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[Party to this Contract] (hereinafter referred to as Party A) and the Stock Exchange Corporation (hereinafter referred to as Party B) have agreed to enter into this Contract relating to the opening of a credit account by Party A with Party B for handling margin purchases and short sales in securities trading, as follows:
Article 1
The Parties' rights and obligations in connection with margin purchases and short sales in securities trading are governed by securities and exchange laws and regulations, Operating Rules for Securities Firms Handling Margin Purchases and Short Sales of Securities (the "Operating Rules"), relevant rules and announcements, letter directives, terms and conditions of this Contract and contract for consignment trading of securities, as may be amended from time to time.
Party A agrees that the Taiwan Stock Exchange Corporation ("TWSE"), Taipei Exchange ("TPEx"), and institutions designated by the competent authority may, in accordance with laws and regulations, collect, process, use and internationally transmit its personal information and that Party B may transmit Party A's personal information to the TWSE and TPEx.
Party A and its joint and several guarantor agree that Party B may obtain their credit information from the Joint Credit Information Center if such information is required by Party B for the business activities that are registered or that are identified in its articles.
Article 2
The receipt and delivery of funds and securities for margin purchases and short sales between the Parties shall be processed through the credit account.
Article 3
Party B may not use proceeds derived from short sales or margins for short sales that are deposited in Party A's credit account for any purpose other than those listed below:
- As a source of funds for margin purchases.
- As collateral for refinancing with securities finance enterprises.
- As a source of funds for conducting money lending in connection with securities business..
- As collateral for borrowing securities through the TWSE securities lending system.
- Bank deposits.
- To purchase short-term bills.
Article 4
Party B may not use the securities deposited in Party A's credit account for purposes other than the following, and shall deliver the same to a central depository for deposit:
- As a source of securities for short sales.
- As collateral for refinancing with other securities finance enterprises.
- As a source of lendable securities in conducting securities lending business.
- As collateral for borrowing securities through the TWSE securities lending system.
- To lend to a securities firm or securities finance enterprise conducting securities borrowing and lending business as a source of securities for conducting securities borrowing and lending business or securities margin purchase and short sale business.
- To lend through the TWSE securities borrowing and lending system.
- To participate in competitive auction lending transactions or negotiated lending transactions conducted by a securities finance enterprise.
If the rate of bonus shares or stock dividend shares distributed on securities acquired through margin purchase or additional collateral securities obtained by Party A is 20 percent or higher, all such new shares shall serve as collateral; or where the issuing company of the securities acquired through margin purchase or additional collateral securities obtained by Party A conducts a demerger and capital reduction, and its resumption of trading after capital reduction is on the same day as the TWSE or GTSM listingof the shares of the transferee company of the demerger, then the shares of such transferee company of the demerger shall all be used as collateral if none of the circumstances prescribed in subparagraph 2, paragraph 2, Article 57 of the Operating Rules applies to it.
All such new shares or shares of thetransferee company of the demerger referred to in the preceding paragraph shall serve as collateral, and the right to defer income tax shall be waived. The central securities depository shall transfer the shares by book-entry transfer into the segregated loan collateral account opened by Party B.
When utilizing securities pursuant to the first paragraph, Party B shall be responsible for delivering the same category and quantity of securities when the margin purchase or short sale position is closed, and no objection shall be raised by Party A.
Article 5
Where Party A places an order for a margin purchase and short sale, it shall calculate whether the balance of suchmargin purchase and short sale transactionexceeds the stipulated limit and, when it orders for return, shall verify whether the category and quantity of securities exceed the balance in the credit account; for any exceeded amount, Party A shall be responsible for redemption by cash payment or delivery of spot securities.
Article 6
Party B shall calculate the ratio of the collateral value of the credit account to Party A' debts accrued throughmargin purchases and short salesevery day, and Party A shall immediately make up the shortfall within the period prescribed by Party B if it is lower than the ratio prescribed by Party B.
The time limit for making up the shortfall in the preceding paragraph shall be determined in accordance with Article 54 of the Operating Rules.
Article 7
In the circumstance whereParty A fails to cover the shortfall in accordance with paragraph 1 of the preceding article, Party B may dispose of Party A's collateral in accordance with Article 55 of the Operating Rules, unless the parties otherwise agree.
Article 8
Unless the parties otherwise agree in accordance with Article 81 of the Operating Rules, where any circumstance under paragraph 1, Article 80, and paragraph 1 or 2, Article 81, of the Operating Rules applies to Party A, Party B may dispose of the collateral in accordance with paragraph 3, Article 81 of the same Operating Rules.
When the TWSE or TPEx has ratified and publicly announced the delisting from the stock exchange or termination of TPEx trading of a security obtained by Party A through margin purchase or short sale, the delisting or termination date is deemed the expiration date of the term of the credit transaction, and Party B shall request Party A to repay the margin loans or return the borrowed securities before the tenth business day before the delisting or the termination of TPEx trading, unless:
- the issuing company has applied for conversion of its TPEx listed securities to TWSE listed securities.
- The securities of a TWSE or TPEx listed company are delisted due to the company's merger, and the surviving company uses the securities which are eligible for margin purchase and short sale transactions for payment of all or part of the consideration to shareholders of the non-surviving company.
- The securities of a TWSE or TPEx listed company are delisted due to a share conversion, and the shares after conversion are still eligible for margin purchase and short sale transactions.
If Party A fails to liquidate a margin purchase or short sale within the deadline under the preceding paragraph, Party B may dispose of its collateral beginning from the next business day by the mutatis mutandis application of paragraph 3, Article 81 of the Operating Rules, unless the parties otherwise agree.
Article 9
When Party B dispose of the collateralunder the preceding two paragraphs, no objection shall be raised by Party A to the disposal time and price, and Party A shall bear the disposal costs.
Income derived from disposal of collateral under the preceding paragraph shall be used to offset against Party A's outstanding obligations relating to margin purchases and short sales, and any remaining surplus shall be returned to the principal. Party A shall settle immediately if the disposal proceeds are insufficient to satisfy the obligation, or Party B may seek recovery in accordance with the law. Party A may not refuse to settle its obligations if Party B fails to dispose of the collateral and obtain compensation due to special circumstances.
Article 10
The rates of the margin loan interest to be charged by Party B from Party A, and interest on short sale proceeds and guaranteepayable to Party A, will be determined by Party B.
The interest under the preceding paragraph shall accrue for the number of days from the second business day after the day on which the margin purchase or short sale is executed by Party A to the day before the payment day.Upon adjustment to any interest rates, Party B will apply the adjusted interest rates to any and all open positions in margin purchases and short sales by Party A as from the date of the adjustment.
The rate of the short sale handling fee to be charged by Party B for providing securities acquired through margin purchases to Party A for short selling will be determined by Party B. In respect of the various fees and expenses to be borne by Party B for any competitive bid loan, negotiated transaction, or purchase by tender offer of the short balance of a security conducted by a securities finance enterprise, if Party A is to conduct a short sale of such security, it agrees to do so and bear the aforementioned fees and expenses in accordance with Article 52 of the Operating Rules, which may be deducted by Party B from the short sale collateral funds paid by Party A.
Before providing securities borrowed through the TWSE securities lending system, securities borrowed from customers in money lending conducted in connection with securities business, securities borrowed from securities firms or securities finance enterprises conducting money lending in connection with securities business or conducting margin purchases and short sales of securities, or its proprietary shares of securities, to Party A for short selling, Party B shall determine the rate, calculation, and method of collection of the short sale fee with Party A, where the interest rate shall be below 20% per annum. Where Party B calculatesthe collateral maintenance ratio on a daily basis, it may deduct the short sale fee from the value of the collateral paid by Party A. Expenses incurred by Party B from refinancing from a securities finance enterprise due to a shortfall in the security shall be borne by Party B.
Party B may, for a period starting from the date of default, and ending on the date of payment,by Party A, depending on the event of default, charge a margin purchase default penalty in the amount of the shortfall that shall be made up multiplied by 10 percent of the stated interest rate on the margin loan, a short sale default penalty in the amount of the shortfall that shall be made up multiplied by 10 percent of the short sale fee, or a short sale default penalty equivalent to a one-time handling fee based on the stated amount of the short sale handling fee.
Article 11
Securities sold by Party A for short selling shall be covered and closed out within the specified time limit prior to the book closure of the issuing company, provided this shall not apply where the issuing company closes its books for a reason such as convening of a special shareholders' meeting or that will not affect the exercise of shareholders' rights.
Before book closure of the issuing company, Party B shall transfer on behalf of Party A securities that are purchased on margin and those that are deposited as collateral to offset against margin collateral requirements, provided where the issuing company closes its books because of a special shareholders meeting, the number of shares of the issuing company's stock held in Party A's margin accounts that are purchased on margin shall, for the purposes of share transfer, be calculated by Party B in accordance with the Operation Directions for the Calculation of the Number of Shares of Margin Buyers for the Purposes of Share Transfers Upon Special Shareholders Meetings as prescribed by the TWSE in consultation with the TPEx.
Article 12
The rights and obligations of the Parties under this Contract shall not be assigned to any third party except for reasons of consolidation and merger or transfer of business of Party B.
Article 13
This Contract will terminate ipso facto if any circumstance under Article 41; paragraph 1, Article 43; paragraph 1, Article 80; paragraph 1 or 2, Article 81; or Article 83 of the Operating Rules applies to Party A, or in case of the death of Party A.
Party A may notify Party B of the termination of this Contract at any time after the full discharge of obligations of the margin purchases and short sales.
In the event of the ipso facto termination of this Contract upon Party A's death, Party B may, by the mutatis mutandis application of paragraph 3, Article 81 of the Operating Rules, settle the balance of its margin purchases and short sales and dispose of its collaterals to the extent required for the discharge of obligations.
Article 14
If Party A fails to promptly notify Party B in writing of any change to the information contained in the Margin Account Application Form with respect to the name, national ID number or juristic person's uniform serial number, domicile or residence, mailing address, or telephone number of Party A or its agent, representative or authorized personnel, Party B may halt margin purchases and short sales by Party A.
Article 15
All notices that Party B is required to give to Party A under this Contract and the relevantrules shall be delivered by mail, by e-mail subject to electronic signature requirements, or by personal delivery against a receipt signed by Party A.
Party A shall give its consent in written or electronic form in advance if it requests Party B to deliver notices by e-mail. Deadlines notified by Party B to Party A for actions to be taken are the same as thosenotified by mail.
Where a notice mailed by Party Bcannot be delivered in time as a result of Party A's failure to give notice of change pursuant to the preceding articleor other reasons attributable to Party A, the notice shall be deemed to take effect from the day of the first delivery attempt by the post office.
In the case of a notice given by personal delivery against a receipt signed by Party A,its signature or seal impression shall match the specimen signature or seal appearing in this Contract and be dated personally by Party A.
Article 16
Party B's place of business shall be the place of performance for this Contract. The Parties agree that any dispute arising out of or in connection with this Contract shall be submitted to the court for the place of performance designated as the court of first instance.
Article 17
The securities firm shall notify the principal in writing one month prior to the expiration of this Contract.
This Contract shall be effective as of the date of execution and remain in effect for a period of three years. This Contract is executed in duplicate, with each Party holding one copy as evidence.
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