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Article 16
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A securities firm, unless it is concurrently operated by a financial institution and subject to other relevant laws or regulations, may not purchase real property for non-operating purposes. However, this restriction shall not apply to a securities firm that holds real property for non-operating purposes as a result of a merger, acquisition, branch unit closure, change in or reduction of places of business, or as a result of conducting business, or as approved by the FSC. The sum of the total amount of property and equipment used for operating purposes and the total amount of real property used for non-operating purposes of a securities firm shall not be more than 60 percent of its total assets.
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Article 37
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Unless otherwise provided by the laws and regulations, a securities firm operating securities business shall not:
- Provide opinion on the rise or drop of the price of securities to induce customers to trade;
- Agree to or provide specified interest or to share losses to induce customers to trade;
- Provide account for customers to subscribe to and/or trade securities;
- Commit false, fraudulent, or other misleading act in providing information of securities to customers;
- Accept general authorization from customers in connection with the type, quantity, price, and purchase or sale of securities;
- Accept settlement of customers who use the same account for offsetting purchase against sale or offsetting sale against purchase of the same type of securities, provided that this restriction does not apply if the requirements of Article 37-1 are met;
- Accept settlement of customers who use different accounts for offsetting purchase against sale or offsetting sale against purchase of the same type of securities;
- Directly or indirectly set up fixed places outside the business premises of the head office or branch office to accept orders for securities trading;
- Directly or indirectly set up fixed places outside the business premises of the head office or branch office to sign brokerage agreements with customers or settle securities transactions; however, this restriction shall not apply where the FSC has provided otherwise;
- Accept securities transactions of a customer who has not signed a brokerage contract;
- Accept the company's director, supervisor, or employee as an agent for others for the account opening, subscription, trade, or settlement of securities;
- Accept from any person other than the customer himself/herself the customer's instructions for account opening; however, this is not applicable for those in accordance with other regulations set by the FSC;
- Accept from any person other than the customer himself/herself or an agent without a power of attorney issued by the customer's instructions for subscription, trade, or settlement.;
- Knowingly accept a trading order from a customer who intends to use an issuer's non-public information which may materially affect the price of its stocks or who intends to manipulate the prices of the market;
- Use the name or account of a customer to subscribe to and/or trade securities;
- Disclose, not in response to inquiries given in accordance with laws and regulations, the contents of orders placed by a customer or other secrets obtained in the course of operation of business;
- Misappropriate the securities or funds owned by a customer or temporarily kept under the custody of the securities firm in the course of business;
- Safekeep the securities, funds, seal, or passbook under its custody for its customers;
- Directly or indirectly provide funds or securities to customers in connection with margin purchases or short sales to effect settlement without the FSC's approval;
- Violate settlement obligation to the securities exchange market;
- Use personnel other than securities firm personnel to solicit business, or pay unreasonable commission; or
- Conduct other acts in violation of laws and regulations governing securities or orders of the FSC on mandatory or unpermitted acts.
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Article 37-1
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When a securities firm, in brokerage trading of securities, accepts customer settlement by means of mutually offsetting an equal quantity of cash purchases and spot sales of the same security that have been executed through the same account on the same business day, it shall do so in accordance with the Operational Rules Governing Day Trades of Securities as adopted by the Taiwan Stock Exchange and the GreTai Securities Marker.
The types and scope of the securities under the preceding paragraph shall be separately prescribed by the FSC.
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Article 37-1
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When a securities firm, in brokerage trading of securities, accepts customer settlement by means of mutually offsetting an equal quantity of cash purchases and spot sales of the same security that have been executed through the same account on the same business day, it shall do so in accordance with the Operational Rules Governing Day Trades of Securities as adopted by the Taiwan Stock Exchange and the GreTai Securities Marker.
The types and scope of the securities under the preceding paragraph shall be separately prescribed by the FSC.
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Article 47
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Securities firms applying for merger shall provide the following documents to the FSC:
- The application.
- Merger plan: shall specify the content of the merger plan (including particulars such as the merger method, evaluation of economic efficiency, post-merger business regions, business items, business development plan, and financial forecasts for the next 3 years) and analyze the forecasted timetable, feasibility, necessity, rationality, and legality and assessment of the factors for consideration under Article 6 of the Financial Institutions Merger Act.
- Merger contract: in addition to the particulars required under Article 8, paragraph 2 of the Financial Institutions Merger Act, shall also include material particulars such as treatment of employee equity.
- Minutes of the general shareholders meetings of the institutions to survive and to be extinguished. However, a securities firm conducting a merger under Article 18, paragraph 6, or Article 19, of the Business Mergers and Acquisitions Act may substitute the minutes of the board of directors meeting.
- Content of the merger resolutions (board of directors meeting minutes) and documentation of publication (notification) of relevant required contract content.
- Information on prospective shareholders seeking to purchase shares.
- Certified public accountant's opinion on the reasonableness of the share conversion ratio for the merger and valuation method.
- An itemized report on the pro forma consolidated regulatory capital adequacy ratio at the end of the month before the merger.
- Balance sheets, statements of comprehensive income, inventories of assets, statements of changes in equity, and cash flow statements audited and attested by the certified public accountant for the record date of the merger share swap.
- Legal opinion of an attorney at law.
- Consent letter, or documentation, of compliance by the TWSE listed or TPEx listed securities firm with the merger-related provisions of the Operating Rules of the Taiwan Stock Exchange or the Taipei Exchange Rules Governing Securities Trading on the TPEx.
- Other documents required by the FSC.
For a securities firm to be newly created by a merger, in addition to complying with requirements of the preceding paragraph, the promoters of the securities firm to be newly created shall apply to the FSC for approval of establishment, annexing the following documents:
- Roster of promoters.
- Minutes of the promoters' meeting.
- Certification of qualifications of presidents, vice presidents, and assistant vice presidents.
- Articles of incorporation of the securities firm to be newly created.
- Other documents required by the FSC to be submitted.
The formats of the documents required under the preceding two paragraphs shall be prescribed by the FSC.
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