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友善列印
WORD

Amended Article

Title:

Operating Rules of the Taiwan Stock Exchange Corporation  CH

Amended Date: 2020.03.30 (Articles 50-1, 50-3, 53-4 amended,English version coming soon)
Current English version amended on 2019.12.18 
Categories: Basic Laws and Regulations
Article 77     When a securities broker processes account opening for overseas Chinese or foreign nationals for the purpose of brokered sale of securities, the securities broker shall obey relevant laws and regulations and comply with the following provisions:
  1. If special-case approval is granted by the Investment Commission of the Ministry of Economic Affairs, Science-Based Industrial Park Administration, or the Export Processing Zone Administration, a photocopy of the approval to sell document and power of attorney for the filing and payment of tax required by the tax collection authority must be retained, provided no such power of attorney is required if no tax agent is required. That account may only accept sell orders, and only for the type and amount of securities as originally approved in the investment plan. If, prior to the 19 November 1997 amendments to the Act Governing Investment by Foreign Nationals and the Act Governing Investment in Taiwan by Overseas Chinese, special-case approval to hold unlisted stocks has not been granted by the Investment Commission of the Ministry of Economic Affairs, the Science-Based Industrial Park Administration, or the Export Processing Zone Administration, and such stocks are subsequently approved for listing, the original investment information (such as trading vouchers, wire transfer receipts, and tax payment receipts) shall be submitted , and a special application shall be made by letter to the TWSE for its approval for account opening, before brokerage orders to sell such stocks may be accepted.
  2. In regard to securities obtained due to gift, succession, or pursuant to Article 167-1, paragraph 2; Article 167-2; Article 235-1; or Article 267 of the Company Act or Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act or prior to relinquishing one's original nationality or prior to the implementation of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and Procedures for Remittance on 28 December 1990, and the resulting shares alloted, subscribed for or assigned, a copy of the identification or company registration certificate (or document of equivalent validity), the power of attorney for filing tax returns required by the tax collection authority, and the following documents shall be submitted for account opening. That account may only accept sell orders, and trading shall be limited to the sale of the aforesaid securities. No such power of attorney is required if no tax agent is required.
    1. Where the securities and the said entitlements are obtained through gift, transfer procedure shall be completed and the certificate of payment of gift tax or other certification issued by the tax collection authority shall be submitted.
    2. Where the securities and the said entitlements are obtained through succession, transfer procedure shall be completed and the certificate of payment of estate tax or other certification issued by the tax collection authority shall be submitted.
    3. Where the securities and the said entitlements are obtained pursuant to Article 167-1, paragraph 2; Article 167-2; Article 235-1; or Article 267 of the Company Act or Article 28-2, paragraph 1, subparagraph 1 or Article 28-3 of the Securities and Exchange Act, a certificate of employment valid at the time the employee obtains the shares through allotment, subscription or assignment and documents evidencing the allotment, subscription or assignment shall be submitted.
    4. Where the securities are obtained prior to relinquishing one's original nationality or prior to the implementation of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and Procedures for Remittance on 28 December 1990, document proving the source of the securities or other documents shall be submitted.
  3. Securities obtained in compliance with the preceding subparagraph may be sold by mutatis mutandis application of Article 82-1.
  4. Where foreign securities have been obtained before they are listed on the centralized securities exchange market of the TWSE on a primary listing basis, documentary proof of securities holdings issued by the shareholder services agent engaged by the foreign issuer, or the documentary proof that employees have subscribed to or been allotted shares in accordance with the laws and regulations of the country of registration, the power of attorney for the filing and payment of tax required by the tax collection authority, and the documentary proof of identity of the principal or the principal's company registration certificate (or document of equivalent validity) shall be submitted to conduct account opening. That account may only accept sell orders, and trading shall be limited to the sale of the amount of holdings. No such power of attorney is required if no tax agent is required. If the holder of those securities, after opening the present account, subsequently opens an account with a securities broker for securities trading under Article 77-4, the present account shall be canceled.
  5. A principal referred to in subparagraph 1, 2, or 4 that obtains stock of another TWSE listed company, TWSE primary listed company, or emerging stock company, 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 that obtains stock as a result of allotment, subscription or assignment, may sell the stock through those accounts.
    If the principal under the preceding paragraph is an offshore overseas Chinese or foreign natural person, he or she may mandate a Republic of China lawyer, CPA, custodian bank, or securities firm as his or her agent to open a New Taiwan Dollar account to be used solely for purposes of securities settlement, and shall submit the documents listed below:
  1. Documentary proof of identity: i.e., a certificate of nationality or photocopy of a valid passport, which shall be legalized by an overseas representative office or authorized entity of the Republic of China.
  2. Photocopy of the contract for opening of the securities account, and submit for inspection the original of the central depository account passbook.
  3. Power of attorney for the agent, which must be legalized by an overseas representative office or authorized entity of the Republic of China.
  4. Record of ID Number in the Republic of China issued by the National Immigration Agency of the Ministry of the Interior.
  5. A lawyer or CPA mandated as agent must have obtained a license to practice as a lawyer or CPA in the Republic of China, and shall submit for inspection the original of his or her documentary proof of identity and lawyer or CPA license; a custodian bank or securities firm mandated as agent shall provide the original of its business license, the original of which shall be returned after it has been inspected and a photocopy made to be retained on file.
    Foreign banks with branch offices in the Republic of China may use the name of the branch office to open the account in accordance with Article 75. Such account may only accept sales orders, and purchase orders shall not be accepted.
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Article 77-2     A mainland area person, juristic person, organization or other institution that obtains listed securities due to gift or succession shall apply to a securities broker for account opening with the following documents submitted:
  1. Proof of payment of estate tax or gift tax issued by a tax collection authority or other evidentiary documents, and the power of attorney for filing tax returns required by the tax collection authority.
  2. In the event of a natural person, identification documents or documents evidencing approval of his entry to Taiwan.
  3. The company registration certificate of a juristic person, organization or other institution denotes a juristic person or organization qualification certificate or registration certificate issued by the local government.
    A mainland area person, juristic person, organization, other institution, or a company in which it invests in a third area, which has obtained the approval of the Investment Commission, Ministry of Economic Affairs, for investing in listed companies, shall apply to a securities broker for account opening with the following documents submitted:
  1. A photocopy of the written approval of sale, and power of attorney for filing tax returns required by the tax collection authority.
  2. In the event of a natural person, identification documents or documents evidencing approval of his entry to Taiwan.
  3. Qualification certificate of the juristic person, organization, other institution, or company in which it invests in a third area (as duly notarized, certified, legalized in accordance with the requirements of the Investment Commission, Ministry of Economic Affairs governing documents required for applications for investment in Taiwan by Mainland Area people).
    The principal shall comply with the following provisions when engaging an agent to open an account on its behalf pursuant to the preceding two paragraphs:
  1. Where the principal is a natural person, the agent shall personally present the identification documents of the principal and the agent, power of attorney (must be notarized by a notary public office of the Mainland Area and legalized by the Straits Exchange Foundation), and the related documents specified in the preceding two paragraphs.
  2. Where the principal is a juristic person, organization, other institution, or company in which it invests in a third area, the agent shall personally present the identification documents of the principal, power of attorney (as duly notarized, certified, legalized in accordance with the requirements of the Investment Commission, Ministry of Economic Affairs governing documents required for applications for investment in Taiwan by Mainland Area people), and the related documents specified in the preceding two paragraphs.
    The opening of a New Taiwan Dollar account by a mainland area person applying for account opening pursuant to subparagraph 1 of the preceding paragraph may be governed by Article 77, paragraph 2 mutatis mutandis, provided the identification documents and power of attorney must be notarized by a notary public office of the mainland area and legalized by the Straits Exchange Foundation.
    Such account as mentioned in paragraphs 1 and 2 may only accept sale orders and may not accept purchase orders.
    Listed securities acquired pursuant to paragraph 1 may be sold by the mutatis mutandis application of Article 82-1.
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Article 77-5     When the overseas controlling or subordinate company, branch or office 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, 235-1, or 267 of the Company Act handles the assignment, subscription and allotment 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 or representative:
  1. Original affidavit stating that the overseas controlling or subordinate company, branch or office of the TWSE listed, Taipei Exchange listed, or emerging stock company has actually been authorized by the overseas foreign national employees.
  2. Photocopy of the evidentiary documents that the TWSE listed, Taipei Exchange listed, or emerging stock company has obtained the effective registration from the competent authority to issue new shares or employee stock warrants or to buy back its shares.
  3. 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 235-1 and Article 267 of the Company Act.
    When the domestic agent or representative of the overseas controlling or subordinate company, branch or office 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:
  1. Stock that those employees have obtained as a result of allotment, subscription or assignment.
  2. 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 a result of allotment, subscription or assignment.
    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 or representative:
  1. 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.
  2. 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 or to buy back its shares.
    When the domestic agent or representative 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 a result of allotment, subscription or assignment.
    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     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 a result of allotment, subscription or assignment. 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 235-1 or Article 267 of the Company Act, awards securities to an employee or employees who are mainland nationals, the company's overseas subordinate company 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 assignment, subscription or allotment of securities to such employee or employees. When the domestic agent or representative 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 or representative for reference:
  1. An original copy of the undertaking stating that the overseas subordinate company 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.
  2. A photocopy of the documentation evidencing the Competent Authority's 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.
  3. 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 235-1 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 or representative 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 or representative for reference:
  1. Original affidavit stating that the TWSE primary listed or Taipei Exchange primary listed foreign issuer has actually been authorized by the mainland nationality employees.
  2. 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 or to buy back its shares.
    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 assignment or allotment, 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 a result of allotment, subscription or assignment. 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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