on a pro rata basis, by all borrowers who have any outstanding positions of fixed-price or competitive bid transactions on that security, and all borrowers in negotiated transactions on that security who are involved in the application to purchase through reverse auction. |
| Article 42 | Upon occurrence of any of the circumstances described in the subparagraphs of Article 39, paragraph 1 to an SBL participant in a fixed-price or competitive bid transaction, the TWSE may temporarily suspend that party's participation in securities borrowing and lending transactions.
If an event of default under Article 40 occurs to an SBL participant in a fixed-price or competitive bid transaction, the TWSE shall terminate that party's participation in securities borrowing and lending transactions. |
| Article 43 | Upon occurrence of any of the following circumstances to an SBL participant in a fixed-price or competitive bid transaction, all of its outstanding borrowing and lending transactions shall be deemed to become due.
1. The SBL participant files for pre-bankruptcy composition, or declares bankruptcy, or is declared bankrupt, under a domestic or foreign bankruptcy law.
2. The SBL participant files for reorganization, or is subject to a court ruling for reorganization, or commences any liquidation proceedings, under a domestic or foreign company law.
3. The SBL participant is put under receivership or debt clearance procedures by a domestic or foreign competent authority under any banking, insurance or other law.
4. The SBL participant defaults on a transaction, or is subject to suspension of trading or cancellation of membership, in a domestic or foreign securities or futures market.
5. The SBL participant is the subject of a blacklist announcement by a domestic or foreign clearing house.
6. The SBL participant is subject to a declaration out of a criminal reason, resulting in seizure or freezing of any of its assets.
7. Given the occurrence of any of the circumstances under the preceding subparagraphs to the holding company of the SBL participant or the occurrence of any other circumstance, it is objectively clear and sufficient to ascertain that the SBL participant has lost its ability to carry on general business objects and purposes or has lost its ability to pay.
Upon occurrence of any of the circumstances under the subparagraphs of the preceding paragraph to an SBL participant, the TWSE will take action against the SBL participant's outstanding lending positions by making a request to the corresponding borrowing counterparty for an early return of securities pursuant to the terms and conditions as set out when the loan was made, and notify the central securities depository to transfer the returned securities to the TWSE's account exclusively used for collateral securities against securities borrowings. The TWSE may also, as the circumstances merit, either simultaneously or separately, take the following measures against all or part of the SBL participant's outstanding borrowing positions and, upon unwinding of all its outstanding securities borrowing and lending transactions and upon liquidation of all its relevant claims and obligations, cancel the SBL participant's securities borrowing and lending account.
1. Notify the central securities depository to carry out securities loan return operations by transferring subject securities to such lender's CSD account as specified by the TWSE, from those remaining in the SBL participant's (as borrower) CSD account after a buy/sell order is completed and settled.
2. Place an order with a securities firm to buy in subject securities in the market for return of securities loan and, to the extent necessary for the full satisfaction of the buy-in price, related fees and expenses and any outstanding obligations, to sell any collateral securities or any securities received from recall of lent securities, or otherwise demand payment of the guaranteed amount from the guaranteeing bank, or sell the book-entry central government bonds, as the case may be.
Upon occurrence of any of the following circumstances to an SBL participant, the TWSE may notify the SBL participant to return all borrowed securities within a specified period of time, failing which the TWSE will take action in accordance with the preceding paragraph.
1. The SBL participant is found to have furnished any false or untrue information in its account opening application.
2. The SBL participant is subject to an order by a domestic or foreign competent authority for suspension of its business or revocation of its business license.
3. The SBL participant is subject to an order of compulsory execution or of provisional attachment, provisional injunction, or other injunctive measure, resulting in the likelihood that its creditors would not be able to obtain payment.
4. Given the occurrence of any other circumstance to the SBL participant, or the occurrence of any of the circumstances under the first six subparagraphs of paragraph 1 to its holding company, it is objectively clear and sufficient to ascertain the likelihood that the SBL participant would lose its ability to carry on general business objects and purposes or lose its ability to pay.
Articles 39 and 40 shall apply mutatis mutandis to the processing procedures and related rights and obligations with respect to buy-in of subject securities for return of any securities loan, disposal of securities loan collateral or sale of securities received from recall of lent securities for satisfaction of any obligations.
When the TWSE uses any cash collateral, or any proceeds obtained from the sale of any collateral securities or book-entry central government bonds, or any guaranteed amount transferred by the guaranteeing bank upon demand, to cover the price or amount payable for the buy-in or borrowing of subject securities and any other related fees and expenses, if there is any monies, collateral securities, or lent subject securities remaining after such covering, the TWSE will, depending on the circumstance of each case, return and transfer the remaining monies or securities respectively back to the account designated by the SBL participant or any entitled person, or turn the same over to the court, or otherwise submit a report to the court advising of the processing status. |
| Article 44 | If a circumstance arises under Article 39 or the preceding article that requires a buy-in of securities for return of securities borrowed in a fixed-price or competitive bid transaction, and if due to the constraint of the settlement period the lender is unable to exercise its shareholder's rights in a timely manner, the TWSE may, in addition to placing an order with a securities firm to buy in subject securities, borrow subject securities for return to the lender and effect a further return of securities when the bought securities are credited to the account.
If a circumstance arises under Article 39 or the preceding article that requires a buy-in of securities for return of securities borrowed in a fixed-price or competitive bid transaction, and if due to the trading status of the market generally or the subject securities specifically it is not possible to buy in subject securities within two consecutive business days after the date of the circumstance, the TWSE will repay the shortfall by cash in an amount determined by reference to the closing price on the second business day. |
| Article 45 | Upon occurrence of any of the circumstances under subparagraph 1 of Article 39, paragraph 1 and the subparagraphs of Article 43, paragraph 1 to the borrower in a negotiated transaction, the lender shall, either by itself or through its lending agent authorized to keep custody of collateral on its behalf, place an order with a securities firm to buy in subject securities in the exchange market for return of the securities loan, and submit a regulatory filing, together with relevant transaction details, to the TWSE reporting the close-out of the negotiated transaction.
If a circumstance arises under the preceding paragraph, and if due to the trading status of the market generally or the subject securities specifically it is not possible to buy the necessary amount of subject securities, even at a limit-up price, within two consecutive business days after the date of the circumstance requiring the buy-in action, or if due to a restraint from the ratio of foreign capital allowable for investment in the subject securities it is not possible to buy in the subject securities, the shortfall may be repaid in cash or otherwise offset and settled by collateral, as per the pre-determined criteria set out in the loan agreement or as otherwise agreed between the lender and the borrower.
In the case where the lending agent places an order with a securities firm to, using the brokerage trading account established in the name of the lending agent itself, buy in the subject securities in the exchange market for return of the securities loan, upon confirmation of accuracy regarding the loan transaction record and the transaction execution information, the TWSE will, based on the buy-in amount stated in the submitted regulatory filing, notify the central securities depository to effect a book-entry transfer of subject securities in that amount from the CSD account of the lending agent to that of the lender, and thereby make a note indicating the close-out of the negotiated transaction.
Upon default in a negotiated transaction, the SBL participants concerned shall forthwith instruct their authorized securities firm to submit a regulatory filing to the TWSE reporting the handling of the event of default.
If in a negotiated transaction the circumstance described in Article 39, paragraph 1, subparagraph 1 or 4 of these Rules applies to the borrower, or the circumstance described in subparagraph 4 thereof applies to the lender, the TWSE may suspend that party's participation in securities borrowing and lending transactions, and if that party fails to perform the obligation upon notification from the TWSE, the TWSE may terminate that party's participation in securities borrowing and lending transactions. |
| Article 46 | Upon occurrence of any of the circumstances described in Article 39, paragraph 1 to an SBL participant in a fixed-price or competitive bid transaction, the TWSE, in addition to taking any action in a prescribed manner, may charge an additional loan service fee in the amount of 10 percent of the securities lending fee. The TWSE will be entitled to an additional delay interest on any advances made by the TWSE arising from the taking of relevant actions, calculated at the rate of 5 percent per annum for the period from the advance payment date to the date the advance is repaid. |
| Article 47 | The securities lending fee for a fixed-price or competitive bid transaction shall be calculated, on a daily marked-to-market and on a transaction-by-transaction basis, as the sum of the products obtained by multiplying the outstanding balance of subject securities on loan on a given day by the closing price of the subject securities on that day and further by the lending rate fixed upon execution of the loan transaction; if no closing price is available for a given day, the most recent closing price shall be used instead. The total securities lending fees shall be collected/paid through the securities firm upon return of securities in satisfaction of the loan by the borrower.
The borrowing period shall begin on the date the subject securities are borrowed and end on the day preceding the date they are returned. If the return date does not fall on a business day, the next business day shall be treated as the return date. The preceding paragraph shall apply mutatis mutandis when calculating securities lending fees for holidays.
Where in the fixed-price or competitive bid transaction the lender agrees to renew the loan, the securities lending fee shall continue to accrue until, and be collected/paid upon, return of securities in satisfaction of the loan.
If the borrower in a fixed-price or competitive bid transaction makes any early, partial return during the life of the loan, it shall on the next business day settle all lending fees and expenses that have incurred on the securities borrowing transaction. If the borrower in a negotiated transaction makes any early, partial return during the life of the loan, it shall on the next business day settle all processing fees and loan service fees in relation to the securities returned.
The calculation and payment of the securities lending fee on a negotiated transaction shall be negotiated and agreed upon between the borrower and the lender themselves, notwithstanding the provisions of Article 31, paragraph 5. |
| Article 48 | A securities firm shall charge processing fees for providing securities borrowing and lending transaction services, and the TWSE shall charge loan service fees for providing borrowing and lending services on the securities market.
The processing fees and loan service fees, and their rates, for securities borrowing and lending transactions shall be determined by the TWSE in conjunction with the securities association and shall be adopted upon submission to and approval by the competent authority. |
| Article 49 | Except as otherwise stated in Article 42 or 45, if an SBL participant violates or breaches these Rules, the Master Securities Borrowing and Lending Agreement, the Securities Borrowing and Lending Authorization Letter, or any applicable regulations, rules, announcements, or circular letters, the TWSE may suspend that party's participation in securities borrowing and lending transactions or notify it to make corrections, depending upon the seriousness of the matter.
If the SBL participant fails to make the correction specified by the TWSE in the notice, the TWSE may terminate that party's participation in securities borrowing and lending transactions.
When an SBL participant's participation in securities borrowing and lending transactions is terminated by the TWSE pursuant to Article 42, 45, or this article, the SBL participant may resume its participation in securities borrowing and lending transactions only after one full year following the full satisfaction or performance of its obligations or completion of correction. |
Chapter II TWSE Securities Lending System
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Section I Securities Firms
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| Article 50 | If a seller securities firm does not have enough securities in its book-entry custody account available for the satisfaction of a securities settlement obligation, it shall submit a securities borrowing application by 10 am on the second business day after the trade date. If the securities firm fails to submit such an application and fails to complete the securities settlement, the TWSE will borrow securities for the account of the securities firm after 11 am, with a notice to that effect to the securities firm on the same day. The securities firm shall pay, and may not raise any objection as to, the securities lending fee thus incurred. |
| Article 51 | The borrowing securities firm shall, by 11 am on the second business day after the trade date, deposit collateral with the TWSE against the borrowing of securities ("securities borrowing collateral"), in an amount of 114 percent of the closing price of the securities on the first day after the trade date, multiplied by the quantity it requests to borrow.
The provisions of the preceding paragraph in relation to deposit of securities borrowing collateral shall apply mutatis mutandis to a seller securities firm in the case where the TWSE borrows securities for its account or otherwise issues a securities delivery voucher as a temporary substitute for securities to satisfy settlement requirements.
If the borrowing securities firm fails to deposit securities borrowing collateral or otherwise to provide non-cash collateral against the borrowing of securities by 11 am on the borrowing date, the TWSE may temporarily retain any amounts payable for the current clearing period and/or an equivalent portion of securities. |
| Article 52 | Lendable securities shall be restricted to those securities listed on a centralized exchange market and shown in the custody accounts at the central securities depository. An owner of such securities wishing to lend the securities shall fill out a lend order instructing its securities firm, or a bank approved by the competent authority to operate custody business and acting as its custodian, to enter relevant information into a computerized securities borrowing and lending system for a lending quote, and may change or cancel the quote at any time before the conclusion of the lending transaction.
The lending order under the preceding paragraph shall specify the title and quantity of securities to be lent as well as the lending quote and shall be made in a form determined by the TWSE.
The quantity under the preceding paragraph shall be quoted on a per trading unit basis as provided in Article 60 of the TWSE Operating Rules, and the lending rate shall be no more than 7 percent of the closing price of the securities.
In the event that loaned securities go ex-rights or ex-dividend, the borrowing securities firm shall compensate the lender in cash in the amount of the value of the rights or dividends on the securities, as calculated by the TWSE. |
| Article 53 | A settlement-driven securities borrowing request shall be matched against one or more of the lending quotes available from among all lenders, in ascending order of lending rate, until the borrowing quantity is reached; if the borrowing quantity is reached at a rate at which the total quantity from all lending quotes at that rate is higher than the quantity needed to be borrowed, one or more of those lending quotes will be selected on a random basis for matching, until the needed quantity is reached.
The securities lending fee incurred on a given security shall be shared by all securities firms borrowing that security, on a pro rata basis according to their respective borrowing quantities. |
| Article 54 | A seller securities firm borrowing securities pursuant to Article 50 shall return securities on a daily and transaction-by-transaction basis starting from the next business day. Until it has returned the securities in full, it shall reborrow securities to meet the requirement for returning of securities under the preceding paragraph [sic].
The borrowing securities firm shall complete return of securities by 10 am on a given business day. If the return of securities is not completed by that time, the TWSE will, after 11 am on that day, execute reborrowing of securities for the account of the securities firm, except where the securities firm has purchased securities on the TWSE exchange market and has submitted an application by 10 am to return securities that day and a verification has been made in this regard.
Upon notification from the central securities depository advising that the returned securities are successfully transferred by book-entry, the TWSE will, upon application by the borrowing securities firm, transfer the payment of the securities lending fee out of the securities borrowing collateral to be returned, to the lender through its securities firm, and refund to the borrowing securities firm the balance of the cash collateral remaining after deduction of the securities lending fee, or notify it to withdraw the non-cash collateral, as the case may be.
The securities firm of the lender, or the bank approved by the competent authority to operate custody business and acting as its custodian, shall advise the lender of the status of the securities lent and returned, and may charge the lender a service fee at a rate of not more than 10 percent of the securities lending fee. |
| Article 55 | If on a day on which a borrowing securities firm reborrows securities for a securities loan not yet returned, the remaining balance of the securities borrowing collateral deposited is lower than 107 percent of the outstanding balance of the securities borrowing multiplied by the closing price of the securities on the previous day, then the securities firm shall, by 11 am on the reborrowing date, make additional deposit to bring the level to 114 percent of the outstanding balance of the securities borrowing multiplied by the closing price of the securities on the previous day.
Where the borrowing securities firm fails to deposit the securities borrowing collateral required under the preceding paragraph, or is unable to return the borrowed securities for a cause attributable to itself, the TWSE will buy in the securities in the market and return them to the lender. The prices needed and all expenses incurred shall first be paid out of the remaining balance of the securities borrowing collateral, and in the event of any shortfall, then be recovered from the borrowing securities firm; any amount remaining thereafter will be refunded to the borrowing securities firm.
The provisions of paragraphs 1 and 2 shall apply mutatis mutandis in the case where the TWSE borrows securities for the account of a seller securities firm or otherwise issues a securities delivery voucher as a temporary substitute for securities to satisfy the settlement requirement.
If the securities firm defaults on its settlement obligations, the TWSE will forthwith suspend the securities firm's participation in securities borrowing and lending transactions. |
| Article 55-1 | A borrowing securities firm may satisfy a requirement for securities borrowing collateral or for covering of a shortfall in securities borrowing collateral arising from a reborrowing of securities, by a bank guarantee or by creating a pledge of book-entry central government bonds (hereinafter collectively referred to as "non-cash collateral").
Where a borrowing securities firm provides non-cash collateral to satisfy a requirement for securities borrowing collateral or for covering of a shortfall in securities borrowing collateral arising from a reborrowing of securities, if the cash portion of the total securities borrowing collateral deposited is insufficient to cover the daily deduction of securities lending fee, it shall transfer on a daily basis the amount of the securities lending fee to a TWSE-designated account, which amount to be forwarded by the TWSE to the lender through its securities firm. |
| Article 55-2 | A borrowing securities firm providing a bank guarantee to satisfy a requirement for securities borrowing collateral or for covering of a shortfall in securities borrowing collateral arising from a reborrowing of securities or to replace any non-cash collateral, shall first complete the guarantee procedures with a bank, and then submit the original bank letter of guarantee to the TWSE by 11 am on the borrowing or reborrowing date, as the case may be.
The TWSE may refuse to accept the bank guarantee provided by the securities firm, or demand the securities firm to replace it within a specified period of time.
The bank guarantee may be provided only in New Taiwan Dollars (NTD), and shall be in units of thousands of NTD. |
| Article 55-3 | A borrowing securities firm providing pledged book-entry central government bonds to satisfy a requirement for securities borrowing collateral or for covering of a shortfall in securities borrowing collateral arising from a reborrowing of securities or to replace any non-cash collateral, shall first effect a restricted transfer registration with a clearing bank, and then, by 11 am on the borrowing or reborrowing date, as the case may be, transfer the bonds into a book-entry central government bond account designated by the TWSE.
The posted book-entry central government bonds shall be valued at 90 percent of their face value. |
| Article 55-4 | A borrowing securities firm may use one or more book-entry central government bonds and/or bank guarantees to serve as non-cash securities borrowing collateral for one or more securities borrowing transactions.
The maturity date of the bank guarantee or book-entry central government bond, or, in a case where multiple bank guarantees or book-entry central government bonds with different maturity dates are used to serve as non-cash collateral for a single securities borrowing transaction, the earliest maturity date shall extend beyond the return date for the securities borrowing transaction. |
| Article 55-5 | The securities borrowing collateral or non-cash collateral for which a borrowing securities firm submits a refund or withdrawal application pursuant to Article 54, paragraph 3 will be returned in the following manner when the TWSE has verified the receipt of any and all fees payable by the securities firm for borrowing of securities:
(1) In the case of securities borrowing collateral, the cash collateral will be transferred to the securities firm's bank account.
(2) In the case of a bank guarantee, the original guarantee documentation will be returned to the securities firm.
(3) In the case of book-entry central government bonds, registration of cancellation of the pledge will be made, and the bonds will be transferred, after cancellation by the clearing bank of the restricted transfer registration, to the clearing bank book-entry central government bond account designated by the securities firm. |
| Article 55-6 | The prices needed for and all expenses incurred from the buy-in of securities in the market by the TWSE for returning the borrowed securities pursuant to Article 55, paragraph 2 shall first be paid out of the cash portion of the securities firm's securities borrowing collateral, and in the event of any shortfall, the TWSE will then dispose of the posted non-cash collateral or otherwise exercise any rights to seek repayment or cover necessary payments; the procedures for disposing of the posted non-cash collateral shall be as follows:
1. In the case of a bank guarantee used as non-cash collateral, the TWSE shall seek recovery directly from the guaranteeing bank.
2. In the case of book-entry central government bonds pledged as collateral, the TWSE shall dispose of the bonds through the Taiwan Stock Exchange Corporation Account for Events of Default it maintains with a securities firm.
3. All expenses arising from or in connection with the disposition of the non-cash collateral shall be borne by the borrowing securities firm.
4. The proceeds from the disposition of the non-cash collateral after deducting the amount in arrears shall be returned to the borrowing securities firm; if the proceeds of the disposition are insufficient to cover the amount in arrears, the TWSE shall seek recovery from the securities firm for the insufficient amount. |
Section II Securities Finance Enterprises
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| Article 56 | Where a securities finance enterprise's short balance with respect to a security it sells short and otherwise borrows, plus any balance of refinancing of that security it extends to others, exceeds the total number of shares of that security it owns, it borrows through the stock exchange securities lending system, and it obtains from the operation of margin purchase and short sale business and the business of providing refinancing to others, if the shortfall is still not fully covered after it has sought refinancing from other securities finance enterprises, it shall initiate competitive bidding for loans from owners of that security as from 8 am on the next business day, and if a shortfall still exists, shall arrange for negotiated transaction with any specific persons no later than 2 pm on that day.
If the shares of a security obtained following the procedures described in the preceding paragraph are still insufficient in amount, the securities finance enterprise shall through a securities firm conduct a purchase of shares by reverse auction at the TWSE by 2:30 pm on the same day.
When the issuing company of a security closes its books, except where the book closure is made for the purpose of convening a special shareholders' meeting, or for any other reason that will not affect the exercise of shareholders' rights, any borrowing of securities through competitive bidding and negotiated transaction, and purchasing of securities by reverse auction, under the preceding two paragraphs shall be suspended for that security on the second business day prior to the first day of the book closure. |
| Article 57 | A securities finance enterprise wishing to borrow securities through a competitive bidding process shall submit an application to the TWSE and thereafter, by 9 am on the competitive bid loan application date, have a staff member enter into the TWSE competitive bid loan system the information on that competitive bid loan, including the type of securities to be borrowed, quantity, time, and highest acceptable rate; the TWSE will publish such information from 9 am on that day on its Market Information System.
The highest acceptable rate for the borrowing of a security through competitive bidding process, as described in the preceding paragraph, shall in no case be more than 7 percent of the closing price of that security on the date on which the security falls short of short sale needs; the borrowing quantity will be matched against one or more of the competitive bids available on that day, determined in ascending order of rate, until the borrowing quantity is reached; if the borrowing quantity is reached at a rate at which the total number of shares offered for lending from all competitive bids at that rate is higher than the number of shares needed to be borrowed through the competitive bidding process, one or more of those competitive bids will be selected for matching, in order of the time they are entered, until the needed quantity is reached. |
| Article 58 | A securities owner wishing to participate in the competitive bidding process for a competitive bid loan shall fill out a bid order and submit it through a securities firm. If it is submitted in person, the bid order shall be filled out and signed/sealed by the securities owner; if it is submitted over the telephone, the securities broker shall synchronously record the telephone conversation, and in doing so shall comply with the provisions of Article 80, paragraphs 4 to 6 of the TWSE Operating Rules, and the bid order shall be completed by the associated person handling the bid order. The bid order shall specify the name of principal, brokerage account number, name of securities, lending quantity, and lending rate; and the securities offered to participate in the competitive bidding process may only be securities it has deposited in a custody account at the central securities depository. The securities firm, when accepting the bid order request, shall put the lendable securities on hold (except for those securities that have been lent out on the previous business day), and after the acceptance shall record the time and serial number on the bid order, and enter the information on the bid order in sequence into the TWSE competitive bid loan system.
The timeframe for entering information, as described in the preceding paragraph, shall start from 9 am and end at 12:10 pm on the application date of the competitive bid loan, and all bids will be opened automatically at 12:30 pm; upon completion of the bid opening procedure, the TWSE will publish on the Market Information System the lending rate(s) and number of shares of the winning bid(s).
The order confirmation and winning bid confirmation in relation to the competitive bid loan will be printed out through the printer of the securities firm handing the bid order, and the TWSE will provide a function to query for winning bid(s) from 2 pm. |
| Article 59 | A securities finance enterprise, by 2 pm on the competitive bid loan application date, shall deposit cash collateral with the TWSE in the amount of 120 percent of the closing price of that security on that day multiplied by the number of shares of the winning bid(s).
Upon delivery of cash collateral by the securities finance enterprise, the TWSE will give notice to the central securities depository advising it to transfer the shares of security underlying the winning lending bid(s) to the securities finance enterprise's dedicated account at the central securities depository on the next business day following the competitive bid loan application date (the next business day hereinafter referred to as "the lending date").
Certificates of deposit or pledged book-entry central government bonds may be posted in lieu of the cash collateral described in the preceding paragraph, to be valued at 90 percent of the face value of the non-cash collateral.
The lent securities shall be returned to the lender through the central securities depository on the next business day following the lending date; provided, however, that securities borrowed through competitive bid loan on the first settlement day that follows the last trading day before the Lunar New Year holiday, shall be returned on the second trading day after the Lunar New Year holiday.
By 10 am on the next business day following the lending date, the securities finance enterprise shall pay the securities lending fee (securities lending fee = lending rate x quantity) to the lender through the lender's securities firm, whereupon the TWSE will return the cash collateral to the securities finance enterprise.
The securities firm of the lender may charge the lender a service fee at a rate of not more than 10 percent of the lending fee. |
| Article 60 | If a securities finance enterprise by the due date is unable to return the securities lent by a securities owner through competitive bid loan, the TWSE will use the cash collateral to buy in securities of the same type for return to the lender, with any amount remaining thereafter to be refunded to the securities finance enterprise; provided, that if the cash collateral is insufficient to buy in securities in the full amount, the TWSE will instead deliver the cash collateral to the lender.
If the securities finance enterprise under the preceding paragraph has pledged book-entry central government bonds as collateral in lieu of cash collateral, it may neither refuse to accept nor raise any objection as to how or at what price the TWSE disposes of the pledge to the extent that the disposition is made in a manner complying with the letter of consent (see attachment) provided by the securities finance enterprise. |
| Article 61 | Where with respect to a given security there are two or more securities finance enterprises initiating a competitive bid loan, the loans will be simultaneously brought to one single competitive bid auction based upon the aggregate quantity requested, with the aggregate lending fee to be shared on a pro rata basis among those securities finance enterprises according to their respective bid-winning quantities multiplied by the average fee calculated based upon the aggregate bid-winning quantity.
If a shortfall exists after the competitive bidding process under the preceding paragraph, each securities finance enterprise will be distributed a quantity decided on a pro rata basis according to their respective quantity specified in the application for competitive bid loan, rounded to an integral unit of trading; any quantity remaining thereafter will further be distributed to securities finance enterprises in the order of the size of the decimal number of their respective distributable quantity, and if for a decimal number there are multiple securities finance enterprises, to one or more of them determined by drawing lots. |
| Article 62 | A securities finance enterprise effecting a negotiated transaction to borrow a security shall execute the transaction at a rate of not more than 10 percent of the closing price of the security on the date on which the securities shortfall takes place.
A negotiated transaction shall be conducted in the following manner, unless there is a necessary reason to do otherwise:
1. A securities owner wishing to participate in the negotiated transaction may engage a securities firm to carry out the transaction on its behalf. An order ticket for the negotiated transaction shall be filled out and signed/sealed by the securities owner if it is submitted in person; if it is submitted over the telephone, the securities broker shall synchronously record the telephone conversation, and in doing so shall comply with the provisions of Article 80, paragraphs 4 to 6 of the TWSE Operating Rules, and the order ticket shall be completed by the associated person handling the order ticket. The order ticket shall specify the name of principal, brokerage account number, name of securities, lending quantity and lending rate; and the securities offered to participate in the negotiated transaction may only be securities it has deposited in a custody account at the central securities depository.
2. Upon receipt of the order request, the securities broker shall put the lendable securities on hold (excluding those securities that have been lent out on the previous business day).
3. Upon conclusion of the negotiated transaction, the securities finance enterprise shall enter the name of the lender, brokerage account number, name of securities, lending quantity, and lending rate into the TWSE's negotiated lending transaction system by 2 pm on that day, and, together with the details of the securities on hold, fax the same to the TWSE, and the TWSE upon confirmation will give a notice to the central securities depository, instructing it to transfer the lent securities to the securities finance enterprise's dedicated account on the next business day.
4. The cash collateral shall be deposited at a level as negotiated and agreed between the securities finance enterprise and the lender.
5. The securities lent by the lender shall be returned through the central securities depository on the second business day following the date of the negotiated transaction.
6. The securities finance enterprise shall pay the securities lending fee (securities lending fee = agreed lending rate x quantity) to, and reclaim the cash collateral from the lender by 10 am on the second business day following the date of the negotiated transaction.
If there is a necessary reason to do otherwise, as referred to in the preceding paragraph, a negotiated transaction shall be conducted in the following manner and under the supervision of personnel sent by the TWSE:
1. The securities owner agreeing to lend the security shall deliver endorsed certificates of the security and a securities lending list, along with a complete set of attachments, to the securities finance enterprise, or transfer the security by book-entry to the securities finance enterprise's dedicated account at the central securities depository, by 2:00 pm on the current day; the securities finance enterprise shall prepare and deliver a receipt to the lender by 12 noon on the next business day following the date of the negotiated loan.
2. The cash collateral shall be deposited at a level as negotiated and agreed between the securities finance enterprise and the lender.
3. The securities finance enterprise shall return the securities borrowed under negotiated transaction and pay the securities lending fee (securities lending fee = agreed lending rate x quantity) to, and reclaim the cash collateral from the lender by 2 pm on the second business day following the date of the negotiated loan. |
| Article 63 | If during the period a securities finance enterprise is borrowing a security to cover a shortfall driven by short sale needs, a securities firm also applies for refinancing of that security from the securities finance enterprise, the securities finance enterprise shall allocate the shares of that security it has obtained from borrowing through competitive bid transaction and/or negotiated transaction in accordance with the Operating Rules for Securities Finance Enterprises Offering Refinancing to Securities Firms. |
| Article 64 | None of the securities to which one of the following circumstances applies are allowed for competitive bid transactions and negotiated transactions:
1. Securities of less than one unit of trading.
2. Any registered shares issued to and acquired by shareholders or capital contributors as a result of capital increase out of earnings, or capital increase through capital contribution by company employees out of their bonuses to the industry in which they are serving, or capital increase by a venture capital company out of undistributed earnings, as effected in accordance with Article 13 of the Statute (Act) for Encouragement of Investment or Article 16 or 17 of the Statute (Act) for Upgrading Industries, that have not been transferred and reported for tax purposes, or for which the option of tax deferral has not been waived.
A securities owner offering securities for lending shall warrant that the securities to be lent are free and clear of all liens, claims, and encumbrances of any nature whatsoever, and that in the case of any defect or legal dispute arising in this respect, upon notification from the securities finance enterprise to that effect, it shall replace the disputed securities with those of the same type and quantity, failing which it shall return the securities lending fee and further be held liable for any loss thus incurred. |
Chapter IV Supplementary Provisions |
| Article 65 | Any matters not set forth herein shall be governed by applicable laws and regulations as well as the bylaws and rules of the TWSE. |
| Article 66 | These Rules, and any amendments hereto, shall be implemented by public announcement of the TWSE upon submission to and ratification by the competent authority. |