| Title： |
Operating Rules of the Taiwan Stock Exchange Corporation(2019.02.12) |
| Date： |
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Article 77-4
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To invest in domestic securities, onshore overseas Chinese and foreign nationals shall submit the relevant documents to a securities broker to carry out registration with the TWSE and obtain an identification number and submit the below-listed documents to the securities broker for purposes of opening an account for securities trading.
- Overseas Chinese and foreign natural persons: Alien Resident Certificate (or Overseas Compatriot Identity Certificate, or ROC passport with an Overseas Compatriot Identity Endorsement) and other identification with identifiable features (such as national health insurance card, passport, driver's license or student identity card etc.).
- Foreign institutional investor: Document evidencing company registration registered with the competent authority of the jurisdiction where it was incorporated, and National Identity Card (or Alien Resident Certificate or passport) of the responsible person.
Offshore overseas Chinese and foreign nationals shall carry out registration with the TWSE through their designated domestic agent or representative and obtain an identification number and submit photocopies of the domestic agent or representative's national ID card or alien resident certificate or a photocopy of the documentary proof following company registration (or amendment registration) to the securities broker for purposes of opening an account for securities trading (provided, if such documents, for the same domestic agent or representative and having identical content, have already been submitted to and placed on file by the broker, they need not be resubmitted).
If the domestic agent under this Article is a custodian institution approved by the Financial Supervisory Commission, and the custodian institution and the securities broker handling account opening both have network authentication mechanisms, the documents for account opening may be transmitted electronically to open the account.
If any of the circumstances in Article 11 of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals is present with respect to a registration by an overseas Chinese or foreign national, the TWSE shall not carry out registration; if registration has already been performed, the registration shall be canceled, and the securities broker that has opened the account shall be notified that it may not accept purchase orders therefrom. However, this restriction shall not apply to a purchase made to return securities borrowed in a securities borrowing and lending transaction. After the balance of the account has been liquidated, the securities broker shall cancel the account.
The registration operations of this Article shall be handled pursuant to the Operation Directions for Registration Applications by Overseas Chinese, Foreign Nationals, and Mainland Area Investors to Invest in Domestic Securities or Engage in Domestic Futures Trading submitted by the TWSE to the Competent Authority for approval.
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Article 77-5
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When the overseas subsidiary or branch of a TWSE listed, Taipei Exchange listed, or emerging stock company issuing securities to its overseas foreign national employees pursuant to Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act or Articles 167-1, 167-2, 235, or 267 of the Company Act handles the transfer, subscription, and distribution of securities on behalf of its overseas foreign national employees, and carries out registration of a "Segregated Collective Investment Account for Overseas Foreign National Employees" with the TWSE, it shall, in addition to the same registration documents duly required for offshore foreign institutional investors, submit the documents in the following subparagraphs, and keep a copy of the documents on record at its domestic agent:
- Original affidavit stating that the overseas subsidiary or branch of the TWSE listed, Taipei Exchange listed, or emerging stock company has actually been authorized by the overseas foreign national employees.
- Photocopy of the evidentiary documents that the TWSE listed, Taipei Exchange listed, or emerging stock company has obtained the approval or effective registration from the competent authority to issue new shares or employee stock warrants or to buy back its shares.
- Photocopy of the minutes of the TWSE listed, Taipei Exchange listed, or emerging stock company's board of directors meeting that approved the transfer of bought-back stocks to its employees pursuant to Article 167-1 of the Company Act or Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, the issuance of employee stock warrants pursuant to Article 167-2 of the Company Act, or Article 28-3 of the Securities and Exchange Act, or the issuance of new shares pursuant to Article 235, paragraph 2, Article 240, paragraph 4, and Article 267 of the Company Act.
When the domestic agent of the overseas subsidiary or branch of a TWSE listed, Taipei Exchange listed, or emerging stock company applies with a securities broker to open an account, it shall, in addition to the documents required for account opening as in the preceding Article, affix the documents in the subparagraphs of the preceding paragraph to apply for account opening. Securities trading through that segregated account will be restricted to the sale of the following stocks; no other securities trading may be engaged in:
- Stock that those employees have obtained as a result of share distribution, subscription, or assignment.
- Stock of another TWSE or Taipei Exchange listed company, TWSE or Taipei Exchange primary listed company, or emerging stock company that those employees have obtained by duly participating in a public tender offer through an offer to sell, or by the issuer's participation in a merger or acquisition, or stock obtained as the result of a share distribution, subscription, or transfer based on such stocks.
When a TWSE primary listed, Taipei Exchange primary listed, or emerging stock foreign issuer carries out registration procedures for a "Segregated Collective Investment Account for Overseas Foreign National Employees" with the TWSE for securities obtained by its overseas foreign national employees in accordance with the laws and regulations of the place of registration, it shall, in addition to the same registration documents duly required for offshore foreign institutional investors, submit the documents in the following subparagraphs, and keep a copy of the documents on record at its domestic agent:
- Original affidavit stating that the TWSE primary listed, Taipei Exchange primary listed, or emerging stock foreign issuer has actually been authorized by the overseas foreign national employees.
- Photocopy of documentary proof that the TWSE primary listed, Taipei Exchange primary listed, or emerging stock foreign issuer has obtained effective registration from the competent authority to issue new shares or employee stock warrants.
When the domestic agent of the TWSE primary listed, Taipei Exchange primary listed, or emerging-stock foreign issuer applies with a securities broker to open an account, it shall, in addition to the documents required for account opening as in the preceding Article, affix the documents in the subparagraphs of the preceding paragraph to apply for account opening. Such account may not be used for any securities trading other than the sale of securities obtained by the employees in accordance with the laws and regulations of the country of registration and as approved or authorized by Taiwan, or sale of stock of another TWSE or Taipei Exchange listed company, TWSE or Taipei Exchange primary listed company, or emerging stock company that the employees have obtained by duly participating in a public tender offer through an offer to sell, or have obtained by the issuer's participation in a merger or acquisition, or of stock obtained as the result of a new share distribution, subscription, or transfer based on such stocks.
Paragraphs 3, 4, and 5 of the preceding Article shall apply mutatis mutandis to the registration process under this Article.
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Article 77-8
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When the domestic agent or representative of a mainland nationality shareholder of a TWSE or Taipei Exchange primary listed company opens an account at a securities broker, in addition to the documents for account opening of paragraph 1 of the preceding Article, the domestic agent or representative shall also submit documentation issued by the foreign issuer's shareholder services agent evidencing that the mainland nationality shareholder obtained the stock (or evidentiary certificate representing the stock) issued by that foreign issuer prior to its TWSE listing or Taipei Exchange listing in Taiwan, or the documentary proof that mainland nationality employees have been allotted, subscribed to or been assigned shares in accordance with the laws and regulations of the country of registration.
For a mainland nationality shareholder of a TWSE or Taipei Exchange primary listed company or a shareholder of a TWSE or Taipei Exchange primary listed company that is a company in which a mainland area person, juristic person, organization, or other institution invests in a third area, when such shareholder's domestic agent or representative opens an account at a securities broker, in addition to the documents for account opening of paragraph 1 of the preceding Article, documentation shall also be submitted evidencing that the stock issued by the foreign issuer was obtained due to direct investment in private placement, cash capital increase, merger, acquisition and share conversion.
Securities trading through the accounts referred to in the preceding two paragraphs are restricted to sale of stock issued by such foreign issuer, sale of stock through duly made tender by participation in a public tender offer, and sale of stock of other TWSE or Taipei Exchange listed company or TWSE or Taipei Exchange primary listed company obtained through the issuer's participation in a merger and acquisition, and sale of stock obtained as the result of a share distribution, subscription, or transfer based on such stocks. No other securities trading may be engaged in through such accounts.
If a company whose stock is TWSE listed or Taipei Exchange listed, pursuant to Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act or Article 235 or Article 267 of the Company Act, awards securities to an employee or employees who are mainland nationals, the company's overseas subsidiary or branch office will conduct registration for a Collective Investment Account for Mainland Nationality Employees with the TWSE to obtain an ID number for purposes of handling the transfer, subscription, or distribution of securities to such employee or employees. When the domestic agent opens an account with a securities broker in such a case, in addition to the account opening documents required by paragraph 1, the documents in the following subparagraphs shall also be submitted, and a copy of the documents shall also be kept on record at the place of the domestic agent for reference:
- An original copy of the undertaking stating that the overseas subsidiary or branch office of the company whose stocks are TWSE listed or Taipei Exchange listed is actually authorized by the employees that are mainland nationals.
- A photocopy of the documentation evidencing the Competent Authority's approval of, or effective registration for, the issuance of new shares or employee stock warrants, or the repurchasing of its own shares, by the company whose stock is TWSE listed or Taipei Exchange listed.
- A photocopy of the meeting minutes at which the board of directors of the company whose stock is TWSE listed or Taipei Exchange listed approved the current instance of repurchase of its own shares for a share transfer to employees pursuant to Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, or issuance of employee stock warrants pursuant to Article 28-3 of the Securities and Exchange Act, or issuance of new shares pursuant to Article 235 and Article 267 of the Company Act.
When a TWSE primary listed or Taipei Exchange primary listed foreign issuer carries out registration procedures for a "Segregated Collective Investment Account for Mainland Nationality Employees" with the TWSE for securities obtained by its mainland nationality employees in accordance with the laws and regulations of the place of registration, when the domestic agent opens the account with a securities broker, in addition to the account opening documents in paragraph 1 of the preceding article, the documents in the following subparagraphs shall also be submitted, and a copy of the documents shall also be kept on record at the place of the domestic agent for reference:
- Original affidavit stating that the TWSE primary listed or Taipei Exchange primary listed foreign issuer has actually been authorized by the mainland nationality employees.
- Photocopy of documentary proof that the TWSE primary listed or Taipei Exchange Primary listed foreign issuer has obtained effective registration from the competent authority to issue new shares or employee stock warrants.
The accounts of the preceding two paragraphs may be used only to sell stocks which such employees have obtained by exercising securities subscription rights or through transfer or distribution, or to sell stocks of another TWSE or Taipei Exchange listed company or TWSE or Taipei Exchange primary listed company that such shareholders have obtained by duly participating in a public tender offer through an offer to sell, or have obtained by the issuer's participation in a merger or acquisition, or stocks obtained as the result of a new share distribution, subscription, or transfer based on such stocks. Such accounts may not be used for any other securities trading.
The provisions of paragraphs 4 and 5 of the preceding Article shall apply mutatis mutandis to the registration operations of this Article.
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