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Amended Article

Title：

Procedures for Application of Insider of Listed Company for Transfer of Shares Deposited in Segregated Collective Investment Account for Foreign/PRC National Employees  CH

Amended Date： 2020.04.17 
Categories： Market Supervision > Stock Market Surveillance
Article Content Content Search Article No. Search Amended Article Legislative History Chinese
1     These Procedures are established to promote accurate reporting of changes in the shareholding of an insider of a listed company and implement management of insider's share ownership by making it mandatory that an insider of a listed company who has shares deposited in segregated collective investment account for overseas foreign national employees, or an insider of a primary listed company or domestic listed company that has acquired shares of a primary listed company due to merger and/or acquisition, share exchange or other legal cause, who is a PRC national and has shares deposited in segregated collective investment account for PRC national employees, apply to transfer his or her shares deposited in segregated collective account for employees to the designated personal account opened by the insider.
2     Overseas foreign national employees of an overseas controlled or subordinate company, branch or office of a listed company who is an insider of the listed company shall have the securities they have assumed, subscribed or been allocated in accordance with the Securities and Exchange Act or Company Act from the segregated collective investment account for overseas foreign national employees (the "Foreign Employee Collective Account") to an account that may only accept sell orders (the "Sell Orders Only Account") opened in accordance with Article 77 of the Operating Rules of the Taiwan Stock Exchange Corporation, or to the personal foreign Individual Investor (FIDI) account opened in accordance with Article 10, paragraph 1, and Article 16 of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals.
    In the case of a primary listed company or domestic listed company that has acquired shares of a primary listed company due to merger and/or acquisition, share exchange or other legal cause, if an insider of the company who is a PRC national meets the requirements of Article 77-8, paragraphs 1 and 2 of the Operating Rules of the TWSE and may therefore open an account that may only be allowed to accept sell orders (the "Only Sell Orders Allowed Account"), he or she shall transfer his or her shares in segregated collective investment account for PRC national employees (the "PRC Employee Collective Account") to that Only Sell Orders Allowed Account.
    Insiders who are applying to transfer shares deposited in the Foreign/PRC Employee Collective Account as in the preceding two paragraphs are hereinafter referred to as insiders of a listed company.
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3     When an insider of a listed company is handling share transfers in accordance with these Procedures, he or she is required to have declared him/herself as insider of a company in accordance with Article 25 of the Securities and Exchange Act, and is required to report, through "being held under the names of other parties", number of shares he or she holds in the Foreign/PRC Employee Collective Account.
    When an insider of a listed company is applying to the overseas controlled or subordinate company, branch or office of the listed company to withdraw and transfer all his or her shares deposited in the Foreign/PRC Employee Collective Accounts, the overseas controlled or subordinate company, branch or office may, or may appoint the listed company it belongs to or an authorized agent in Taiwan to, proceed with subsequent transfer as applied.
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4     From the month in which an insider of a listed company applies for transfer in accordance with these Procedures to transfer process is completed, if additional securities assumed, subscribed or allocated under the Securities and Exchange Act, Company Act or other laws and regulations are deposited to the Foreign/PRC Employee Collective Account, the insider may request another transfer of securities by following the above transfer process and only one additional request will be permitted.
    As part of the share transfer in the preceding paragraph, after reporting to the Taiwan Stock Exchange Corporation and receiving a reply letter, the applicant shall notify the custodian bank to contact the Taiwan Depository & Clearing Corporation within two weeks of receipt of the letter to complete the transfer. For the additional shares subsequently received by the insider under the law as described above, neither the listed company nor its overseas controlled or subordinate company, branch or office may further deposit these shares to the Foreign/PRC Employee Collective Account.
5     When an insider of a listed company is applying to transfer out his or her shares deposited in the Foreign Employee Collective Account in accordance with these Procedures, the account to which shares are to be transferred in the application shall be managed as a single account, i.e. the insider may open either the "Sell Orders Only Account" or "FIDI account".
6     When an insider of a listed company is applying for transfer of shares from the Foreign Employee Collective Account in accordance with these Procedures, he or she is required to submit a written application, accompanied with related documents based on the type of account shares will be transferred to, to the listed company's overseas controlled or subordinate company, branch or office he or she belongs to:
  1. If shares are to be transferred to the Sell Orders Only Account:
    1. Photocopy of the insider's own passport.
    2. Fact sheet about the insider, with the securities firm's chop, indicating that the insider has completed opening of the Sell Orders Only Account with the securities firm.
    3. Insider's statement (as in Schedule 1-1).
  2. If shares are to be transferred to the personal FIDI account:
    1. Certification of Completion of Registration by Offshore Overseas Chinese and Foreigners, produced and issued by the Taiwan Stock Exchange Corporation.
    2. Insider's statement (as in Schedule 1-1).
    When an insider of a listed company is applying for transfer of shares from the PRC Employee Collective Account in accordance with these Procedures, he or she is required to submit a written application, accompanied with related documents, to the listed company or overseas subordinate company or branch he or she belongs to:
  1. Certification of Completion of Registration by Mainland Chinese Area Investors, produced and issued by the Taiwan Stock Exchange Corporation.
  2. Insider's statement (as in Schedule 1-2).
7     When a listed company or overseas controlled or subordinate company, branch or office receives an application for share transfer made by insider in accordance with the Procedures, it shall promptly send a letter to report the matter to the Taiwan Stock Exchange Corporation in writing, with copy to the custodian bank for its Foreign/PRC Employee Collective Account. The report letter shall specify and enclose the following information and documents:
  1. Required information:
    1. Company name, stock code and number of shares the insider intends to transfer.
    2. Account name, ID number and depository account number of the listed company's Foreign/PRC Employee Collective Account.
    3. In case of an insider applying to transfer shares to the Sell Orders Only Account, the account name, Unified Business Number and depository account number are required. In case of an insider applying to transfer shares to his or her own FIDI account, or a PRC insider applying to transfer shares to the Only Sell Orders Allowed Account, the account name, ID number and depository account number are required.
  2. Required documents:
    1. Share transfer report form.
      1. For transfer to Sell Orders Only Account, use the template in Schedule 2-1.
      2. For transfer to FIDI account, use the template in Schedule 2-2.
      3. For PRC insider applying to transfer shares to Only Sell Orders Allowed Account, use the template in Schedule 2-3.
    2. If shares are acquired in accordance with the requirements under the Company Act, Securities Exchange Act or other laws and regulations, the employee's certificate of service at the time of share subscription, allocation and assumption, and the certification of share subscription, allocation and assumption are required. If any of the above documents is in photocopy, the listed company's corporate chop on the photocopy is required.
    3. Documents submitted by the insider along with the written application he or she filed in accordance with Point 5 of these Procedures.
    4. Listed company's statement.
      1. For transfer to Sell Orders Only Account or FIDI account, use the template in Schedule 3-1.
      2. For PRC insider applying to transfer shares to Only Sell Orders Allowed Account, use the template in Schedule 3-2.
    5. Where an overseas controlled or subordinate company, branch or office appoints its listed company to process a share transfer application, the letter of appointment issued by the overseas controlled or subordinate company, branch or office is required. Where an agent in Taiwan is appointed and authorized to process an application, a power of attorney issued to the agent, legalized by Taiwan's embassy or consulate or authorized agency in that country.
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8     After receiving an applicant's report on share transfer in accordance with these Procedures, the Taiwan Stock Exchange Corporation will verify if the number of shares to be transferred identified in the application matches the number of shares in the insider's most recent post-reporting. Upon verification, the TWSE shall issue a reply letter to the applicant, asking him or her to instruct the custodian bank to contact the Taiwan Depository & Clearing Corporation to complete the share transfer work within two weeks of receipt of the letter, with a copy to the Taiwan Depository & Clearing Corporation.
9     To work with the insider of a listed company who requests share transfer in accordance with these Procedures, the custodian bank should submit the following documents when contacting the Taiwan Depository & Clearing Corporation for transfer between different share accounts:
  1. The Taiwan Stock Exchange Corporation's correspondence replying to the share transfer case and share transfer report form.
  2. Application for participant to engage in restricted online transaction (Schedule 4).
  3. Document of listed company or overseas controlled or subordinate company, branch or office, instructing to transfer the shares of the insider.
  4. Supporting documents of shareholding or share allocation issued by the listed company or its stock agent, with the chop of the company or stock agent consistent with the specimen chop kept by the Taiwan Depository & Clearing Corporation.
10     To help the Taiwan Stock Exchange Corporation verify if the number of shares to be transferred in the application of an insider of a listed company matches the information reported after change of shareholding, the Taiwan Depository & Clearing Corporation should notify the TWSE after completion of the transfer work.
11     These Procedures shall take effect after having been submitted to and approved by the competent authority. Subsequent amendments thereto shall be effected in the same manner.