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Taiwan Stock Exchange Corporation Guidelines for Securities Brokers in Reporting Delayed Settlement and Default by Principals(2005.07.28) |
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I. Securities brokers shall report and handle cases of delayed settlement and default by their principals pursuant to Article 76, paragraph 3, Article 82, and Article 91 of the Taiwan Stock Exchange Corporation (TWSE) Operating Rules, Article 19 of the TWSE Rules Governing Brokerage Contracts of Securities Brokers, and these Guidelines.
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II. Procedures for reporting default:
A principal that fails to effect settlement within the specified period is in default. Securities brokers shall report the default in accordance with the provisions below, and shall at the same time notify the principal:
1. Computer transmission:
(1) Period for computer entry:
(i) Following confirmation of default by a principal, a securities broker shall immediately enter the default information into the TWSE computer. The deadline for reporting, in the case of delivery of securities sold, is 6:00 p.m. on the first business day following the confirmation of the trade; for the prices of securities purchased, the deadline is 6:00 p.m. on the second business day following the confirmation of the trade. However, on Monday through Friday, when bank operations prevent the broker from learning of any shortfall in the deposit of securities prices until after 6:00 p.m., the information shall be entered immediately, with a deadline of 8:00 p.m., and the bank notice shall be sent with a letter of report to the TWSE for verification.
(ii) If the principal is an offshore overseas Chinese or foreign national, when the securities broker reports the principal's delayed settlement and the principal fails to perform settlement obligation on time, the input time set forth in the preceding subparagraph may not be later than 6 p.m. of the third business day after the trade date.
(iii) A securities broker that enters information in accordance with the time period specified in items (i) or (ii) may, at 8:30 a.m. the next morning, receive and review the information on the principal's contractual default and submit it for display on the TWSE public announcement information system for that afternoon.
(iv) When a natural disaster occurs such that local mayors and county magistrates announce closure of schools and public offices, electronic reporting by securities brokers within the affected region shall be undertaken in accordance with the provisions for handling of settlements due in the TWSE Measures for Market Closing or Trading During Natural Disasters.
(2) Accidental breakdowns:
When accidental breakdowns result in interruptions in the computer transmission lines, securities brokers shall inform the TWSE Trading Department by telephone, and put information required to be input into written form, and after affixing the seals of the company and responsible person, send it via facsimile to the TWSE, which will subsequently carry out supplemental input based on the information contained in the facsimile.
2. Default report letter:
In addition to the report to the TWSE referred to in the preceding paragraph, in any instance when defaults by the same principal on the same day total NT$10 million or more, the securities broker shall file a letter of report with the TWSE for its files; the same shall be true when the default violates Article 91, paragraph 2 of the TWSE Operating Rules.
(1) Report letter content:
(i) The name of the principal.
(ii) The principal's account number.
(iii) The principal's national ID number.
(iv) The principal's address.
(v) The facts of the default.
(2) Copies of documents to be attached:
(i) The front and reverse sides of the principal's national ID card.
(ii) The consignment contract (front and reverse sides).
(iii) The letter of consignment.
(iv) The trading report.
(v) The settlement receipt form.
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III. Reporting of delayed settlement and cancellation operations:
If the principal is an offshore overseas Chinese or foreign national, and during the trade authentication process a verifiable force majeure event occurs such as non-coinciding holiday schedules in two locations, a telecommunications outage, or a natural disaster, and the custodian institution does not receive settlement instructions or the settlement instructions and trade report do not match and settlement is not completed by 6 p.m. on the first business day after the trade date, the securities broker shall immediately input the information regarding the delayed settlement into the TWSE computer and report by letter, enclosing the relevant evidentiary documents, to the TWSE on the next business day.
If it is on record that the securities broker reported delayed settlement to the TWSE as provided in the preceding paragraph, if by 6 p.m. on the third business day after the trade date, the principal performs its settlement obligations on time for its securities sold or for the price payable after netting its buy and sell trades or the securities broker reports an out-trade, the securities broker shall report to the TWSE to cancel the record of delayed settlement.
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IV. Procedures for handling delayed settlement:
1. If a securities broker reports delayed settlement by a principal pursuant to Article 82, paragraph 2 of the TWSE Operating Rules, if the securities broker is required to carry out settlement procedures on the principal's behalf because the date for settlement by the principal comes due, when the principal performs its settlement obligation on time, the securities broker shall use any securities it has received due to carrying out settlement on the principal's behalf to return securities borrowed at that time, and shall use any price it has received due to carrying out settlement on the principal's behalf to offset any price it paid at that time.
2. Securities borrowed, funds paid on the principal's behalf, and relevant costs incurred by the securities firm due to delayed settlement shall be repaid by the participant to the securities firm at the time it performs its settlement obligation on time.
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V. Procedures for handling default:
1. A securities broker reporting on the default of a principal in accordance with Article 91, paragraph 1 of the TWSE Operating Rules shall immediately undertake settlement procedures on behalf of the principal. For handling of securities or payments received as a result of settlement, the broker shall consign other securities brokers to dispose or purchase securities on the Exchange on the first day following the principal's default. Resulting gains or losses shall be handled in accordance with Article 19 of the TWSE Criteria Governing Consignment Contracts of Securities Brokers.
2. The securities broker shall make separate reports on defaults on settlement obligations for securities purchased or sold by the same principal, and the total amount of securities or payments received through effecting settlement on behalf of the principal shall be consigned to other securities brokers for handling and may not be offset by the securities broker. However, for the same securities traded through the same account on the same reporting day, securities brokers may offset trades of the same volume.
3. Following handling of a default in accordance with the preceding paragraph, the securities broker shall, prior to 6:00 p.m. of the same day, enter information on the handling of the default into the computers of the TWSE and notify the principal.
4. When the default of a principal has been reported in accordance with Article 91, paragraph 3 of the TWSE Operating Rules, the securities broker shall buy back the securities in question from the Exchange in accordance with the time period stipulated under paragraph 6 of the same Article, and thereafter seek compensation from the principal himself.
5. Where the aggregate number of [shares represented by] the share certificates of securities received by a securities broker handling settlement on behalf of a principal under paragraph 1 during the period of a single breach reaches 5 percent or more of the number of shares of the underlying securities already issued, and furthermore reaches or exceeds the average daily volume of the underlying securities during the 20 trading days prior to reporting of the breach, the securities broker may adopt either of the following measures to handle the breach:
(1) If handling of the breach cannot be completed through reverse transactions during the three consecutive business days from the day next following the date of confirmation of the breach by the principal, the securities broker, by reaching a mutual agreement with the principal or by notice to the principal, may, depending on market conditions, in accordance with the content of the agreement or the notice, complete handling of the breach through reverse transactions within 180 days, and report the agreement or notice to this Corporation via letter for recordation.
(2) The securities broker may reach an agreement with the principal setting a price(s) to serve as the basis for calculating profit/loss, and submit the written agreement reached between the parties to this Corporation via letter for recordation.
6. If a securities broker fails to handle the default in accordance with the provisions above, the TWSE may, in accordance with Article 136 of the TWSE Operating Rules, notify the broker to take supplemental action or rectify the situation.
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VI. Procedures for announcing default:
When the TWSE receives a report of default from a securities broker, it will inform all securities brokers based on the particulars of the report, which shall handle related matters as stipulated under Article 76, paragraph 3 of the TWSE Operating Rules. Responsibility for any damage to the rights and interests of the principal or any disputes arising out of such notification shall be borne by the securities broker reporting the default.
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VII. Procedures for cancellation of default:
1. When any of the following circumstances occur in a case of default, the securities broker shall be responsible for verification and shall cancel the default through a letter of report with evidentiary documents attached:
(1) Failure of the principal to make settlement payments within the stipulated time period resulting from negligence in banking operations.
(2) Negligence by the broker in mistakenly reporting a principal's default.
(3) Confirmation that the principal's default did not arise from an arbitration decision, a final judgment of the courts, or any other official document having the same effect as a final judgment.
(4) Circumstances conforming to the conditions of Article 91, paragraph 4 of the TWSE Operating Rules.
(5) When the principal, after occurrence of default, submits evidentiary documents showing that failure to complete timely settlement for the given discretionary account was due to the consignee's failure to perform responsibilities arising out of an unauthorized trade by the consignee.
(6) Other reasons sufficient to demonstrate that the default was not attributable to the principal.
2. When securities brokers report cancellation of default and fail to perform complete verification of the grounds for cancellation or to attach evidentiary documents as specified in the preceding paragraph, or when, upon examination, the attached documents and the reasons stated in the report do not appear to satisfy the formal requirements for proving that the default was not attributable to the fault of the principal, the TWSE will not accept or process such report; the securities broker reporting default shall bear full responsibility for any damage to the rights and interests of the principal or for any disputes arising from such a report.
3. If the cancellation of default reported by the securities broker contains any false or misleading statements, the TWSE may handle such event in accordance with the Article 38 of its articles of incorporation or Article 141 of the TWSE Operating Rules.
4. A securities broker that mistakenly reports a default by a principal shall penalize the personnel responsible for the negligence by temporarily suspending their participation in operations for three months; that employee's registration certificate shall be returned with the letter of report cancelling the default. The TWSE may handle such matters, according to circumstances, in accordance with Article 38 of its articles of incorporation or Article 140 of the TWSE Operating Rules.
5. When a securities broker has cancelled a case of default and the TWSE has approved the cancellation, the case shall be closed and filed for reference. If the facts of the case have already been reported to other securities brokers, the securities broker may receive and review the information on the cancellation of the principal's default at 8:30 a.m. the next morning and submit it for display on the TSCE public announcement information system for that afternoon.
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VIII. Procedures for announcing conclusion of a case:
Upon conclusion of a case, the securities broker shall report its conclusion to the TWSE; the TWSE will in turn inform all other securities brokers.
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IX. These Guidelines shall be implemented upon approval by the competent authority.
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