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Title Taiwan Depository & Clearing Corporation Directions for Central Custody and Book-Entry Transfer Operations by Foreign Issuers for Stocks with Primary Listings on the TWSE or TPEx and for Emerging Stocks CH
Date 2017.02.07 ( Amended )

Article Content

Chapter I General Principles
Article 1     These Directions are adopted under Articles 4, 35, 62, 62-1, 64-1, 83-1, and 101 of the Operating Rules of the Taiwan Depository & Clearing Corporation ("TDCC").
Article 2     A foreign issuer (hereinafter, an "issuer") whose stock has been approved by the Stock Exchange (TWSE) for primary listing on the TWSE or by the Taipei Exchange (TPEx) for primary listing on the TPEx or for registration as an Emerging Stock shall be subject to these Directions for dematerialized registration, materialized securities custody, book-entry transfer, and corporate actionrelated services.
Article 3     An issuer of dematerialized stock shall enter into an account opening agreement with TDCC, and apply to become a TDCC participant by submitting two copies of a specimen seal impression/signature card and opening a Book-Entry Custody Account, so that its stock can be registered in dematerialized form and delivered by book-entry transfer.
    An issuer of certificated stock shall enter into an agreement with TDCC, so that its stock can be distributed/delivered by book-entry transfer.
    When signing the Account Opening Agreement under paragraph 1 or the agreement under paragraph 2, the issuer shall also submit a Covenant Form committing to matters in connection with its business dealings and liaison with TDCC, the competent court, and other relevant matters.
Chapter II Book-Entry Transfer Operations
Article 4     When an issuer has been approved by the TWSE for primary listing, or approved by the TPEx for primary listing on the TPEx or registration as an Emerging Stock, the issuer shall apply to TDCC for registration of the full number of shares of the issuer's approved stock in dematerialized form. However, if the issuer is required under the laws and regulations of the issuer's country of registration to issue physical share certificates, the issuer shall deliver the physical share certificates into the custody of a foreign custodian designated by TDCC, and pay all fees that the foreign custodian may charge for or during the custodial period.
    The foreign custodian referred to in the preceding paragraph shall have entered into a custody agreement with TDCC, stating its agreement to be engaged by TDCC to keep custody of stock delivered into its custody by issuers.
Article 5     If the issuer's stock is issued in dematerialized form, unless otherwise provided in these Directions, the issuer shall comply with the TDCC Directions for Registration and Book-Entry Transfer Operations by Issuers for Securities Issued in Dematerialized Form.
Article 6     If the issuer, in accordance with Article 4, paragraph 1, delivers stock to a foreign custodian designated by TDCC, the issuer and the foreign custodian shall issue a written statement declaring that they have completed the operations for verification of stock authenticity and cancellation of any prior party (previous holder) record, and shall deliver to TDCC the relevant documents including certification of custody issued by the foreign custodian. The procedures for delivery of the stock into custody by the issuer shall then be deemed complete only after TDCC and the foreign custodian have checked the account entry information and found it to be correct.
    After the issuer has completed the procedures for delivery of the stock into custody under the preceding paragraph, the procedures for distribution by book-entry transfer, unless otherwise provided in these Directions, shall be handled in accordance with the relevant provisions of the TDCC Directions for Distribution of Securities by Book-Entry Transfer.
Article 7     The issuer shall handle all operations for a participant's customer that involve procedures for book-entry transfer of stock in accordance with the laws and regulations of the competent authority, the rules of the TWSE and the TPEx, and the relevant Directions of TDCC.
Article 8     With respect to stock obtained by a foreign shareholder of an issuer before TWSE or TPEx listing or Emerging stock registration, when the foreign shareholder applies for the transfer of such stock from the general custody account, specific custody account, or registration account under the issuer's participant account into the segregated investment account opened by the foreign shareholder at a custodian institution, it shall submit its seal/signature-of-record and the following documents in its application to the issuer:
  1. Application for Adjustment to the Details of Shareholding of a Registration Account (Applicable to a Registration Account).
  2. Application for Transfer of Securities on Deposit under an Issuer Participant Account/Registration Account.
  3. Photocopy of the contract between the foreign shareholder and the custodian.
  4. Photocopy of the certificate of completion of FINI or FIDI registration by the foreign shareholder.
  5. Photocopy of the notice of assignment of FINI or FIDI uniform ID number.
  6. Original of the seal impression/signature card of the FINI or FIDI investment account and foreign investor.
    After the issuer has checked the documents of the preceding paragraph and found them to be without error, it shall do as follows:
  1. For a general custody account or specific custody account, after TDCC has approved the application, the issuer shall duly execute a "Customer Basic Data Amendment" transaction (transaction code 146), to amend the foreign shareholder's national identity card uniform ID number or profit-seeking enterprise ID number to a FINI or FIDI uniform ID number.
  2. For a registration account, the issuer shall execute a "Shareholder Data Registration" transaction (transaction code 670), to add the FINI or FIDI investment account basic data, and then execute a "Registration Account Shareholding Details Adjustment" transaction (transaction code 673), to adjust the entry of the number of shares held under a foreign shareholder national identity card uniform ID number or profit-seeking enterprise ID number to an entry of the number of shares held under a FINI or FIDI investment account uniform ID number.
  3. After executing the transactions of the preceding two subparagraphs, the issuer shall execute a "Transfer of Securities on Deposit under an Issuer Participant Account/Registration Account" transaction (transaction code 671) to notify TDCC.
    After TDCC receives the notice under the preceding paragraph, it will transfer the stock from the general custody account, specific custody account, or registration account into the investment account opened by the foreign shareholder.
Article 9     With respect to stock duly obtained by an overseas foreign employee of an issuer before TWSE or TPEx listing or Emerging stock registration, when the overseas employee applies for the transfer of such stock from the general custody account, specific custody account, or registration account under the issuer's participant account into the overseas employee collective investment account opened at a custodian by the issuer, it shall submit to the issuer an Application for Transfer of Securities on Deposit under an Issuer Participant Account/Registration Account signed/sealed by the employee. After the issuer has checked the application and found it to be without error, it shall apply to TDCC for the account transfer by submitting an Application by Participant to Conduct a Restricted Online Transaction.
    After TDCC has checked the documents of the preceding paragraph and found them to be without error, it will notify the issuer to execute a "Transfer of Securities on Deposit under an Issuer Participant Account/Registration Account" transaction (transaction code 671) to notify TDCC. After TDCC receives the notice, it will transfer the stock from the general custody account, specific custody account, or registration account into the issuer's overseas employee collective investment account.
    The term "employee" in paragraph 1 does not include company insiders such as shareholders who hold more than 10 percent of the shares of the issuer.
Article 10     If an issuer's directors, supervisors, or specified shareholders are required to place stock in the centralized securities depository for a certain period pursuant to regulations, the issuer shall comply with the relevant provisions of the Directions for the Handling by an Issuer of Central Custody and Book-Entry Transfer Operations for Securities in Specific Custody Accounts.
Article 11     For stock which an issuer has registered with TDCC in dematerialized form, or certificated stock in custody with a foreign custodian, TDCC will decline to process applications by participants for withdrawal.
Chapter III Corporate Action Related Services
Article 12     For processing the issuer's corporate action related services, the issuer shall designate a transfer agent located in the same area as TDCC.
    Before its stock is listed on the TWSE or TPEx or registered for trading as an Emerging stock, the issuer shall notify TDCC of information including the entity name and place of business of the transfer agent. If and when the issuer changes its transfer agent or the transfer agent changes its place of business, it shall notify TDCC within 3 days after making the decision; it shall do the same if and when the transfer agent and the issuer terminate the engagement for handling of corporate action related services.
Article 13     The issuer shall appoint an agent for litigious and non-litigious matters within the territory of Taiwan, to do any acts and things necessary for the issuer to comply with the securities laws and regulations of Taiwan, the relevant requirements of TDCC, and to give and receive notice on behalf of the issuer. If there is any change in the agent, the issuer shall promptly notify TDCC of the change.
Article 14     When the issuer gives public notice of book closure because of matters such as convening of a shareholders meeting or distribution of dividends, bonus, or other interests, it shall notify TDCC of the cause, period, and reasons for the book closure, and shall do the same in the event of any change thereto.
Article 15     If the issuer's stock is delisted by the TWSE or its trading on the TPEx is terminated by the TPEx, unless otherwise provided by the laws and regulations of the country of registration applying to the stock, TDCC may designate the date for termination of registration of dematerialized stock or the record date for exchange for certificated stock, and notify the issuer to carry out matters in connection with the exchange of the stock.
Article 16     TDCC shall notify the issuer of information on the owners of the stock on the business day preceding the date of termination of registration or the record date of exchange, including the name of the individual or corporate shareholder, national ID number or uniform ID number as a profit-seeking enterprise or tax withholding entity, domicile or residence, numbers of shares held, and any information concerning trust registration, pledge, or court-ordered attachment of the shares.
    The issuer shall complete matters in connection with the exchange for and printing and delivery of stock certificates within 30 days from the date of termination of registration or the record date of exchange.
    After the exchange for stock certificates under the preceding paragraph has been completed, TDCC shall notify all participants by letter, and the participants shall forward the notice to their customers.
Article 17     The exchange, printing, delivery, and withdrawal of stock certificates shall be handled in accordance with the relevant provisions of the TDCC Directions for Registration and Book-Entry Transfer Operations by Issuers for Securities Issued in Dematerialized Form.
Chapter IV Supplementary Provisions
Article 18     Fees will be charged in accordance with the TDCC fee-charging standards for services by TDCC of registration of an issuer's stock issued in dematerialized form, custody of certificated stock, delivery/distribution by book-entry transfer, and other book-entry transfer operations.
Article 19     Any matters on which these Directions are silent shall be governed by the TDCC Operating Rules and other applicable provisions.
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