| 1 |
The undersigned, ___________________ ("Party A") and ___________________ ("Party B"), hereby agree to enter into this Agreement with respect to repurchase/resale (RP/RS) transactions of the parties, and agree to abide by the terms and conditions as follows:
Article 1
Definition of terms in this Agreement:
- Repurchase/resale Transaction (below, "RP/RS Transaction"): A transaction in which the buying and selling parties agree that the buyer pays a purchase price to the seller and the seller delivers bonds to the buyer, and also stipulate that, on a specific date or at the request of one party and with the consent of the other party, the buyer will resell and deliver the underlying bonds, or bonds of the same type and quantity, to the seller.
- Individual RP/RS Transaction Agreement (below, "Individual Agreement"): An agreement established between the two parties, subject to the terms and conditions of this Master Agreement, for a specific RP/RS Transaction.
- Trade Date: The date on which an Individual RP/RS Transaction Agreement is established.
- Purchase Date: The date stipulated between the two parties on which the buyer receives the underlying bonds from the seller.
- Resale Date: The date stipulated between the two parties on which the buyer resells the underlying bonds or bonds of the same type and quantity as the underlying bonds.
- Purchase price: The price stipulated between the two parties to be paid by the buyer to the seller on the Purchase Date in order to receive the underlying bonds.
- Resale Price: The price stipulated between the two parties for resale of the underlying bonds from the buyer to the seller on the Resale Date.
- Underlying Bonds: The bonds stipulated between the two parties to be delivered by the seller to the buyer on the Purchase Date.
Article 2
Before the Resale Date, either party may, after obtaining the consent of the other, terminate the Individual Agreement on a specific date, in which case the date of termination of the Individual Agreement is the Resale Date, provided that compensation shall be made to the other party for any losses resulting from such early termination.
Article 3
Prior to the Resale Date, ownership of the underlying bonds rests with the buyer.
Article 4
On the Purchase Date the seller shall deliver the underlying bonds to the buyer, and the buyer shall pay the price to the seller; on the Resale Date the buyer shall resell the underlying bonds to the seller, and the seller shall pay the Resale Price to the buyer.
Article 5
If either party is a securities firm, the delivery method of the underlying bonds shall be in compliance with the Taipei Exchange Rules Governing Securities Trading on the TPEx and the Taipei Exchange Rules Governing Bond Repurchase and Reverse Purchase Transactions on Over-the-Counter Markets, and shall be stipulated in the Individual Agreement.
Article 6
The seller in an Individual Transaction shall warrant that the bonds delivered to the buyer on the Purchase Date are free of any defect or encumbrance that would affect the acquisition of ownership rights by the buyer; the buyer shall warrant that the bonds delivered to the seller on the Resale Date are free of any defect or encumbrance, or anything that would hinder the restoration of ownership rights to the seller.
Article 7
Any of the following circumstances by either party constitutes an event of default:
- The buyer has not paid the Purchase Price to the seller on the Purchase Date, or has not delivered the underlying bonds to the seller on the Resale Date.
- The seller has not delivered the underlying bonds to the buyer on the Purchase Date, or has not paid the Resale Price to the buyer on the Resale Date.
- Either party notifies the other party that it cannot, or is not willing to, perform any obligation with respect to the Individual Agreement.
- Either party is subject to a reorganization, liquidation, dissolution, bankruptcy, merger, temporary suspension of business, or compulsory enforcement such that there is a likelihood of insolvency with respect to any matured debt, or the circumstance of commencing of any of the aforesaid procedures, or refusal of transaction by a clearing house, or voidance by the competent authority of permission for the operation of any relevant business of the company or its branch, or any other material circumstance sufficient to affect the performance of contract between the two parties.
Article 8
If the buyer fails to pay the Purchase Price to the seller on the Purchase Date as stipulated:
- the seller may rescind the given Individual Agreement, and then the obligations by the two parties to pay the price and deliver the securities are immediately terminated; and
- if the seller has delivered the underlying bonds to the buyer, the buyer shall immediately return in full the underlying bonds to the seller; and
- the buyer shall pay to the seller in addition to the Purchase Price as stipulated by such Individual Agreement one day of interest to be calculated based on the interest rate of “________________ (e.g. the prime lending rate of the Bank of Taiwan)”, as monetary compensation for the default.
Article 9
If the seller fails to deliver as agreed upon the underlying bonds to the buyer on the Purchase Date:
- the buyer may rescind the Individual Agreement, and then the obligations by the two parties to pay the price and deliver the securities are immediately terminated; and
- if the buyer has paid the Purchase Price to the seller, the seller shall immediately return in full the Purchase Price to the buyer; and
- the seller shall pay to the buyer in addition to the Purchase Price as stipulated by such Individual Agreement one day of interest to be calculated based on the interest rate of “________________ (e.g. the prime lending rate of the Bank of Taiwan)”, as monetary compensation for the default.
Article 10
If the buyer fails to deliver the underlying bonds to the seller on the Resale Date as stipulated:
- the seller may terminate the Individual Agreement, and then the obligations by the two parties to pay the price and deliver the securities are immediately terminated; and
- if the seller has paid the Resale Price to the buyer, the buyer shall immediately return in full the Resale Price to the seller; and
- the seller may purchase the same type and quantity of bonds on the market as a substitute. If their cost is higher than the stipulated Resale Price, the buyer shall immediately compensate the seller for the difference; if the seller purchases the bonds pursuant to this subparagraph, it shall engage a primary dealer in central government bonds to handle the transaction.
Article 11
If the seller fails to pay as agreed upon the Resale Price to the seller on the Resale Date:
- the buyer may terminate the Individual Agreement, and then the obligations by the two parties to pay the price and deliver the securities are immediately terminated; and
- if the buyer has delivered the underlying bonds to the seller, the seller shall immediately return in full the underlying bonds to the buyer; and
- the buyer may dispose of the underlying bonds on the market. If the price obtained is lower than the originally stipulated Resale Price, the seller shall immediately compensate the buyer for the difference; if the buyer disposes of the underlying bonds pursuant to this subparagraph, it shall engage a primary dealer in central government bonds to handle the transaction.
Article 12
Under the circumstances of either Article 10 or Article 11, the non-defaulting party may demand the defaulting party to pay to the other party, for the period from the Resale Date until the date of the purchase of substituting bonds or disposal of the bonds, interest at the coupon rate of the underlying bonds based on the original face value of the underlying bonds as the principal amount, plus additional interest calculated at the rate of 10 percent, as monetary compensation for the default.
Article 13
When any circumstance under Article 7, subparagraphs 3 to 4 occurs to either party to an Individual Agreement, the other party may notify the defaulting party to terminate this Master Agreement or any Individual Agreement, and may claim damages.
Article 14
In circumstances under Articles 8 to 13, the non-defaulting party may also demand the defaulting party to pay for all necessary related expenses, and may also demand interest, for the period from the payment of the expenses to the receipt of reimbursement, with the expenses as the principle, calculated at the prime lending rate of ______ Bank.
If either party fails to pay or deliver any payable price or deliverable bonds, the other party may, with respect to the unpaid price, demand interest calculated at the prime lending rate of _____ Bank; or the other party may, with respect to the undelivered bonds, demand interest calculated at (e.g., the market price as announced by the Taipei Exchange).
Article 15
The provisions regarding damages under Articles 8 through 14 shall not bar the two parties from separate claims for damages calculated under another method or from seeking remedy by means not expressly stated in the Master Agreement.
Article 16
The terms and conditions of this Master Agreements and of the Individual Agreement constitute the sole lawful and effective evidence of matters stipulated between the two parties, and supercede any agreements between the two parties prior to the execution of these Agreements. In the event of any discrepancy between this Master Agreement and an Individual Agreement, the stipulations of this Master Agreement shall govern.
Article 17
A securities firm shall keep confidential investors’ trading information, provided that this rule does not apply to an inquiry undertaken pursuant to laws and regulations, or instructions of the competent authority, or undertaken by another authority with jurisdiction in accordance with law or regulation or a contract.
Article 18
If Parties A and B are a financial services enterprise and a financial consumer as regulated by the Financial Consumer Protection Act, the parties agree to abide by the following terms and conditions:
- Parties A and B shall abide by the principles of fairness, reasonableness, equality, reciprocity, and good faith in entering into this Agreement. If any provisions are clearly unfair, those provisions shall be invalid. If there is a disagreement over the meaning of any provision, the provision shall be interpreted in favor of the financial consumer. The financial services enterprise, in providing financial products or services, shall exercise the due care of a good administrator.
- A financial services enterprise, in publishing or broadcasting advertisements or carrying out solicitation or promotional activities, shall not engage in falsehood, fraud, concealment, or other conduct sufficient to mislead others, and shall verify the truthfulness of the content of its advertisements. The obligation it bears to financial consumers shall not be less than that presented to financial consumers in the content of the aforementioned advertisements or when conducting the business solicitation or promotional activities. The financial services enterprise may not utilize education and awareness programs to introduce individual financial products or services. The parties further agree that the Regulations Governing Advertising, Business Solicitation, and Business Promotional Activities by Financial Service Enterprises adopted by the competent authority shall be incorporated as a part of this Agreement.
- Before Parties A and B enter into this Agreement, the financial services enterprise shall fully understand the information pertaining to the financial consumer in order to ensure the suitability of the products or services to the financial consumer. The parties further agree that the Regulations Governing Financial Services Enterprises Ensuring the Suitability of Financial Products or Services to Financial Consumers adopted by the competent authority shall be incorporated as a part of this Agreement.
- Before Parties A and B enter into this Agreement, the financial services enterprise shall fully explain the important aspects of the financial products or services, and of the contract, to the financial consumer, and shall also fully disclose the associated risks. The aforesaid explanations and disclosures that the financial services enterprise provides to the financial consumer shall be made in a manner that is fully understandable to the financial consumer, and the content thereof shall include, without limitation, aspects of material significance to the interests of the financial consumer, such as transaction costs, possible gains, and risks. The parties further agree that the Regulations Governing Financial Services Enterprises Explaining the Important Aspects and Disclosing the Risks of Financial Products or Services Before Providing Them adopted by the competent authority shall be incorporated as a part of this Agreement.
- In the event any dispute arises in connection with the performance of the financial consumer agreement, Parties A and B shall, pursuant to the provisions of laws, regulations, and the agreement, consider the public interest, fairness, and reasonableness, and abide by the principles of good faith and cooperation, and make utmost efforts to coordinate and resolve the dispute. The parties further agree to follow the dispute resolution procedures set out in Chapter 3 of the Financial Consumer Protection Act.
Article 19
Any matter not set forth in this Master Agreement shall be governed by the laws and regulations of the Republic of China, or laws, regulations, directives, or rules related to the trading of securities on the TPEx. When any matter arises on which the aforementioned rules and regulations are silent, the parties to this Agreement shall negotiate and settle the matter in good faith.
Article 20
No amendment to this Master Agreement shall take effect except by means of a prior written confirmation signed and/or sealed by both parties.
Article 21
This Master Agreement shall be adopted pursuant to the laws of the Republic of China. Party A and Party B agree that the Taiwan Taipei District Court shall be the competent court of first instance.
This Master Agreement is made by and between:
Party A: (signature/seal)
Party B: (signature/seal)
Date:
|