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.
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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.
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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.
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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.
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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:
- Application for Adjustment to the Details of Shareholding of a Registration Account (Applicable to a Registration Account).
- Application for Transfer of Securities on Deposit under an Issuer Participant Account/Registration Account.
- Photocopy of the contract between the foreign shareholder and the custodian.
- Photocopy of the certificate of completion of FINI or FIDI registration by the foreign shareholder.
- Photocopy of the notice of assignment of FINI or FIDI uniform ID number.
- 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:
- 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.
- 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.
- 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.
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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.
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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.
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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.
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