| Article 7 |
In the event that the TPEx trading of a security is suspended, the issuer may not request a refund of the TPEx trading fee already paid; when the TPEx delists a security, the TPEx shall return a pro rata share of the listing fee according to the actual number of months that the security was TPEx listed during the current year (partial months will be counted as whole months).
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| Article 8 |
The TPEx may, based on the relevant requirements or justifiable reasons, notify an issuer of TPEx traded securities to provide information regarding such securities.
The TPEx may publish or display the original or abstract of any financial or business statement/report or information submitted by an issuer of TPEx traded securities for review by the public.
A TPEx secondary listed company (including its agent or depositary institution) shall punctually report relevant matters in accordance with the TPEx Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities.
Upon receiving approval from the competent authority to issue call (put) warrants, a call (put) warrant issuer shall punctually report relevant matters in accordance with the TPEx Procedures for Verification and Disclosure of Material Information of TPEx Listed Call (Put) Warrant Issuers.
An issuer of ETF beneficial certificates shall punctually report relevant matters in accordance with the TPEx Procedures for Verification and Disclosure of Material Information of Securities Investment and Futures Trust Enterprises of TPEx Listed Exchange-Traded Funds.
An ETN issuer shall punctually report relevant matters in accordance with the TPEx Procedures for Verification and Disclosure of Material Information of TPEx Listed Exchange-Traded Notes.
If the statement/report or information submitted pursuant to the preceding six paragraphs contains any false statements, the issuer shall be held liable.
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| Article 9 |
An issuer of stock shall handle shareholder services in compliance with Article 3, paragraph 1, subparagraph 6, and paragraph 6, subparagraphs 1 and 2, of the TPEx Rules Governing the Review of Securities for Trading on the TPEx, and file a report with the TPEx and make a publicly announcement within 3 days after determining the handling thereof. This rule shall also apply to changes in the above. When a TPEx listed company changes its shareholder services agent, it shall file a report with the TPEx and make a public announcement within 3 days from the day it obtains the letter of recordation from the Taiwan Depository and Clearing Corporation.
An issuer shall handle shareholder services in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority. However, if a stock has no par value or a par value per share other than NT$10, Article 14 need not be applied.
An applicant applying for (or filing to effectively register) TPEx trading of shares issued for a capital increase or new shares issued as replacement shares after a capital reduction shall obtain documents evidencing registration of scripless share issuance.
The provisions in paragraph 1 above shall apply mutatis mutandis to a securities investment trust enterprise ("SITE") or Futures Trust Enterprise (“FTE”) when handling the transfer of ETF beneficial certificates, to a securities firm issuing ETNs when handling the transfer of ETNs, and to the agent or depositary institution engaged by a foreign issuer when handling the transfer of foreign securities or Taiwan depositary receipts. Notwithstanding the foregoing, the restrictive provision of Article 3, paragraph 1, subparagraph 6 of the Review Rules requiring the engagement of a professional shareholder services agent does not apply to an issuer of ETF beneficial certificates when handling transfers in accordance with the Securities Investment Trust and Consulting Association Rules Governing the Handling of Beneficial Certificate Matters or the Chinese National Futures Association Rules Governing the Handling of Beneficial Certificate Matters by Futures Trust Enterprises, or to an ETN issuer qualified as a professional shareholder services agent.
Paragraphs 1 to 3 herein shall apply mutatis mutandis to a trustee institution with respect to REIT beneficial securities issued by it.
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| Article 10 |
Where a stock issuer suspends amendment of entries of the shareholders register in accordance with Article 165 of the Company Act, it shall report it on the Internet information reporting system designated by the TPEx 12 business days prior to the date for suspension of share transfer for a shareholders meeting.
Where the competent authority has imposed restrictions on the TPEx trading of certain securities and the restrictions have not yet been lifted, such securities that have been privately placed shall still be disallowed for TPEx trading upon the lapse of the period of restriction of transfer of the privately placed securities. If the event that was the grounds for the restriction on TPEx trading occurs before the resolution of a shareholders' meeting to conduct the private placement of securities, the restriction shall be thoroughly explained at the shareholders' meeting. If the event that was the grounds for the restriction on TPEx trading occurs after the resolution of a shareholders' meeting to conduct the private placement of securities, it shall be thoroughly and explicitly disclosed in the private placement procedures.
Where necessary in special circumstances, a TPEx company may, after reporting the date and agenda for the shareholders meeting within the period provided in paragraph 1, announce the amount of dividends and bonuses to be distributed or rights to be allocated in a subsequent public announcement made at least 40 days prior to the date of the shareholders meeting on the above-mentioned Internet information reporting system designated by the TPEx. However, if a TPEx primary listed company, under the laws and regulations of its country of registration, is unable to deliver the notice of a general shareholders meeting by 30 days prior to the meeting date, it shall make the aforesaid subsequent public announcement by 10 days prior to the latest date for delivery of the shareholders meeting notice under TPEx rules.
Twelve business days before the book closure date for bond transfers, an issuer of convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants shall make a public announcement on the Internet information reporting system designated by the TPEx. Twenty business days before the book closure date for issuance of bonus shares, book closure date for cash dividends, book closure date for rights issue, or other due and lawful book closure date of any company that issues shares underlying the exercise of convertible corporate bonds, exchangeable corporate bonds or corporate bonds with warrants, the issuer of the convertible corporate bonds, exchangeable corporate bonds, or corporate bonds with warrants shall publicly announce on the Internet reporting system designated by the TPEx the relevant details such as the period of the suspension of bond conversions, exchanges, or subscriptions.
Where a foreign issuer and the agent or depositary institution engaged by it fix a period for suspension of change of entries to the register of holders of stock, depositary receipts, or NT dollar denominated foreign bonds in accordance with the laws and regulations of the home country for distribution of dividend or interest, bonus, or other interests on the TPEx traded stocks, or foreign securities represented by the TPEx traded Taiwan depositary receipts, or the TPEx traded NT dollar denominated foreign bonds, paragraph 1 above shall apply mutatis mutandis.
When the trustee institution that issues an REIT fund fixes a period for suspension of change of entries to the register of beneficial owners or a record date for distribution of income, paragraph 1 shall apply mutatis mutandis.
If there is subsequently any change in abovementioned publicly announced information of a TPEx listed company, or the public announcement is not made by the company within the time period specified by the TPEx, then the TPEx listed company shall bear full liability for any resultant trade dispute or damage suffered by a party to a trade.
When a SITE or FTE that issues an ETF fixes a book-closure period for suspension of change of entries to the register of beneficial owners or a record date for distribution of income, or when an ETN issuance plan fixes a book-closure period for suspension of change of entries to the register of holders or a record date for distribution of income/gains, paragraphs 1 and 7 shall apply mutatis mutandis.
If a TPEx listed company or a TPEx primary listed company fails to distribute cash dividends within 3 months after the ex-dividend record date, the TPEx may impose a penalty of NT$100,000, and notify such company in writing to make corrections within one month after receipt of the notification. If it still fails to distribute cash dividends within the time limit, the TPEx may further impose a penalty of not less than NT$200,000 and not more than NT$1 million, and may impose a new deadline for correction according to the circumstances of the individual case. If the company still fails to distribute the cash dividends within the time limit, the TPEx may continue to impose a penalty of not less than NT$200,000 and not more than NT$1 million for each successive instance.
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| Article 11 |
An issuer of stocks shall submit the following information within the prescribed time periods:
- Except as in compliance with Article 10 or Article 11-1, paragraph 1, when otherwise publicly announcing any rights and obligations related to shareholders or bond holders, the relevant particulars shall be entered into the Internet information reporting system designated by the TPEx and a report shall be filed with the TPEx, annexing the materials downloaded from the Stock Market Monitoring System; where a required public announcement is not made or where the matters contained therein are not fully expressed, the TPEx may notify the issuer in writing to make supplementations or corrections.
- Before calling a shareholders meeting, the board meeting minutes along with the public announcement of suspension of changes to entries in the shareholders' roster shall be entered into the Internet information reporting system designated by the TPEx in accordance with the preceding article.
- Within 20 days after a general shareholders meeting, one copy of the annual report to the shareholders meeting shall be submitted.
- When the approval for offering and issuing securities becomes effective, four copies of the prospectus shall be submitted.
- One copy of the financial reports required to be publicly announced and filed under Article 36 of the Securities and Exchange Act; in the case of statements of an annual nature, one copy of consolidated financial statements covering affiliated enterprises shall also be submitted.
- Before the tenth day of each month, the operational status of the previous month shall be reported on the Internet information reporting system designated by the TPEx; a financial holding company or investment holding company shall at the same time report the operational status of its subsidiaries or held companies for the previous month, provided that a TPEx primary listed company may be exempted from reporting each month the business revenues for the previous month.
- (deleted)
- The TPEx may, according to a TPEx listed company's scale, nature of business, and other necessary circumstances, require the company to prepare a social corporate responsibility report, and to file it through the internet information reporting system designated by the TPEx. The operation rules governing such reports will be separately prescribed.
- Other information as required by the competent authority and the TPEx.
The TPEx may make available for public review the original or abstract of any information submitted under the preceding paragraph.
When a TPEx primary listed company amends its articles of incorporation or organizational documents, and such amendment affects any matter concerning the protection of shareholders' equity as required to be added in the articles of incorporation or organizational documents under Article 4, paragraph 1, subparagraph 13 of the TPEx Rules Governing the Review of Foreign Securities for Trading on the TPEx, the company shall submit the draft amendment with a legal opinion by a lawyer to the TPEx for recordation 15 days before sending the notice of the shareholders meeting. If the TPEx finds that the draft amendment to the articles of incorporation or organizational documents is likely to impair shareholders' equity, it may require the company to improve it.
If the TPEx finds that the amended articles of incorporation or organizational documents of the TPEx primary listed company are likely to impair shareholders' equity, it may designate the company's TPEx listed securities as securities placed under an altered trading method.
When securities of a TPEx primary listed company are designated by the TPEx as securities placed under an altered trading method because of the company's violation of the preceding paragraph, and correction has not been made after 3 months have elapsed, the TPEx may suspend the TPEx trading of the company's securities and report the matter to the competent authority for recordation.
When securities of a TPEx primary listed company have been designated by the TPEx as securities placed under an altered trading method or suspended from TPEx trading by the TPEx pursuant to circumstances in the preceding two paragraphs, then once the articles of incorporation or organizational documents have been amended so that there is no longer any likelihood of impairment to shareholder equity, nor is there any of the circumstances set out in paragraph 1 of Article 12, or in the subparagraphs of paragraph 1, Article 12-1, of these Rules, the TPEx may publicly announce the reinstatement of normal settlement trading for such securities, or resume TPEx trading of such securities and report the matter to the competent authority for recordation.
When securities of a TPEx primary listed company have been suspended from TPEx trading by the TPEx pursuant to circumstances in paragraph 6, and TPEx trading has not been resumed after 6 months have elapsed, the TPEx may terminate the TPEx trading of the company's securities and report the matter to the competent authority for recordation.
Articles 12, 12-1, and 12-2 under these Rules shall apply mutatis mutandis to the implementation methods and procedures for altered trading method, suspension of TPEx trading, termination of TPEx trading, reinstatement of normal settlement trading, and resumption of TPEx trading for the securities of a TPEx primary listed company as referred to in the preceding four paragraphs.
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| Article 12 |
If any of the following circumstances exists with respect to an issuer, the TPEx may place the TPEx listed securities under an altered trading method; a securities broker, when accepting an order to trade such securities, shall take full delivery of the funds or securities before making trading quotes:
- Where its financial report for the most recent period as publicly announced and filed in accordance with Article 36 of the Securities and Exchange Act shows that its net worth is lower than half of its share capital stated on the financial report. However, when a TPEx listed company records as a deduction from net worth the cost of shares bought back by it pursuant to Article 28-2 of the Securities and Exchange Act or of shares held in said TPEx listed company by subsidiaries thereof, the par value of treasury stock held in said TPEx listed company by the TPEx listed company and subsidiaries thereof may be deducted from the share capital stated on the financial statement in the calculation of the above-stated ratio; when share capital collected in advance and share capital to be canceled are listed as an addition to or deduction from net worth, the par value of the relevant shares shall be added to or deducted from the share capital for the calculation of the above-stated ratio.
- Where the issuer fails to call a general shareholders meeting within 6 months after the closure of a fiscal year.
- Where, for the issuer's financial report for the most recent period publicly announced and filed pursuant to Article 36 of the Securities and Exchange Act, the CPA issues an audit report or review report indicating substantial uncertainty concerning the issuer’s ability to continue as a going concern, or the issuer's attesting CPA issues an audit report containing a qualified opinion or a review report containing a qualified conclusion. However, this restriction shall not apply if otherwise provided by applicable laws and regulations of the competent authority, or in the case of an interim financial report if the reason is that investment in a non-major subsidiary, or investment accounted for using the equity method, and the gain or loss thereupon, is calculated on the basis of the investee company's financial statements that have not been audited or reviewed by a CPA, and the issuer's attesting CPA fully discloses in the audit or review report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and no material irregularities are present. However, if the subsidiary is a major subsidiary included in the preparation of the consolidated statement, or a subsidiary of a financial holding company, its interim financial report shall be audited or reviewed by a CPA in accordance with applicable laws and regulations.
- Where the issuer has any of the conditions under Article 15 of the TPEx Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities, Article 11 of the TPEx Handling Procedures for Routine Regulation and Regulation by Exception of Financial and Business Affairs of TPEx Listed Companies, or Article 6 of the Rules Governing Information Reporting by Companies with TPEx Listed Securities, and the circumstances are serious.
- Where two-thirds or more directors and supervisors are under court order of suspension of performing job responsibilities.
- Where an application to the court for reorganization in accordance with Article 282 of the Company Act has been filed.
- Inability to punctually repay straight corporate bonds or convertible corporate bonds upon maturity or upon the demand of creditors.
- Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit, where the TPEx is aware of such dishonor.
- Where more than one-half of the directors or supervisors have changed, with any of the following the results, and correction has not been made within the time limit prescribed by the TPEx:
- The shareholding is too concentrated to meet the shareholding dispersion criteria for TPEx listing.
- Any of the circumstances set forth in Article 10, paragraph 1, subparagraph 7 of the Review Rules or Article 9, paragraph 1, subparagraph 4 of the Review Rules for Foreign Securities exists with respect to any newly appointed director, supervisor, or general manager.
- Where the number of companies held by an investment holding company is less than two, provided that this restriction shall not apply to a TPEx primary listed company; for investment holding companies created as the result of share conversion, general assignment, assignment of business, corporate demerger, or change of company name this shall not apply within 1 year of commencement of TPEx trading.
- Where, after a company demerger, paid-in capital fails to reach the standard set forth in Article 3, paragraph 1, subparagraph 1 of the Review Rules; or where, after a demerger of a TPEx primary listed company, its net worth fails to reach the standard set forth in Article 4, paragraph 1, subparagraph 3 of the Review Rules for Foreign Securities.
- Where an already TPEx listed parent company (including a financial holding company or investment holding company) fails to abide by an undertaking to purchase the shares held by the other shareholders of a TWSE listed or TPEx listed subsidiary in which it has shareholding of more than 70 percent.
- Where any of the following circumstances applies to the issuer in the handling of shareholder services:
- The issuer fails to engage a shareholder services agent, and is not reviewed and approved by the Taiwan Depository and Clearing Corporation to handle shareholder services matters.
- An audit by the Taiwan Depository and Clearing Corporation has found significant deficiency in the shareholder services, and corrective action has not been taken within the time limit set by the TPEx.
- Where explanations given in a press conference concerning material information fail to clarify points in question, and the TPEx deems it necessary to protect the rights and interests of investors.
- The number of TPEx listed common shares does not reach 25 percent of the total number of the issuer's issued common shares, and does not reach 5 million shares, or the share capital of the TPEx listed common shares does not reach 50 million shares. However, for a TPEx primary listed company, if the amount of the net worth of its TPEx listed common shares calculated as a ratio of its total number of issued common shares reaches NT$100 million or more, this restriction does not apply.
- The requirements of Article 12-1, paragraph 2, subparagraph 3 cannot be met within 6 months after trading is suspended pursuant to Article 12-1, paragraph 1, subparagraph 17.
- The board of directors resolves to refer a dissolution proposal to a shareholders' meeting for resolution.
- There is any violation by the issuer of Article 8-1 or 8-2, and the circumstances are serious.
- The number of a TPEx primary listed company's directors with a registered household address in the Republic of China does not exceed one-half the number of director seats or there are less than two independent directors with a registered household address in the Republic of China, and a shareholders meeting is not convened to hold a by-election within 60 days from the occurrence of the fact.
- Other causes for which the TPEx deems it necessary.
The TPEx shall publicly announce, 2 days before the date of implementation, the securities whose trading requires collection in advance of the full amount of the purchase price or the securities for sale pursuant to the preceding paragraph.
The duration for which securities are placed under the altered trading method by the TPEx for any reason set forth in a subparagraph of paragraph 1, except for those subject to disposition under subparagraph 6, may not be less than 3 months, or, unless otherwise provided by these Rules, upon the extinguishment of the reason and in the absence of any other reason set forth in the subparagraphs of that paragraph, the TPEx may publicly announce the reinstatement of normal settlement trading for such securities beginning from the second business day after the public announcement date.
When an issuer of TPEx listed securities placed under the altered trading method by the TPEx due to a circumstance in subparagraph 1, 7, 8, 15, or 16 of paragraph 1 achieves compliance with all of the subparagraphs below, and in the absence of any other reason set forth in the subparagraphs of paragraph 1, the TPEx may reinstate normal settlement trading:
- After the securities have been placed under the altered trading method due to the circumstances under paragraph 1, subparagraph 1, the financial report for the most recent period as publicly announced and registered by the issuer pursuant to Article 36 of the Securities and Exchange Act indicates that its net worth is not lower than one-half the value of its share capital as reported in that financial report, and the stated net worth is higher than the previous period. However, this subparagraph shall not apply in the case of an issuer that has carried out a capital reduction but has not yet completed the procedures for replacement of its old shares with new shares and whose old shares are still being traded on the market.
- After the securities have been placed under the altered trading method due to the circumstances under paragraph 1, subparagraph 7, the issuer has already settled the obligation, or reached an agreement with the creditor resolving the obligation.
- After the securities have been placed under the altered trading method due to the circumstances under paragraph 1, subparagraph 8, the issuer completes any of the remedial procedures listed below within 3 months, presents a direct or indirect note from the clearing house as evidence thereof, and there is no further instance of the dishonoring of its negotiable instruments prior to reinstatement of normal settlement trading. However, if the TPEx listed company adopts the remedial procedure of "extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument," it shall additionally submit a rechecking form prescribed by the TPEx. The form shall be signed and certified by a CPA and a lawyer and submitted to the TPEx along with the other relevant documents and materials for approval and recordation:
- Extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument.
- Deposit the amount of the instrument into the financial enterprise that dishonored the instrument with a request that it be listed as provision for payment under "other payables."
- Pay the amount of the instrument out of the checking account or other payables account upon re-presentment of the instrument subsequent to its dishonoring.
- After the securities have been placed under the altered trading method due to the circumstances under paragraph 1, subparagraph 15, supplementation or correction has been made so that the circumstance under that subparagraph no longer exists, and the single-quarter net profit before tax attributable to owners of the parent for each of the most recent consecutive two quarters is positive.
- Within two years after the securities have been placed under the altered trading method due to the circumstances in paragraph 1, subparagraph 16, the sum of the net profit before tax attributable to owners of the parent stated in the publicly announced and filed financial reports for the most recent four periods reaches 2 percent or more of the share capital stated in the financial reports for the most recent period, and the requirements of Article 12-1, paragraph 2, subparagraph 3, items 2 to 6 are met; or, for a TPEx primary listed company, the net profit before tax stated in the publicly announced and filed financial reports for the most recent four periods account reaches 2 percent or more of the equity attributable to owners of the parent stated in the financial report for the most recent period, and the requirements of Article 12-1, paragraph 2, subparagraph 3, items 2 to 6 are met.
The TPEx may impose the periodic trading method for the TPEx listed securities of an issuer to which any of the circumstances listed below applies, and implement that method beginning on the second business day after the public announcement date:
- Its TPEx listed securities are placed under an altered trading method by the TPEx due to the existence of circumstances under subparagraphs 6, 7, 8, or 17 of paragraph 1.
- Its TPEx listed securities are placed under an altered trading method by the TPEx due to the existence of circumstances under subparagraph 1 of paragraph 1, and the net worth stated in the financial report for the most recent period as publicly announced and filed by the issuer pursuant to Article 36 of the Securities and Exchange Act is lower than three-tenths of the share capital stated in the financial report. The aforementioned net worth and ratio shall be calculated in accordance with paragraph 1, subparagraph 1.
- Its TPEx listed securities are placed under an altered trading method by the TPEx, and the TPEx deems it necessary to impose the periodic trading method for the securities.
Orders for securities for which periodic trading is imposed pursuant to the preceding paragraph shall be matched once every 30 minutes, provided that this procedure shall not apply to odd-lot trades of such securities.
When the reason for which the TPEx imposes periodic trading for securities pursuant to paragraph 5 is extinguished, and absent any of the circumstances in the other subparagraphs of that paragraph, the TPEx may publicly announce the cancellation of the periodic trading method for such securities from the second business day following the public announcement date. However, this shall not apply for securities for which periodic trading is imposed pursuant to subparagraph 2 of paragraph 5 if the issuer has carried out a capital reduction but has not yet completed the procedures for replacement of its old shares with new shares and its old shares are still being traded on the market.
When the TPEx duly places TPEx listed securities under an altered trading method, reinstates normal settlement trading, or imposes or cancels the periodic trading method, the public announcement date and implementation date shall be determined in accordance with the provisions of this Article; however, the implementation date may be on the business day following the public announcement date, in order to meet needs of cross-market operations or when the TPEx deems it necessary. The TPEx shall report the abovementioned matters to the competent authority for recordation within 1 month from the public announcement date.
However, if a stock has no par value or a par value per share other than NT$10, when applying this article relating to share capital, the calculation of the share capital shall include the capital surplus in excess of par value.
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| Article 13 |
If any of the following circumstances exists with respect to an issuer, the TPEx may suspend the TPEx trading of its managed stock and report the termination to the competent authority for recordation:
- Where any condition specified in Article 282 of the Company Act exists, and a court has prohibited the transfer of its shares pursuant to Article 287, paragraph 1, subparagraph 5 of the Company Act.
- Where the securities transfer institution established at the location of the TPEx is withdrawn, or a dummy transfer institution is established such that no transfers are processed, and upon the order of the TPEx to correct the situation within a certain time period, no correction is made.
- Where any document or information that submitted is suspected to be untrue, and upon the request of the TPEx to explain the matter, no reasonable explanation is provided within the prescribed time period.
- Failure to carry out public announcement and registration of a financial report or financial forecast in accordance with laws and regulations.
- Where the financial report publicly announced and filed pursuant to Article 36 of the Securities and Exchange Act is not produced pursuant to relevant laws and regulations and generally accepted accounting principles, and such violations are serious and corrections or rewrites are not made within the specified time period; or the CPA attesting the publicly announced and filed financial report issues a disclaimer of opinion or an adverse opinion in the audit report, or issues an adverse conclusion or disclaimer of conclusion in the review report.
- Where the issuer is under any of the conditions provided in Article 15 of the TPEx Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities, Article 11 of the TPEx Handling Procedures for Routine Regulation and Regulation by Exception of Financial and Business Affairs of TPEx Listed Companies, or Article 6 of the TPEx Rules Governing Information Reporting by Companies with TPEx Listed Securities, and the circumstances are serious enough to necessitate termination of TPEx trading of its securities.
- Where a TPEx listed company violates an undertaking it has given when applying for TPEx listing.
- Where there is any other condition for which the TPEx trading of securities shall be suspended in accordance with TPEx rules or opinions of the TPEx.
If the TPEx trading of the issuer's securities is suspended due to any event referred to in the preceding paragraph, the issuer may, upon extinction of the cause, submit relevant supporting documents to apply for reinstatement of trading. The TPEx may publicly announce the reinstatement of trading and report the matter to the competent authority for recordation.
For any securities whose trading is suspended pursuant to paragraph 1 above, the suspension of trading shall begin 2 business days after the date of the TPEx public announcement, and the TPEx listed company concerned shall make a disclosure on the Internet information reporting system designated by the TPEx within 2 days after its receipt of notification.
Where trading of securities is suspended under subparagraph 1 of paragraph 1, a public announcement shall be made immediately by the TPEx, on the date it learns of the matter or is notified by the court, or by the TPEx listed company, on the date of disclosure of the material information, on the same day (whichever of the above is earlier), and trading shall be suspended from the next business day following the date of public announcement; and the TPEx listed company shall be notified to make a disclosure on the Internet information reporting system designated by the TPEx within 2 days counting inclusively from receipt of the TPEx notice.
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| Article 14 |
In connection with the termination of TPEx trading of stocks, ETF beneficial certificates, ETNs, beneficial securities, asset-backed securities, or REIT or REAT beneficial securities, the date of termination publicly announced by the TPEx shall be the date of termination of the contract for the TPEx trading of such securities.
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| Article 15 |
When TPEx trading of stocks, ETF beneficial certificates, ETNs, financial bonds, corporate bonds, beneficial securities, asset-backed securities, or REIT or REAT beneficial securities is suspended or terminated, the issuer shall make a disclosure on the Internet information reporting system designated by the TPEx within 2 days after receipt of notification from the TPEx.
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| Article 16 |
(deleted)
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| Article 17 |
A securities firm shall not engage in TPEx trading without approval of the competent authority and entering into, with the TPEx, a Contract for Trading of Securities on the TPEx by a Securities Firm and paying into the clearing and settlement fund in accordance with regulations.
A securities firms engaging purely in trading through the Electronic Bond Trading System or trading by price negotiation at its place of business shall be exempted from paying into the clearing and settlement fund referred to in the preceding paragraph to the TPEx.
The clearing and settlement fund paid by the securities firms shall have common liabilities, and a fund management committee shall be set up; the rules for its management shall be prescribed by the TPEx after consulting with the securities dealers association and sent to the competent authority for approval; the same procedures shall apply with amendments.
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| Article 18 |
A securities firm engaging in TPEx trading shall follow the rules and public announcements of the TPEx and pay business service fee, facility use fee, information use fee, etc. as required. The fee schedule or amount shall be decided by the TPEx and approved by the competent authority.
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| Article 19 |
In addition to complying with Article 17, a securities firm applying to engage in TPEx trading shall fill in and submit an application, together with the following documents, to the TPEx for registration:
- Photocopy of permit of securities firm.
- Photocopy of company documentation of company registration (or of documentation following amendment registration); if the securities firm is operated on a concurrent basis by a financial institution not organized as a company, documentary proof of the approval of establishment.
- Articles of incorporation and operation bylaws.
- (deleted)
- Registration list of managers and associated persons for TPEx trading.
- Facility layout and description of business floor.
- A statement of completion of the information facilities and readiness for transmission required for TPEx trading business.
- Other documents as required by the TPEx.
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| Article 20 |
After a securities firm has been approved by the competent authority for establishment of a domestic branch office and obtained a permit/license, it shall submit the following documents to the TPEx for recordation before commencing business:
- Photocopy of the permit for establishment of the domestic branch office.
- Registration list of the responsible person and associated persons of the branch office.
Securities firms which have been approved by the competent authority to establish foreign branch offices or representative offices shall submit the following documents to the TPEx for recordation before commencing business:
- Photocopy of the permit for establishment issued by the domestic competent authority and of the documents of approval of establishment issued by the foreign competent authority.
- List of managers and associated persons of the branch office or representative office.
- Date of establishment and detailed address of the branch office or representative office.
Article 23 shall apply to the standards of the business floor and facilities of the branch office of a securities firm.
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| Article 21 |
A securities firm and its branch office engaging in TPEx trading shall report to the TPEx 5 business days before the commencement of TPEx trading.
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| Article 22 |
If there is any change in the registration items of a securities firm and its branch office engaging in TPEx trading, it shall commence amendment procedures with the TPEx within 5 days of such change.
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| Article 23 |
The business floor and facilities of a securities firm engaging in TPEx trading shall meet the standards prescribed by the TPEx.
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| Article 24 |
A securities firm engaging in TPEx trading shall maintain complete account books. The accounting items and financial report shall be handled in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms prescribed by the competent authority.
A securities firm engaging in TPEx trading shall place its account books and relevant certificates, vouchers/documents, books and statements, and contracts in its business premises. The period of safekeeping shall be in accordance with the Business Entity Accounting Act and the Required Periods for Preservation of Accounting Statements and Vouchers by Securities Firms Trading on the TPEx as prescribed by the TPEx. However, if the account opening contract signed between a securities broker and principal is saved using a non-revisable, non-erasable electronic storage medium, and furthermore the original can be made available at any time, then the place where the hard copy of the contract is kept is not subject to the restriction that it must be in the firm's business premises.
The TPEx may send its personnel to inspect or inquire about the documents referred to in the preceding paragraph based on the rules for inspection of finance and business prescribed by the TPEx. The securities firm engaging in TPEx trading shall not refuse or avoid such inspection or inquiry. The securities firm engaging in TPEx trading shall further consent that the TPEx may query the Joint Credit Information Center for information concerning the securities firm's credit with financial institutions.
The Rules for Auditing, Following-up, and Assistance of Securities Firms shall be prescribed by the TPEx.
With respect to various reports produced by a securities firm, where reporting is made by Internet connection, the handling rules governing such reporting shall be separately prescribed by the TPEx.
When an account opening contract, as mentioned in paragraph 2, is not kept in the firm's business premises, the securities broker shall be diligent about the security of the place, environment, and equipment where it is kept, and shall enhance security maintenance measures for access and safekeeping of the contract, and adopt relevant measures in its internal control system.
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| Article 25 |
The qualifications, change, training, prohibition, award, or commendation of the associated persons for trading on TPEx shall be in conformity with the provisions in the competent authority's Regulations Governing Responsible Persons and Associated Persons of Securities Firms.
The registration of the associated persons of a securities firm for TPEx trading shall become void upon the removal or change of duties by the securities firm; provided that the securities firm shall still take the responsibilities under paragraph 2 of Article 26 for the acts of such associated persons committed before the registration is amended or voided in accordance with the provisions referred to in the preceding paragraph.
Where an associated person registered for TPEx trading is removed per the order of the competent authority, the TPEx shall void the registration.
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| Article 26 |
An employee of a securities firm engaging in TPEx trading shall fully understand the provisions regarding TPEx trading business and abide by relevant laws, regulations, and rules, and shall have no excuse for not knowing the same.
A securities firm shall be fully responsible for the business performed with outside parties by the employee referred to in the preceding paragraph.
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| Article 27 |
A securities firm engaging in TPEx trading shall not concurrently employ the business personnel of the TPEx in any manner, grant an honorary position to, or have any investment, lending, or guarantee relation with such personnel.
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| Article 28 |
A securities firm shall engage in TPEx trading in the following manners:
- A securities dealer shall purchase or sell securities for its own account and not for customers' accounts.
- A securities broker shall purchase or sell securities for customers' accounts and not for its own account.
- A securities firm concurrently engaging in proprietary and brokerage business shall distinguish the trading for its own account from that for customers' account in the written documents of each trade.
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| Article 29 |
A securities firm engaging in TPEx trading shall prepare a daily business report in the form prescribed by the TPEx and based on the type of operation. A bonds dealer shall also prepare a monthly business report for inspection.
The statements referred to in the preceding paragraph may be stored in media but shall be printed out for inspection.
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| Article 30 |
A securities firm shall prepare a reconciliation statement in duplicate on monthly basis and fill in the same before the fifth day of the following month. One copy shall be delivered to the customers before the tenth day of the following month, the other copy shall be kept by the securities firm; provided that this provision shall not apply to bond trading through the TPEx Electronic Bond Trading System, or where no trade is consummated in the given month and the customer does not request such statement in writing.
The form of the statement referred to in the preceding paragraph and the information to be stated therein shall be as prescribed by the competent authority.
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| Article 31 |
A securities firm recommending a stock for TPEx trading ("recommending securities firm") shall report to the TPEx in writing regarding the number, ratio, and purchase price of the shares of the recommended public issuer held by such securities firm 5 business days before the commencement of TPEx trading of the stock.
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| Article 32 |
A recommending securities firm shall not resign within 1 year from the date of commencement of TPEx trading of a stock that it recommends.
When the recommending securities firm plans to be replaced by another securities firm, the new and old recommending securities firms shall jointly apply to the TPEx in writing for approval by submitting a letter of consent of the issuer and a letter of undertaking to the effect that the new recommending securities firm will be responsible for the obligations of a recommending securities firm, together with the information regarding the number of shares and ratio of the stocks of the recommended public issuer held by the new recommending securities firm.
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| Article 32-1 |
A securities firm shall engage in TPEx trading of securities in the following manners:
- Stocks may be traded by the securities firm as a dealer in the TPEx through price negotiation, or traded by the firm as a dealer or broker by participating in the TPEx automated trade matching system, large volume trading system, after-hours fixed-price trading system and odd-lot trading system; provided that sale of stocks, obtained in accordance with paragraph 2 of Article 71 of the Securities and Exchange Act, by securities underwriter(s) shall be made through automated trade matching system.
- Bonds may be traded by the securities firm on the TPEx through price negotiation, or traded by the firm as a dealer by participating in the TPEx Electronic Bond Trading System.
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| Article 33 |
When conducting TPEx trading for a customer, a securities firm shall prudently take into consideration the intention, condition, investment experience, investment purpose, and financial capability of the customer.
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| Article 34 |
The clearing and settlement of TPEx trading shall be effected on a cash payment and actual delivery basis.
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| Article 35 |
Where a securities broker accepts a customer's order to purchase or sell shares or bonds, or where a securities dealer purchases or sells securities or bonds for its own account rather than directly negotiate price with a customer over the counter, such broker or dealer shall enter the volume, price or yield in the trading system of the TPEx for matching price or matching bond yield; provided that the number of shares entered for any single trade shall be less than 500 trading units. Trading quotes for the automated trade matching system may be entered beginning from 30 minutes prior to the opening of market trading hours.
The methods for the execution of trades through the automated trade matching system are divided into call auction trading and continuous trading. Call auction trading shall be used for the first matching in a given trading session, and continuous trading shall then be used for subsequent matching until a certain period of time before market close (i.e. the end of trading hours). For the certain period of time before market close, all trading quotes shall be accumulated and matched by call auction. The methods for the execution of trades and the sequential priority given to trading quotes are governed by the following provisions:
- Trade prices in call auction trading shall be determined by the following principles:
- Satisfying the maximum trade volume: buy quotes higher than the determined price and sell quotes lower than the determined price must all be satisfied.
- One side of the buy quotes or sell quotes at the determined price must be satisfied in full.
- When two or more prices conform to the principles described in the preceding two items, the price closest to the last trade price in the current session shall be used. If no trade price is yet available in the current session, the price closest to the basis price for the opening of trading in the current session shall be selected.
- Trade prices in continuous trading shall be determined for each successively entered buy quote or sell quote based on the following principles:
- When the currently entered buy quote is higher than or equal to the lowest previously entered sell quote, it shall be matched and executed against individual sell quotes sequentially from lowest to highest, until the current buy quote is completely satisfied or the price of the current buy quote is lower than the prices of any unexecuted sell quotes.
- When the currently entered sell quote is lower than or equal to the highest previously entered buy quote, it shall be matched and executed against individual buy quotes sequentially from highest to lowest, until the current sell quote is completely satisfied or the price of the current sell quote is higher than the prices of any unexecuted buy quotes.
- The priority for satisfying trading quotes shall be based on the following principles:
- Price priority principle: higher-priced buy quotes shall have priority over lower-priced buy quotes. Lower-priced sell quotes shall have priority over higher-priced sell quotes. For quotes of the same price, the priority shall be based on the time priority principle.
- Time priority principle: for quotes entered before market opening (i.e. the beginning of trading hours), the priority shall be determined by random arrangement by computer; for quotes entered after market opening, the priority shall be determined by the chronological order in which the quotes are entered.
- Trading quotes entered before market opening that are unexecuted shall continue to be matched in the order randomly arranged by computer.
The trade price of all the trading quotes that are accumulated for a certain period of time before market close and matched by call auction shall be the closing price. If no trade is executed for that period, the price of the last trade during trading hours on the current day shall be the closing price.
If, during the one minute prior to market opening or to market close for a security under the automated trade matching system, any given computed execution price fluctuates beyond 3.5 percent from the previous computed execution price (if there is no previous computed execution price available 30 minutes before market opening, the fluctuation shall be based on the basis price of the opening of trading; if there is no previous computed execution price available a period of time before market close, the fluctuation shall be based on the last trade price; if there is no last trade price available, the fluctuation shall be based on the basis price of the opening of trading), the first matched trade for the current session, or the matching at market close, for that security is postponed. For a security for which the first matched trade for the current session is postponed, matching and execution for the security will proceed sequentially after 2 minutes of postponement. For a security for which the matching at market close is postponed, entries, cancellations, and changes of trading quotes for that security will continue to be accepted from 1:31 p.m. to 1:33 p.m., and matching and execution will then proceed sequentially at 1:33 p.m. However, this restriction shall not apply to managed stock, to securities for which extended matching intervals have been implemented under rules or regulations of the TPEx, securities for which the basis price of the opening of trading is lower than NT$1, call (put) warrants, or company warrants.
The standard for the "period of time" referred to in paragraph 3 shall be prescribed by the TPEx and publicly announced for implementation after approval and recordation by the competent authority; the same shall apply to amendments thereto.
The rules for trading on the Electronic Bond Trading System referred to in paragraph 1 above shall be separately prescribed by the TPEx.
Thirty minutes before market opening and a certain period of time before market close, the TPEx shall disclose on a real-time basis computed execution prices and volumes, and the computed prices and volumes of the five highest unexecuted buy quotes and five lowest unexecuted sell quotes. In addition, the TPEx shall disclose, on a real-time basis during trading hours, executed trade prices and volumes, and the prices and volumes of the five highest unexecuted buy quotes and five lowest unexecuted sell quotes. For other trading quotes, however, the TPEx may make appropriate disclosures of prices and volumes depending on market needs.
When a securities firm enters quotes through the automated trade matching system, whether for customers' accounts or for its own account, if the total quoted amount of either purchases or sales in a single day exceeds four times its net worth, the TPEx may suspend further entries of buy or sell quotes by the securities firm.
Where a securities firm's net worth is less than, but more than half of, its paid-in capital, or its regulatory capital adequacy ratio falls within the range set forth in Article 65 of the Regulations Governing Securities Firms, the multiple in the preceding paragraph may be adjusted lower to three times its net worth; for those whose regulatory capital adequacy ratio meets the criteria set forth in Article 66 of the Regulations Governing Securities Firms, the TPEx may further adjust the multiple of the preceding paragraph lower, depending on the severity of the circumstances; for those whose net worth is less than one-half of its paid-in capital, the multiple of the preceding paragraph may be adjusted lower to two times its net worth; for those whose net worth is lower than one-half of its paid-in capital for 3 consecutive months, the multiple of the preceding paragraph may be adjusted lower to one time its net worth. However, when a securities firm's statements filed on a monthly basis indicate that the reason for such adjustments has diminished, its multiple may gradually be adjusted commensurate with the degree of such diminution; where the ratio of a securities firm's net worth to paid-in capital is raised due to a capital reduction, the corresponding multiples for purchases and sales must be maintained for 3 consecutive months before they may be adjusted pursuant to the above provisions.
Where a securities firm has a substandard rating under the Regulations Governing Early Warning of Overall Operational Risk of Securities Firms, or any of the events specified in Article 7 of the TPEx Rules for Audit, Follow-up, and Assistance of Securities Firms, or, subsequent to assistance, correction cannot be made, the TPEx may lower the ratio referred to in paragraph 8. Where correction has been made, the original ratio may be restored.
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| Article 36 |
When a securities firm engaging in TPEx trading conducts trades on the TPEx through the Electronic Bond Trading System, if the quoted trading volume cannot be executed in one trade, partial satisfaction of the quote shall be allowed. The remaining trading volume shall be executed through electronic bond trading based on the originally quoted yield.
When a securities firm engaging in TPEx trading applies to make a change to a rest-of-day trading quote in the automated trade matching system, it shall first cancel the original trading quote, and then enter a new quote, except in the following circumstances:
- A reduction in the quoted quantity.
- A change to the price of a limit order, in which case the chronological order of the changed trading order shall be the chronological order of the time the change is entered. This shall not apply, however, where the TPEx provides otherwise.
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| Article 37 |
(deleted)
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| Article 38 |
After the end of daily trading hours, the TPEx shall produce a computer file of the names, volumes, and prices of the securities traded on the TPEx, and the codes of the purchasing and selling securities firms for review by the public through the Internet or terminals provided.
After the end of daily trading hours, the TPEx shall prepare and publicly announce a list of prices of all securities.
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| Article 39 |
If due to special situation, it is improper to purchase or sell TPEx traded securities in the manners provided in these Rules, the trading method shall be separately prescribed by the TPEx and reported to the competent authority for approval before it is publicly announced and implemented.
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| Article 40 |
The trading hours of the TPEx, unless otherwise provided, are as follows:
- 9:00 a.m. to 1:30 p.m. for securities traded through the automated trade matching system; 9:00 a.m. to 3:00 p.m. for price negotiation on the TPEx.
- 9:00 a.m. to 1:30 p.m. for outright purchases/sales of bonds through the Electronic Bond Trading System; 9:00 a.m. to 1:30 p.m. and 2:00 p.m. to 3:00 p.m. for RP/RS bond trades through the Electronic Bond Trading System; 9:00 a.m. to 3:00 p.m. for bonds traded on the TPEx through price negotiation.
Where the TPEx feels it is necessary or upon the recommendation of the securities dealers association, the trading hours referred to in the preceding paragraph may be changed upon application to and approval by the competent authority.
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| Article 40-1 |
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| Article 41 |
The holidays for TPEx trading are the same as those of the banks; provided that if it deems necessary, the TPEx may change the holidays and report the same to the competent authority before implementation.
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| Article 42 |
In the event of force majeure, the TPEx may announce the halting of TPEx trading and report the same to the competent authority, and it may do the same for the resumption of halted trading.
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| Article 43 |
When a customer initially conducts TPEx trading of securities through a securities firm, he/she shall enter into an account opening contract with the securities firm for opening the account; provided where the securities firm negotiates price on the TPEx for trading bonds or participates in bond trading through the TPEx Electronic Bond Trading System, it is necessary only to require the customer to provide a photocopy of the identification card or registration certificate, and account opening may be exempted.
When a securities firm enters into an account opening contract with a customer, it shall explain the nature of the TPEx trading to the customer and request the customer to sign a confirmation for TPEx trading and, for customers other than institutional investors, also to sign a TPEx primary listed securities risk disclosure statement, to confirm that the TPEx trading is conducted based on the customer's judgment and responsibility.
When a customer initially conducts TPEx trading through the automated trade matching system, he/she shall establish an account for securities under centralized custody and a book-entry transfer account for funds. This rule shall also apply if the customer trades securities through price negotiation with the securities dealer and agrees to effect clearing and settlement through book-entry transfer.
When the subject matter of a trade through price negotiation referred to in the preceding paragraph is a convertible corporate bond, exchangeable corporate bond, or corporate bond with warrants, the central securities depository account and fund transfer account opened by the customer are not restricted to the securities firm of that trade and its designated financial institution.
The forms for the account opening contract referred to in paragraph 1 and the confirmation for TPEx trading and the TPEx primary listed securities risk disclosure statement referred to in paragraph 2 above shall be separately prescribed by the TPEx.
The term "institutional investors" in paragraph 2 mean foreign and domestic banks, insurance companies, bills finance companies, securities firms, fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, securities investment trust companies, securities investment consulting companies, trust enterprises, futures commission merchants, futures service enterprises, and other institutions approved by the competent authority.
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| Article 44 |
When a securities firm conducts TPEx trading for a customer, it shall confirm that such customer satisfies both of the following conditions before accepting the account opening:
- The customer has substantial knowledge and experience in securities investment.
- Based on the judgment from the status of assets, it is proper for the customers to conduct TPEx trading.
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| Article 45 |
A securities firm shall accept account opening in the following manners:
- Where the customer is a natural person, except in the following conditions, the original National Identity Card shall be supplied and the signatures must be given personally:
- Where the customer is of no legal capacity or limited legal capacity, or has been declared by a court to be placed under assistance, his statutory representative, guardian, or assistant shall supply the original National Identity Cards of the statutory representative, guardian, or assistant and the customer and the signature must be given personally while the relationship between the statutory representative, guardian, or assistant and the customer must be specified; where the customer does not have a National Identity Card, his household certificate may be used in substitution. The guardian or assistant shall also supply documents evidencing the guardianship or the assistance. The business documents for brokerage trading shall be signed/sealed by the statutory representative, guardian, or assistant. If a person with no legal capacity has been declared by a court to be placed under guardianship, the person's account is permitted to be used only for brokered selling, and brokered buying is prohibited.
- Where the customer is an expatriate of a juristic person, he may designate an agent to process account opening procedures; where the customer appoints an agent to open an account, the agent shall supply the original National Identity Cards of the agent and the customer, the power of attorney notarized or certified by a R.O.C. Representative Office abroad or designated institution, and documents issued by the said juristic person proving employment of the expatriate.
- Where a principal and applies for account opening by letter or electronically, the account opening shall be handled pursuant to the TPEx Standards Governing Principal Identification and Management of Credit Line Categorization in the Processing by Securities Firms of Account Opening
- Where the customer is a juristic person, the contract for account opening shall be signed/sealed by the juristic person and its representative, and a power of attorney shall be presented. The business documents for brokerage trading of securities shall be signed/sealed by its authorized representative. The authorized representative shall also provide a copy of the registration document of the juristic person, a copy of the notice of issuance of uniform number for taxable entities issued by the tax authorities (a profit-seeking enterprise may be exempt from submitting such copy of notice), the power of attorney, and copies of the National Identity Cards of the responsible person of the juristic entity and that of the authorized representative for processing. The securities firm shall by using mail confirm the validity of the power of attorney. However, if the customer has engaged a custodian institution to open the account on its behalf, or submits proof that settlement is to be handled on its behalf by a custodian institution, it is not necessary to give confirmation by mail of the validity of the power of attorney.
- Where the customer is an organization that is not incorporated as a juristic person, it shall open the account in the individual name of its responsible person, and include the group name side-by-side therewith in the account name. To open the account, the responsible person shall submit a photocopy of certification that the group has been registered with the competent authority (or of its approval for establishment, recordation, or other evidentiary document of its registration), photocopy of the notice of issuance of a uniform number for tax withholding entities issued by the tax authorities (if exempt from income tax withholding, one copy of the Certificate of Exemption from Tax Withholding must also be submitted), and a photocopy of the National Identity Card of the responsible person.
- Except that certain account numbers may be handled as an account without a number under exceptional circumstances for which reasons have been noted, an account number shall be assigned sequentially to each account; provided that numbers canceled in the preceding years (calendar year) may be used sequentially.
A securities broker shall ensure that the items supplied on the applications are error free and complete. It shall not accept any order to trade in or subscribe to securities from the customer unless it completes the account opening process and the written confirmation procedures referred to in subparagraph 2 of the preceding paragraph and keys-in the account information and account number into the computer system of the TPEx.
When a securities firm handles an application for account closing, it may do so by letter or electronically in such a manner that it can sufficiently confirm that the applicant is the principal him/her/itself and his/her/its expression of intent.
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| Article 46 |
A securities firm that accepts the account opening of an overseas Chinese or foreign national shall comply with applicable laws and regulations and open the account pursuant to the following provisions:
- If the principal is specifically approved by the Investment Commission, Ministry of Economic Affairs, the Science-Based Industrial Park Administration, or the Export Processing Zone Administration, it shall retain a photocopy of the approval to sell document, and the power of attorney for filing income tax returns required by the tax authority. The account may only accept sell orders and only for the type and amount of securities in its originally approved investment plan. If non-TPEx-listed shares held by a principal not specifically approved by the Investment Commission, Ministry of Economic Affairs, the Science-Based Industrial Park Administration, or the Export Processing Zone Administration prior to the 19 November 1997 amendment of the Act Governing Investment by Foreign Nationals and the Act Governing Investment in Taiwan by Overseas Chinese are subsequently approved for TPEx listing, the principal may commence placing sell orders only after it reports to the TPEx by designated letter, submitting the relevant information regarding the original investment such as transaction statements, remittance statements, and tax payment certificates, and the TPEx responds by letter approving the account opening.
- Where the securities and the resulting rights for subscription of capitalization increase or stock divided are obtained due to gift, succession, 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, a copy of the passport or company registration certificate (or document of equivalent validity), the power of attorney for filing income tax returns required by the tax authority, and the following documents shall be submitted to a securities firm for account opening. Furthermore, the trading shall be limited to the sale of the aforesaid securities.
- Where the securities and the said entitlements are obtained through gift, transfer procedure shall be completed and the paper of tax-payment or tax-exemption for gift issued per Article 41 of the Estate and Gift Taxes Act shall be submitted.
- Where the securities and the said entitlements are obtained through succession, transfer procedure shall be completed and the paper of tax-payment or tax-exemption for legacy issued per Article 41 of the Estate and Gift Taxes Act shall be submitted.
- 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 of subscription, issuance of bonus shares, or taking assignment of shares and documents evidencing the subscription, issuance of bonus shares, or assignment of shares shall be submitted.
- 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 relevant documents shall be submitted.
- If a principal held the securities of a foreign enterprise before that company became a TPEx primary listed company in Taiwan, the principal shall submit documentary evidence of securities holding issued by the professional shareholder services agent in the ROC engaged by the issuer of those securities or documentary evidence of the employee having subscribed to or been allotted shares in accordance with the laws and regulations of the country of registration of the company, a power of attorney for filing income tax returns required by the tax authority, and documentary proof of the principal's identity or the principal's company registration certificate (or document of equivalent validity) to the securities firm to conduct account opening. That account may only accept sell orders and only within the amount of the holdings. If the holder of those securities, after opening the present account, subsequently opens an account with a TPEx securities firm for securities trading under Article 46-5, the present account for sell-only trades shall be canceled.
- An overseas Chinese or foreign national of the preceding 3 subparagraphs that obtains shares of another TWSE or TPEx listed company, emerging stock company, TWSE or TPEx primary listed company, or foreign 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 shares as the result of a new share distribution, subscription, or transfer based on the aforesaid shares may sell those shares through the account opened in accordance with the provisions of the 3 preceding subparagraphs.
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 at a financial institution to be used solely for purposes of securities settlement, and shall submit the documents listed below:
- Documentary proof of identity of the principal: 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.
- Photocopy of the contract for opening of the TPEx securities trading account, and submit for inspection the original of the central depository account passbook.
- Power of attorney for the agent, which must be legalized by an overseas representative office or authorized entity of the Republic of China.
- Record of ID Number in the Republic of China issued by the National Immigration Agency of the Ministry of the Interior.
- 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 and 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 45 of these Rules. Such account shall only accept sales orders, and purchase orders shall not be accepted.
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| Article 47 |
Upon discovering that the customer meets any of the following circumstances, a securities firm shall refuse to open the account and for those that have opened an account, the firm shall refuse to accept trading orders:
- Where the customer is a minor and not represented by his/her statutory representative, provided that this restriction does not apply if the minor is married.
- Where the customer is a staff member or employee of the competent authority's Securities and Futures Bureau and fails to submit a letter of consent from the authority.
- Where the customer is an employee of the TPEx and fails to submit a letter of consent from the TPEx.
- Where the customer has been adjudicated bankrupt and his/her rights have not be reinstated.
- Where the customer has been declared by a court to be placed under guardianship where such declaration has not yet been voided, provided that this restriction shall not apply when a guardian disposes of securities for purposes of the interest of the ward.
- Where the customer has been declared by a court to be placed under assistance, and has not obtained the consent of the assistant or permission from a court.
- Where the account is being opened by a juristic person and a certificate of authorization for account opening is not provided.
- Where the securities firm is not permitted by the competent authority or approved by the TPEx.
- A director, supervisor, or employee of a securities firm has been engaged as the agent to open an account with the securities firm.
- Where a principal of discretionary investment has been declared by a court to be placed under assistance and such declaration has not been voided.
- A principal that applies to convert an account it originally opened as a discretionary futures trading account to a futures trading account for its own use.
In the event that a customer has any of the following conditions, the securities firm shall refuse the account opening, and if an account has been opened, the securities firm shall refuse the securities trade, trading order, or subscription:
- Where the customer has breached a contract by failing to perform clearing and settlement obligations on schedule, and the case has not been closed and 5 years have not elapsed since the TPEx or Taiwan Stock Exchange sent notification by circular letter to all the securities firms. However, this provision does not apply to brokerage trades that are made for purposes of offsetting margin purchases or short sales that were already executed for the same customer on the same day, and are of the same type and same quantity of securities, nor does it apply to opposite offsetting trades made on the same day in brokerage day trading under the Operational Rules Governing Day Trades of Securities.
- Where the customer has violated the Securities and Exchange Act, or is involved in forging (altering) TWSE listed or TPEx listed stocks and 5 years have not elapsed since a final criminal judgment was rendered by the judicial agency or since a notice of suspension of securities trading was given by the competent authority.
- Where the customer has breached a futures trading contract and the case has not been closed and 5 years have not elapsed, or where the customer has been convicted of violating any law or regulation governing futures trading as confirmed by a final criminal judgment of a judicial agency and less than 5 years has elapsed since such judgment.
If the case has been closed since the TPEx sent a circular letter to all the securities firms in connection with the breach of contract of a customer, the securities firm shall report to the TPEx in writing, and the TPEx shall relay such information to all the securities firms.
Internal personnel of a securities firm opening accounts for the trading of securities shall process such matters in accordance with Article 28-1 of these Rules and supplementary rules thereto.
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| Article 48 |
After a customer has completed the account opening procedures, the securities firm shall immediately use computer linkage operation to key-in the following information of the customer regarding account opening into the computer of the TPEx:
- Account number.
- Name.
- Date of birth or establishment.
- Identification card number or uniform number of profit-seeking-enterprise or withholding unit.
- Name of statutory representative.
- An annotation that an account for book-entry transfer of securities under centralized custody has been opened.
- Other necessary information.
When a customer's information of account opening changes, a securities firm shall immediately use the computer linkage operation to enter such change after receipt of the customer's notice of change.
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| Article 49 |
(deleted)
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