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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 agent for stock affairs 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 companythat 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 representativeopens 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 accountsreferred to in the preceding two paragraphsare restricted to sale of stock issued by such foreign issuer, sale of stock through duly made tenderby 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:
- 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.
- 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.
- 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:
- 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 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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