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Contract Parties:
Taiwan Stock Exchange Corporation (hereinafter referred to as "Party A")
________Securities Finance Co., Ltd. (hereinafter referred to as "Party B"; to each of the securities firms, "Party B" refers to the securities finance corporation which is engaged to handle the margin purchase and short sale business or which conducts refinancing transactions with it.)
________Securities Finance Co., Ltd. (hereinafter referred to as "Party C")
WHEREAS, the clearing and settlement procedure for the receipt and payment of funds for the listed or OTC securities trading on the securities market, subject to the payment collection and delivery agreement between Party A and GreTai Securities Market (hereinafter referred to as the "GTSM"), is to produce a consolidated settlement list based on both of the clearing and settlement lists of the current day on the Party A and GTSM markets, as the basis for the receipt and payment of funds among Party C, Party B and Party A. In order to simplify the receipt and payment procedure for receivable and payable funds in margin trading business between Party B and Party C and to reduce funding burden, Party A and the GTSM agree to waive their interest in expect any from the settlement payments which Party A and the GTSM shall pay to Party B or Party C (Party C includes the securities firm conducting margin trading either on its own or through an agent), to the extent that Party B or Party C shall pay the other party due to the clearing of margin trading at the same day; Party A and the GTSM also agree to accept the engagement of Party B and Party C for free to collect and transfer the receivable and payable funds in margin trading between Party B and Party C and agree to convert such funds as the settlement payments payable by Party B or Party C to Party A at the same day.IT IS HEREBY AGREED by Party A, Party B and Party C, with regard to the collection and transfer of the receivable and payable funds in margin trading between Party B and Party C, as below:
- Items and principles of engagement
- Subject to this Contract and based on the details delivered by Party B of receivable and payable funds in margin trading (including details concerning the margin trading handled by Party C and Party C's refinancing as handled by Party B), Party A shall collect the margin trading payments which Party B or Party C shall pay, transfer the same to Party C or Party B, convert the same as the settlement payments which Party B or Party C shall pay Party A at the same day, and include the settlement payments which Party A shall pay Party B or Party C and the receivable and payable funds in margin trading between Party B and Party C in the "consolidated settlement list" to produce the "simplified appropriation list," as the basis for the receipt and payment of funds among Parties A, B and C.
- Where Party B or Party C shall pay Party A settlement payments, Party A shall include the amount of such payments and the margin trading payments which Party B shall pay Party C or Party C shall pay Party B in the "consolidated settlement list" to produce the "simplified appropriation list." Party B or Party C shall remit the net amount indicated in the simplified appropriation list to the bank account designated by Party A (the settlement account) before 10:00 AM on the settlement day. The same applies to any shortfall if the settlement payment which Party A shall pay Party B or Party C is not sufficient to cover the margin trading payment which Party B shall pay Party C or Party C shall pay Party B. Party A is obligated to collect and transfer margin trading payments to Party C or Party B only when Party B or Party C has remitted the payments within the prescribed time limit.
- Where Party B or Party C fails to remit payment within the time limit, Party A may adjust the amount indicated in the simplified appropriation list which Party B shall Party C or Party C shall pay Party B to zero, and request Party C or Party B to pay settlement payment equivalent to the payment which Party B shall pay Party C or Party C shall pay Party B.
- The amount which Party B shall pay Party C or Party C shall pay Party B as indicated in the simplified appropriation list shall be decreased based on the proportion of the remittance of Party B and the sum payable by Party B to Party C if Party B fails to remit sufficient payment or based on the shortfall if Party C fails to remit sufficient amount; Party B or Party C shall then be requested to make up the difference.
- Where Party B or Party C fails to remit payment within the time limit or the details are incorrect, Party A may continue to collect and transfer payments as agreed day by day from the next day subject to the circumstances, or regard the payment which Party B shall pay Party C or Party C shall pay Party B as indicated in the simplified appropriation list of the current day as zero proceed with simplified appropriation.
- Where Party B or Party C delays the remittance or remits an insufficient amount, causing the other party damage due to the need to make up the payment for settlement on its own, Party B or Party C shall be solely liable to the other party unless the reason of its delay is not liable to Party B or Party C, and Party A remains not involved.
- Payments which Party B or Party C engages Party A to collect or transfer are based on the details delivered by Party B of receipt or payment of funds in margin trading. Party B shall be responsible for the authenticity of such details. The scope and detailed items of the receivable and payable funds which Party B and Party C shall pay under the paragraph above will be confirmed by Party B and Party C themselves before Party B notifies Party A.
- Any disputes arising from the simplified appropriation between Party B and Party C shall be resolved through negotiation by Party B and Party C themselves without involving Party A. Party A is not obligated or responsible for revising the simplified appropriation list.
- Nothing in this Contract alters the effect of the relationship based on the margin trading between the owner of the margin or security loans account and Party B or Party C (operating its own margin trading) or the debt relationship between Party B and Party C due to refinancing trading, or the effect of the legal relationship and risk between Party B and Party C in their handling margin or security loans for Party B.
- Operation Schedule
- Following the current clearing and settlement procedure, Party A shall produce the "consolidated settlement list" on the trading day (hereinafter referred to as "Day-T").
- Party B shall deliver the details of receivable and payable funds between Party B and Party C (including Party C's name and amount) before 12:00 of Day-T+1 in writing or through the computer to Party A. If Party B delays the delivery, Party A will not include such details in the simplified appropriation list.
- Based on the details delivered by Party B of receivable and payable funds in margin trading along with the consolidated settlement list, Party A shall produce the simplified appropriation list, and notify Party B and Party C before 12:30 of Day-T+1.
- Where the settlement payment payable by Party B or Party C to Party A or by Party A to Party B or Party C is not sufficient for the margin trading payment from Party B to Party C or Party C to Party B, then Party B or Party C shall remit to Party A's settlement account the payment equivalent to the difference between the settlement payment payable by Party B or Party C to Party A, or that payable by Party A to Party B or C, and the payment which Party B shall pay Party C or Party C shall pay Party B, before 10:00 am of Day T+2, subject to the simplified appropriation list.
- Where Party C breaches the settlement obligation
- Where Party C breaches its settlement obligation to Party A or the GTSM, Party A may suspend the collection and transfer of funds which Party B shall pay Party C or Party C shall pay Party B on the current day and until the end of such breach of the settlement obligation. Based on the amounts and related rules indicated in the consolidated settlement list, Party A will confirm the defaulting Party C's obligations and outstanding amounts respectively to Party A and the GTSM. Follow-up measures for such breach of the settlement obligation will be respectively taken by Party A and the GTSM pursuant to the related rules of the "Procedures for Handling Defaults on Settlement Obligations by Securities Firms," subject to the market of the security involved in the default.
- If Party B shall make a payment to Party C, Party B shall still conduct the settlement subject to the simplified appropriation list, provided where there should be margin or security loans accounts belonging to the same person, Party B may request Party A to revise the simplified appropriation list for elimination purpose and then conduct the settlement by the revised simplified appropriation list.
- If Party C shall make a payment to Party B, Party A shall revise the simplified appropriation list for elimination purpose. Party B shall not claim to offset settlement payments which Party B shall pay Party A against payments which Party C shall pay Party B.
- Where Party B breaches the settlement obligation
- Where Party B breaches the settlement obligation, Party A may suspend the collection and transfer of Party C's receivable and payable funds with Party B for Party B on the current day and until the end of such breach of the settlement obligation.
- The settlement of the receipt and payment of funds between Party A and Party C shall be handled according to the consolidated settlement list, and Party C shall pay Party A the settlement payment equivalent to the amount that Party B engages Party A to transfer to Party C on the default day.
- Termination of the Contract
- Where Party A, B or C breaches any of the provisions stipulated in this Contract, any of the parties may directly terminate this Contract without demand notice, with effect from the next day of the termination notification.
- Party A, B or C may terminate this Contract by written notice to the other parties, with effect from the third day of service of the notice or any date specified on such notice.
- In the event of termination of this Contract, from the effective date, Party B and Party C shall handle the receipt and payment of settlement funds subject to the consolidated settlement list and handle the receivable and payable funds in margin trading by themselves.Unless otherwise indicated in this Contract, none of the parties is liable to the other parties with regard to the termination of this Contract.
- Miscellaneous
- If prevented from or delaying performing this Contract due to computer malfunction, disconnection or any other reasons, Party A shall not be responsible for any indemnification except in the event of wilful misconduct or gross negligence.
- This Contract is governed by the laws of the R.O.C. Issues not addressed by or dispute arising from this Contract shall be resolved through negotiation based on the principle of good faith; if they cannot be resolved by negotiation, the parties agree to submit themselves to the jurisdiction of the Taiwan Taipei District Court as the court of first instance.
- This Contract is signed in three counterparts, with each of the three parties holding one copy.
Contract Parties
Party A: Taiwan Stock Exchange Corporation
Representative:
Address: 9-12F 7 Sec. 5 Xin-yi Road, Taipei City
Party B: ________Securities Finance Co., Ltd.
Representative:
Address:
Party C: ________Securities Finance Co., Ltd.
Representative:
Address:
Date: (yyyy/mm/dd)
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