| Title： |
Regulations Governing Handling of Stock Affairs by Public Companies(2004.11.29) |
| Date： |
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Article 2
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The stock affairs referred to in these Regulations include the following affairs:
1. Opening of account, change of basic shareholder information, etc. for a shareholder.
2. Transfer of share ownership, creation of pledge, removal of pledge, reporting of loss, canceling report of loss, etc. and the merger and division of stocks.
3. Holding shareholders' meetings.
4. Distribution of cash and stock dividends.
5. Rights issue stock affairs.
6. Affairs regarding printing of share certificates by a third party.
7. Shareholder's inquiry or other affairs related to stocks required by government regulations.
8. Other stock affairs approved by the Financial Supervisory Commission (hereinafter referred to as "this Commission") of the Executive Yuan.
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Article 3
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The stock affairs of a public company (hereinafter referred to as "company") may be entrusted to a third party. The entrusted person shall be limited to the integrated securities firms and the banks and trust enterprises that may be entrusted with the stock affairs under the laws.
To assist companies to successfully convene shareholders' meetings, companies limited by shares meeting the following conditions also may be entrusted to handle matters in connection with shareholders' meetings:
1. have paid-in capital of not less than NT$200 million;
2. shareholders operating securities firm business under the Act hold an aggregate of more than 50 percent of the total number of the issued shares of the company, and any individual securities firm holds no more than 10 percent of the total number of the issued shares of the company;
3. at least one-third of the directorships of the company are held by independent directors;
4. personnel and the internal control system comply with the requirements of Articles 4 and 6.
The company or the institution entrusted by the company to handle stock affairs (hereinafter referred to as "entrusted institution") shall pay attention to the rights and interests of the shareholders and the safety of stock transaction.
If a company whose shares are listed on the stock exchange or traded on the OTC market handles its own stock affairs, its personnel, facilities, and internal control system shall comply with the requirements of these Regulations. Provided, this restriction shall not apply where this Commission has otherwise made provisions for matters to be handled by the company.
During a period in which a listed or OTC-traded company entrusts its stock affairs under the preceding paragraph to an entrusted institution, it shall not handle any stock affairs itself, unless this Commission has otherwise made provisions as specified in the proviso of the preceding paragraph.
Companies applying for the first time for stocks to be listed on the stock exchange or to be traded in the OTC market shall, before the stocks are listed or traded, publicly announce and report the name and place of the institution handling company stock affairs to the stock exchange and the OTC securities exchange for record and also notify the centralized securities depositary enterprise.
For stocks that are listed on the stock exchange or traded in the OTC market, when the company changes the institution handling its stock affairs or when the institution handling its stock affairs changes its business location, there shall be public notification and a report to the stock exchange and the OTC securities exchange within three days from the decision, and there also shall be a notification to this Commission and the centralized securities depositary enterprise. A stock affairs institution shall likewise also be required to make a public notification and report when a company with stocks listed on the stock exchange market or traded on the OTC market enters into an entrustment arrangement with it to handle its stock affairs or terminates entrustment of its stock affairs.
The provisions of the preceding two paragraphs concerning notification to the centralized securities depositary enterprise shall apply mutatis mutandis to companies that are not listed on the stock exchange or traded in the OTC market and whose stocks are in the custody of a centralized securities depositary enterprise, or that have not printed stock certificates and whose stocks are registered with a centralized securities depositary enterprise.
This Commission or the institutions designated by this Commission may examine the stock affairs and the internal control system of the organizations handling stock affairs.
Should any dispute occur over law or regulation or any other uncertainty arise with respect to the handling of stock affairs business, the above-stated designated institutions may call together concerned bodies to deliberate and prepare an opinion on the handling of such matters, and submit it via letter to this Commission.
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Article 4
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Companies whose shares are listed on the stock exchange or traded on the OTC market and who handle their own stock affairs, and institutions entrusted to handle stock affairs, in addition to appointing sufficient employees with appropriate training and management, must appoint at least one supervisor and deputy thereof with at least 5 years of practical experience in stock affairs; among the rest of the employees handling stock affairs, at least one-third of them, and no less than 5 in all, must meet one of the following criteria. However, this ratio requirement does not apply if there are at least 20 employees handling stock affairs who meet the following criteria:
1. at least 3 years of practical experience in stock affairs.
2. an agent or senior agent of a securities firm.
3. successfully passed the stock affairs examination held by an institution appointed by this Commission.
If only the minimum personnel number requirements of the preceding paragraph are met, those employees must be full-time employees.
A company that handles, for itself or as entrusted by another company, stock affairs of a company whose stock is listed on the stock exchange or traded in the OTC market, shall, before the person in charge and his/her deputies begin working on stock affairs, report to the institution designated by this Commission the said employees' basic information, and in case of any changes, shall report the condition of all the changes within 15 days from the beginning of the month after the month of the change.
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Article 5
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Companies whose shares are listed on the stock exchange or traded on the OTC market and who handle their own stock affairs, and institutions entrusted to handle stock affairs, must have facilities for handling stock affairs complying with the rules below:
1. Must have the necessary computer facility and chop comparison/verification equipment.
2. Must have a safe equipped to deal with fire, floods, and burglars, and establish and follow rules for management of the safe.
Companies whose shares are not listed on the stock exchange or traded on the OTC market and who handle their own stock affairs shall have a safe storage room and shall establish and follow rules for management of their storage room, as well as have sufficient watch equipment and other facilities.
The provisions of the preceding paragraph shall apply to the facilities for self-handling of stock affairs of companies whose shares are listed on the stock exchange or traded on the OTC market and who issue all their stock in scripless form.
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Article 18
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The names registered on the shareholders list, as applicable to natural persons, shall be based on the name shown on the National Identity Card, except in the case of overseas Chinese and foreign nationals who may supply the name shown on the alien resident certificate, passport or other documents evidencing identity; as applicable for juristic persons, the name registered on the shareholders list shall be their full registered name.
In handling matters in the preceding Paragraph regarding securities or securities underlying overseas depositary receipts that are held by offshore overseas Chinese and foreign nationals, securities investment trust funds, or under trust contracts, the shareholders registry of the company may be registered under a specialized account name that can clearly identify the rights and obligations relating to the stock certificates.
A company with shares listed on the stock exchange or traded in the OTC market that issues employee stock option certificates to foreign nationals employed by an overseas subsidiary may, when foreign employees exercise the stock options and obtain certificates of payment for exercising stock options issued by the company or company stock certificates, transfer the certificates of payment for exercising the stock options or the company stock certificates directly into an investment account opened by its overseas subsidiary pursuant to the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals, and make the registration in the company’s roster of shareholders in the name of said account.
The registration referred to in the preceding paragraph may be itemized by the specific subsidiaries of the company whose shares are listed on the stock exchange or traded in the OTC market and by the year of issue and issue number.
If the company whose shares are listed on the stock exchange or traded in the OTC market, or foreign employees of an overseas subsidiary thereof, are unwilling to follow the procedures set forth in Paragraph 3, the foreign employees of the individual subsidiary shall themselves open investment accounts for such purpose.
A company shall not open two or more accounts for the same shareholder.
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Article 19
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Upon opening a new account, the shareholder shall supply a specimen chop, photocopy of the National Identity Card, resident certificate, passport, or other documents evidencing identity or photocopy of documents evidencing company registration; where necessary, the company or the institution entrusted to handle stock affairs may require the shareholder to supply originals of the above documents; where a foreign shareholder consigns a domestic agent or representative to open the account, a power of attorney shall be supplied.
When opening an account as referred to in the preceding Paragraph, a natural person shall leave on file a signature or chop specimen using his or her true name; a juristic person shall use its full registered name, and in addition, may also register the signature or chop of its representative or use the professional chop of its agent; where in accordance with Paragraph 2 of the preceding Article a specialized account is used, a chop based on the name of such specialized account name shall be used, provided that where the Taiwan representative of an overseas Chinese or foreign national is the same person as the custodian institution, or where a trust enterprise established under the Trust Act serves as the trustee institution, the exclusive chop of that custodian or trustee institution may be used as the shareholder chop for its account; in case of a minor or an interdicted person, the statutory agent shall also supply their signature or chop; if the statutory agent is the parents, the parents may agree
to signing or use of chop by either parent on behalf of both parents; in the case of a signature account, the company or the institution entrusted to handle stock affairs may adopt the procedures set forth in Paragraph 2 of Article 11.
A shareholder that has provided both a signature and chop specimen on the specimen chop card on file may effectively use either signature or chop to process stock affairs with the company or exercise related rights pursuant to Paragraph 1 of Article 11.
The shareholder specimen chop and signature shall be limited to a single copy.
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Article 20
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The contents of the specimen chop card shall include the shareholder account number, name of the shareholder, commencement date, and specimen signature or specimen chop. In addition, natural persons shall indicate the address shown on the household registry, and contact address and telephone number, National Identity Card number or the number of other document evidencing identity or photo copy of profit-seeking-enterprise certificate, and the date of birth; a juristic person shall indicate its registered address and its uniform number; a foreign shareholder consigning a domestic agent or representative to open account shall indicate the address and uniform number of the domestic agent or representative.
A contact address indicated by a domestic shareholder as referred to in the preceding Paragraph shall be confined to a domestic address; where a foreign shareholder has designated a custodian institution, the name of such institution shall be included.
The uniform number of overseas Chinese or foreign nationals, in the case of natural persons, shall be the ID number assigned by the National Police Administration; where an ID number has not been obtained, it shall be the western calendar date of birth (year, month, date) shown on the passport, alien resident certificate or other document evidencing identity (eight digits) plus the first two alphabets of its English last name (two digits); in case of juristic persons, the number shall be based on the withholding uniform invoice number assigned by the tax authority.
The uniform invoice number of a person from the mainland China, Hong Kong, or Macao area shall be the ID number assigned by the National Police Administration; where an ID number has not been obtained, it shall be the final 10 digits of the resident identity number on the mainland China area resident identity card for a mainland China area resident, or the resident identity number on the Hong Kong or Macao resident identity card for a Hong Kong or Macao area resident; for a person who does not have a resident identity card, the first digit shall be 9, the second through the seventh digit shall be the final two digits of the western calendar year of birth and the month and day of birth (two digits each), and the eighth through the tenth digits shall be left blank.
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Article 22
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Where the specimen chop is lost or destroyed, a lost specimen chop application shall be completed specifying the serial numbers and number of shares bearing the old chop, together with identification papers and copies thereof, new specimen chop card and the stock certificates, and the above materials shall be personally sent to the company for processing. Upon determination that the specimen chop may be replaced with a new one or with a specimen signature, and upon completing the procedures for registering a new specimen chop, the new specimen chop shall be effective on the date following completion of registration, unless it is declared that the effective date shall be on the same date.
Where the procedures for replacement of a specimen chop with a new chop or provision of a specimen signature are consigned to a third party or handled through correspondence, the following identity documents shall be submitted:
1. Natural person shareholder: if a domestic natural person, the National Identity Card or the chop certificate issued by the household registration office; if a foreign natural person, the alien residence certificate, passport, or certificate legalized by an ROC representative body or issued by a local court or government agency in the shareholder’s home country, or identity document notarized by a statutory notary institution in the shareholder’s home country.
2. Juristic person shareholder:
(1) A juristic person shareholder shall submit an application letter bearing the company chop on the company amendment registration chart issued by the competent authority and the chop of the responsible person who represents the company.
(2) Photocopy of the company amendment registration chart issued by the competent authority, with a statement thereupon indicating that it is a true and faithful copy of the original.
(3) Documentation of identity in accordance with the preceding subparagraph for the responsible person of the juristic person shareholder.
3. Where a third party is consigned to carry out the procedures, such consignee shall be a citizen of the Republic of China, and, in addition to the identity documents set forth in the preceding two subparagraphs the National Identity Card and power of attorney of the consignee shall also be submitted.
The provisions of Paragraphs 2 and 3 of the preceding Article shall apply mutatis mutandis while processing the lost specimen chop under Paragraph 1.
Where a chop is replaced by a signature under Paragraph 1, the company or the institution entrusted to handle stock affairs may adopt the procedures set forth in Paragraph 2 of Article 11.
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Article 22-1
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A shareholder carrying out amendment of the specimen chop or signature because of a change of account name shall complete an application for change of the account name, specifying the full serial numbers of the stock certificates and number of shares held, affixing the new specimen chop or specimen signature, together with the new specimen chop card and the stock certificates, documentation of the change of account name, identification papers and photocopy thereof, and deliver them in person to the company for processing of registration; upon completion of the registration procedures, the amendment shall become effective on the next following day, unless it is declared that it is effective from the registration date.
Paragraphs 2 to 4 of Article 21 and paragraph 2 of Article 22 apply mutatis mutandis to a change of account name under the preceding paragraph.
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Article 24
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Where a shareholder processes the transfer of stock certificates on his own behalf in accordance with provisions of law, the procedures shall be as follows:
1. Court auction or compulsory execution:
(1) The stock certificate to be transferred, transfer application, court auction records and proof of transfer, and proof that the securities transaction tax has been paid shall be submitted.
(2) The space allotted on the transfer application and on the stock certificate for the chop of the transferor may be replaced with the proof of transfer issued by the court.
2. Transfer via inheritance:
The inheriting party shall complete the transfer application and affix his signature or chop on the backside of the stock certificate in space allotted for the transferee, and shall further attach the following documents:
(1) Line of inheritance chart (to be completed by the applicant inheriting party in accordance with Articles 1138 through 1140 of the Civil Code; if there are any errors, the applicant shall be responsible therefore).
(2) The current household registry of the inheriting party.
(3) For a domestic inheriting party, the National Identity Card or the chop certificate issued by the household registration office (if the inheriting party is a minor, the statutory agent's National Identity Card or chop certificate issued by the household registration office shall also be attached); for a foreign inheriting party, the residence certificate, passport, certificate legalized by an ROC representative body or issued by local court or government agency in the shareholder’s home country, or identity document notarized by a statutory notary institution in the inheriting party’s home country. Where the inheriting party consigns a third party to process the transfer on his behalf, the consignee shall be a citizen of the Republic of China, and the consignee’s National Identity Card and the power of attorney shall be presented. An inheriting party who is a person of the mainland China area shall submit inheritance relationship documents that have been certified by the Straits Exchange Foundation
and the inheritance relationship certificate or similar documents issued by a notary authority within the mainland China area. If due to his special status or other reasons such an inheriting party cannot personally enter Taiwan to process such matters, such person shall execute a legally recognized power of attorney and appoint a third person located within the Taiwan area to process such matters.
(4) Where there are several inheriting parties, an agreement signed by all eligible inheriting parties under the Book of Inheritance of the Civil Code stating that they agree with the distribution shall be supplied; where a judgment is rendered by a court, the judgment shall be supplied.
(5) Certification of payment of taxes or tax exemption issued under Article 41 of the Estate and Gift Tax Act.
3. Transfer via gift:
Complete the transfer application and affix the signature or chops of the transferor and transferee to the backside of the stock certificate, and attach certification of payment of taxes or tax exemption issued under Article 41 of the Estate and Gift Tax Act.
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Article 34-1
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When a company is required by an act or regulation or the bylaws of the Stock Exchange or GreTai Securities Market to disclose any information related to its shareholders or shareholding, it may provide the relevant information to the centralized securities depository enterprise and engage it to compile the information required to be disclosed.
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Article 49-1
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If a company that, before the amendment to these regulations, has its shares listed on the stock exchange or traded on the OTC market and handles its own stock affairs, and fails to meet the requirements of these Regulations in respect of its personnel, facilities, or internal control system, the company shall remedy the non-compliance within two years.
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