Taiwan Stock Exchange - Rules & Regulations Directory

Amendments

Title:
Operation Directions for Applications by Overseas Chinese, Foreign Nationals, and Mainland China Area Investors for Registration to Invest in Domestic Securities or Trade Domestic Futures(2013.02.04)

1
    Registration of Offshore Overseas Chinese and Foreign Nationals
  1. New addition
    1. Basis:
      Article 10 of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals (hereinafter referred to as "the Regulations"), Article 77-4 of the Operating Rules of the Taiwan Stock Exchange Corporation (TWSE), and Article 44-4 of the Operating Rules of the Taiwan Futures Exchange Corporation (TAIFEX).
    2. Qualification:
      The term "offshore overseas Chinese and foreign nationals" means overseas Chinese, foreign natural persons and foreign institutional investors outside the territory of the Republic of China (ROC).
      1. Offshore overseas Chinese and foreign natural persons mean those who have a nationality other than the Mainland China area, are at least 20 years old and hold an identification certificate.
      2. Offshore foreign institutional investors mean those institutions incorporated outside the territory of the ROC, according to the laws and regulations of the locale.
    3. Application Documents
      1. Registration Application Form: The agent (or the representative) of the offshore overseas Chinese and foreign nationals shall fill out a "Application Form for Registration of Offshore Foreign Institutional Investors to Invest in ROC Securities or Trade ROC Futures" as in Form 1-1-1 and "Application Form for Registration of Offshore Overseas Chinese and Foreign Natural Persons to Invest ROC in ROC Securities or Trade ROC Futures," Form 1-1-2.
      2. Documents Enclosed: When applying for registration, offshore overseas Chinese and foreign nationals shall prepare the following documents:
        1. Power of attorney to agent or letter of appointment to representative.
        2. Identification certificates
          1. Offshore Overseas Chinese and Foreign Natural Persons: passport, identification certificate or other documents with a photo attached which can prove the applicant's nationality or status.
          2. Offshore Foreign Institutional Investors
            1. Non-fund Type
              1. Corporation
                Certificate of incorporation issued by a local governing authority such as a company registration certificate; if there is no company registration certificate, the following documents may serve as replacement:
                1. The articles of incorporation which the local governing authority has on record.
                2. Qualification certificate issued by the local tax authorities.
              2. Other organizations established according to law, such as government investment institutions, non-profit organizations, foundations and academic organizations. The certificate or the letter from the local governing authority approving their establishment should be presented; if there is no such certificate or letter, the following documents may serve as replacement:
                1. The articles of incorporation which the local governing authority has on record.
                2. The regulations or rules enacted as the basis for the establishment of the applicant.
                3. Qualification certificate issued by the local tax authorities.
            2. Type of Fund
              1. The certificate or the letter from the local governing authority approving its establishment should be presented; if there is no such certificate or letter, any of the following documents may serve as replacement:
                1. The record published in the web site of the local governing authority showing that the fund has completed its establishment registration.
                2. Document, such as an offering prospectus, trust contract, or memorandum for private placement, that can serve to show that the local governing authority has accepted the filing or has created a record.
                3. Qualification certificate issued by the local tax authorities.
              2. In the case of an applicant for registration in the form of a subfund, if it is unable to provide documents as provided in point (i), it shall substitute the following documents:
                1. Document in compliance with point (i) for the parent fund.
                2. Document specifying the legal or regulatory basis of the establishment of the subfund, and sufficient to prove the relationship between the parent fund and the subfund.
          3. When necessary, the TWSE or TAIFEX may require the offshore foreign institutional investors of the fund type which checks "hedging" or "investment" and "hedging" in Point 2 of the Declaration Items in the Registration Application Form to provide its articles of incorporation or the establishment contract, or documents explaining the investment or trading strategies.
    4. Flow of Processing
      1. Transmission of the Registration Application Form: Once the agent (or the representative) of the offshore overseas Chinese or foreign national applying for registration transmits the Registration Application Form online through the TWSE system, the TWSE will, after on-line review of information transmitted through computer has been completed, issue the "Certificate of Completed Registration for Offshore Overseas Chinese and Foreign Nationals," Form 1-2.
      2. Relevant Materials: The agent (or the representative) of the offshore overseas Chinese or foreign national shall deliver to the TWSE the English version of the registration form signed personally by the applicant for registration (identical to the contents of the information transmitted to TWSE), along with the Chinese version of the registration form and the certificate for registration completion for recordation. The TWSE will review these documents periodically. The agent (or representative) of the offshore overseas Chinese or foreign national shall retain a full set of the documents provided in item 2 of the above-mentioned (3), "Application Documents."
      3. Denial of registration: The TWSE or TAIFEX may deny the registration if any of the following circumstances applies to the offshore overseas Chinese or foreign national applying for registration:
        1. The registration documents or the particulars they contain are found to be fraudulent or untrue;
        2. An incomplete set of registration documents is submitted or the documents have not been fully filled out, and the applicant has failed, upon notification by TWSE, to supplement the documents within 5 days; or
        3. There is a serious violation of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals or the laws and regulations concerning securities or futures administration.
  2. Amendment
    If any content of the registration items of the offshore Chinese or foreign national has changed, the agent (or the representative) should apply to the TWSE for amendment of the registration.
    1. Application:
      1. Name Change
        Amendment Registration Application Form: The agent (or the representative) of the offshore Chinese or foreign national should transmit the "Registration Application Form for Name Change by Offshore Overseas Chinese and Foreign Nationals" as in Form 1-3-1 online through the TWSE system. Once no error is found in an online check through the TWSE system, the agent can print out the "Certificate of Amendment Registration Completion for Offshore Overseas Chinese and Foreign Nationals," Form 1-4, with which the agent can apply to securities brokers or futures commission merchants for name change. The related documents need not be filed for recordation with the TWSE, but the TWSE or TAIFEX may require the applicant to provide related information when necessary.
      2. Change of the Agent or the Representative
        Amendment Registration Application Form: The agent (or the representative) of the offshore Overseas Chinese or foreign national should transmit the "Registration Form for Change of the Agent or Representative by Offshore Overseas Chinese and Foreign Nationals," Form 1-3-2, online through the TWSE system. Once a check is performed online in the TWSE system and no error is found, the agent can print out the "Certificate of Amendment Registration Completion for Offshore Overseas Chinese and Foreign Nationals," Form 1-4, with which the agent can apply to securities brokers or futures commission merchants for the name change. The related documents need not be filed for recordation with the TWSE, but the TWSE or TAIFEX may require the applicant to provide related information when necessary.
      3. Amendment of Other Items: Except the above-mentioned changes, for changes in Item Five of the registration form, the background information of the shareholders, and Item Six, other basic information, the agent (or the representative) of the offshore overseas Chinese or foreign national may make the amendment through the TWSE system on his own initiative, and the relevant documents and information need not be sent to the TWSE for recordation.
  3. Cancellation
    1. Application Processing:
      1. Cancellation Registration Form: Where the agent of the offshore overseas Chinese or foreign national applying for cancellation is a custodian bank, it should transmit the "Registration Cancellation Application Form for Offshore Overseas Chinese and Foreign Nationals," Form 1-5, online through the TWSE system, and fax a copy of the power of attorney for tax payment or the letter of consent issued by the Taipei National Tax Administration to the TWSE. Then the agent can print out the "Certificate of Completed Registration Cancellation for Offshore Overseas Chinese and Foreign Nationals," Form 1-6, online through the TWSE system, and can go to the securities firm or futures commission merchant to cancel the account.
      2. Where the agent of the offshore overseas Chinese or foreign national applying for cancellation is a futures commission merchant, it should transmit the "Application Form for Cancellation of Registration of Offshore Overseas Chinese and Foreign Nationals," Form 1-5, online through the TWSE system, and fax a copy of Form 1-5 to the TWSE for verification. Then the agent may print out the completed Certificate of Cancellation Registration, Form 1-6, and proceed to the futures commission merchant to cancel the account.

3
    Application for registration of mainland China investors
  1. New addition
    1. Basis:
      Article 7 of the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland China Investors (the "Mainland China Investor Regulations"), Article 77-7, 77-8 of the Operating Rules of the Taiwan Stock Exchange Corporation, and Article 44-4 of the Operating Rules of the Taiwan Futures Exchange Corporation.
    2. The meaning of "mainland China investors" in these Directions is restricted to the persons in the subparagraphs below:
      1. Qualified institutional investors of the mainland China area ("mainland China institutional investors").
      2. Employees of TWSE or GTSM listed companies to whom securities have been duly issued in accordance with law and regulation and who have household registrations in the mainland China area ("mainland China employees").
      3. Shareholders of juristic persons organized and registered under the laws of foreign nations whose shares, or certificates evidencing shares, are listed or traded on the TWSE or the GreTai Securities Market (GTSM), where such shareholders are duly organized and registered in or have household registrations in the mainland China area ("mainland China shareholders").
    3. Application documents:
      1. Registration application form: The agent of the mainland China investor shall fill out an "Application Form for Registration of Mainland China Investors Investing in ROC Securities or Trading of ROC Futures," Form 3-1.

        Form 3-1: Application Form for Registration of Mainland China Investors Investing in ROC Securities or Trading ROC Futures
      2. Documents to be attached: Mainland China investors applying for registration shall submit a complete set of the following documents:
        1. The agent's power of attorney or the representative's letter of appointment.
        2. Identification documents.
          1. Mainland China institutional investors: A certificate or letter issued by the competent mainland China authority approving the institutional investor's establishment and its conformance with eligibility criteria.
          2. Segregated collective investment account for mainland China national employees of foreign subsidiaries or branch companies of TWSE listed or GTSM listed companies: Documentation of incorporation issued by the local government where the foreign subsidiary or branch company of the TWSE or GTSM listed company is located.
          3. Segregated collective investment account for mainland China national employees of primary TWSE listed or GTSM listed foreign companies: Documentation of incorporation issued by the local government where the TWSE or GTSM primary listed foreign company is located.
          4. Mainland China shareholders:
            1. Natural persons: A passport, national ID, or other photo identification papers sufficient to establish their identity and mainland Chinese nationality.
            2. Juristic persons or other lawful entities: Documents issued by the mainland China government approving establishment.
        3. Other documentation.
          1. Mainland China institutional investors:
            1. Documentation issued by the competent mainland China securities authority approving the qualifications of the institutional investor.
            2. Documentation issued by the competent mainland China authority over foreign exchange business showing the approved limit on foreign investment.
          2. Segregated collective investment account for employees of mainland Chinese nationality at foreign subsidiaries or branch companies of TWSE or GTSM listed companies:
            1. An original copy of the declaration by the foreign subsidiary or branch company of the TWSE or GTSM listed company stating that it has obtained authorization from the employees of mainland Chinese nationality.
            2. Photocopies of documents showing either approval by the competent authority or filing for effective registration for the issuance by the TWSE or GTSM listed company of new shares or employee share subscription warrants, or the company's repurchase of employee-held shares.
            3. A photocopy of meeting minutes from the relevant board of directors meeting of the TWSE or GTSM listed company showing passage of the given repurchase of company shares for transfer to employees pursuant to Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, the issuance of share subscription certificates to employees pursuant to Article 28-3 of the same Act, or the issuance of new shares pursuant to Articles 235 and 267 of the Company Act.
          3. Segregated collective investment account for employees of mainland Chinese nationality at TWSE or GTSM primary listed foreign companies:
            1. An original copy of the declaration by the TWSE or GTSM primary listed foreign issuer stating that it has obtained authorization from the employees of Mainland Chinese nationality.
            2. Photocopies of documents showing filing with the competent authority and effective registration for the issuance by the TWSE or GTSM primary listed foreign issuer of new shares or employee share subscription warrants.
            3. A photocopy of the approval letter issued by the TWSE or the GTSM approving the TWSE or GTSM primary listing.
          4. Mainland China shareholders:
            1. Documents issued by the shareholder services agent of the foreign issuer showing that shares (or certificates evidencing shares) issued by that foreign issuer were already held by the mainland China shareholders prior to the TWSE or GTSM listing of the issuer. Documents showing that the employees of mainland China nationality subscribed to or were allotted with shares pursuant to the laws of the country of registration, and photocopies of documents showing filing with the competent authority and effective registration for the issuance of new shares or employee stock warrants.
            2. A photocopy of the approval letter issued by the TWSE or the GTSM approving the TWSE or GTSM primary listing.
        4. If the mainland China institutional investor, on the declarations section of the registration form, checks "hedging," or "investment and hedging," the stock exchange or the futures exchange may, as necessary, request that the investor or the trader provide the fund prospectus or the fund establishment agreement and related documents setting out its investment or trading strategies.
    4. Procedural flow:
      1. Transmission of registration application form: The agent of the mainland China investor applying for registration first transmits the completed registration form online over the TWSE system, and when the information is reviewed through the system and found free of error, the TWSE will immediately issue a "Certificate of Completed Registration by Mainland China Investor," Form 3-2.

        Form 3-2: Certificate of Completed Registration for Mainland China Investors
      2. Related materials: After the agent of the mainland China investor applying for registration has transmitted the registration application form through the TWSE system, the registration form (either in Chinese or in English, provided that the content must be identical to the form transmitted to the TWSE), personally signed by the mainland China investor, shall be delivered with the Chinese version of the same form for recordation by the TWSE, which will periodically undertake review of the related materials. The mainland China investor's agent shall retain a full set of the documents set out in item 2 under (3) above, "Application Documents."
      3. Denial of registration: The TWSE or TAIFEX may deny a mainland China investor's application for registration under any of the following circumstances:
        1. The registration documents or particulars they list are found to be fraudulent or untrue.
        2. An incomplete set of registration documents is submitted or they have not been fully filled out, and the applicant has failed to supplement them within 5 days following notification by the TWSE.
        3. The investor is found to have committed a serious violation of the Mainland China Investor Regulations or the regulations governing securities or futures.
        4. The investor's registration has been cancelled by the TWSE or the TAIFEX in accordance with securities or futures laws and regulations.
  2. Amendments
    When there has been a change in the content of registration particulars by a mainland China investor who has already completed registration, the investor's agent shall immediately apply to the TWSE to amend the registration.
    1. Application:
      1. Name change:
        The mainland China investor or the investor's agent transmits the "Application for Registration of Name Change by Mainland China Investor," Form 3-3-1, online through the TWSE system. After the form is reviewed through the system and found free of error, the "Certificate of Completed Amendment of Registration by Mainland China Investor," Form 3-4, can be printed out and immediately used to carry out account opening amendment at a securities firm or futures commission merchant. Related documents and information need not be delivered to the TWSE for recordation, but the TWSE or TAIFEX may as necessary request the investor or trader to provide relevant information.

        Form 3-3-1: Application for Registration of Name Change by Mainland China Investor

        Form 3-4: Certificate of Completed Amendment of Registration by Mainland China Investor
      2. Change of agent or representative:
        After the mainland China investor or the investor's agent transmits the "Application for Registration of Change of Agent (or Representative) by Mainland China Investor," Form 3-3-2, online through the TWSE system and prints out the "Certificate of Completed Amendment of Registration by Mainland China Investor," Form 3-4, it may be used immediately for account opening amendment at a securities firm or futures commission merchant. Related documents and information need not be delivered to the TWSE for recordation, but the TWSE or TAIFEX may as necessary request the investor or trader to provide relevant information.
      3. Amendment of other items:
        With the exception of the above items, when information under item 5 of the Registration Form, other basic information, is amended, the mainland China investor's agent may directly update the information through TWSE system maintenance. Relevant documents and information need not be provided to the TWSE for recordation.

        Form 3-3-2: Application for Registration of Change of Agent (or Representative) by Mainland China Investor
  3. Cancellation
    1. Application Processing:
      1. When the agent of the mainland China investor applying for cancellation is a custodian bank, it shall transmit the "Application Form for Cancellation of Registration by Mainland China Investor," Form 3-5, online through the TWSE system and shall fax to the TWSE a photocopy of its letter of authorization as taxpayer agent or the letter of consent issued by the Taipei National Tax Administration. After TWSE confirmation, it may print a "Certificate of Completed Cancellation," Form 3-6, and then proceed to the securities firm or futures commission merchant to carry out account cancellation.
      2. When the agent of the mainland China investor applying for cancellation is a futures commission merchant, it shall transmit the "Application Form for Cancellation of Registration by Mainland China Investor," Form 3-5, online through the TWSE system and fax Form 3-5 to the TWSE for confirmation. After TWSE confirmation, it may print a "Certificate of Completed Cancellation," Form 3-6, and then proceed to the securities firm or futures commission merchant to carry out account cancellation.

        Form 3-5: Application Form for Cancellation of Registration by Mainland China Investor

        Form 3-6: Certificate of Completed Cancellation

5
    Supplemental registration for existing QFII sub-accounts
  1. Application for supplemental registration
    1. The agent (or representative) for the original QFII sub-account should enter the F code in the TWSE system.
    2. The system will automatically produce a Form for Registration of an Existing QFII Sub-Account as a Master Account, Form 5-1, in which the F code of the existing sub-account and the Chinese and English names of the existing sub-account will be automatically produced, and the remaining information is to be filled in by the agent (or representative) of the offshore overseas Chinese or foreign national.

      Exhibit 5-1: Offshore Foreign Institutional Investor Registration Form (for Original QFII Sub-Account Registration as FINI)
    3. Flow of Processing: the sub-account agent (or representative) should transmit the completely filled out supplemental registration application materials online via the Exchange's system. Once the materials are checked online through the system and no error is found, the agent can print out the completed Certificate of Completed Supplemental Registration, as shown in Form 5-2, online through the TWSE system.

      Form 5-2: Certificate of Completion of Supplemental Registration

Data Source:Taiwan Stock Exchange - Rules & Regulations Directory
twse-regulation.twse.com.tw