Article 19 Upon examining application documents submitted by an issuer and finding that there is any inconsistency with the requirements for registration for TPEx trading, or if any material irregularity is present in the audit conclusions of the Checklist submitted by the lead advisory recommending securities firm, the TPEx shall prepare a clearly expressed statement disapproving the registration of its stock for TPEx trading, and reject the application after receiving signed ratification internally.
| Article 1 |
Upon receiving a letter of approval issued by the TPEx in favor of the registration of its stock for TPEx trading, an issuer shall process the following matters with the TPEx within 2 business days:
- Pay the TPEx trading fees; and
- Submit other necessary documents specified by the TPEx.
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| Article 2 |
A securities firm that engages in futures introducing broker business ("futures introducing broker") is a futures service enterprise and shall obtain permission from the Financial Supervisory Commission (FSC).
Applicants to become futures introducing brokers shall be limited to those engaging in securities brokerage business.
A securities firm concurrently engaging in futures brokerage business shall not apply to conduct futures introducing broker business.
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| Article 3 |
When a domestic issuer issues additional new shares of common stock and allocates a certain ratio of the shares for public sale to outside parties, with the exception of the public sale conducted for an initial TPEx (or TWSE) listing, the domestic issuer shall apply to the TPEx for issuance of an opinion letter by submitting an Application for Opinion on TPEx Trading of New Shares of Emerging Stock Issued for Capital Increase (Attachment 4) and relevant documents to the TPEx, and, after effective registration with the competent authority, the new shares will be traded on the TPEx from the date on which they are delivered to shareholders. If there is no allocation of a certain ratio of the new shares for public sale to outside parties, after effective registration with the competent authority, the new shares will be traded on the TPEx from the date on which they are delivered to shareholders. The domestic issuer shall, 2 business days before the new shares are traded on the TPEx, submit a filing and upload relevant documents on the TPEx-designated Internet information reporting system and pay the TPEx trading fee.
A domestic issuer shall submit a filing and upload relevant documents on the TPEx-designated Internet information reporting system for any subscription of or conversion into shares of common stock of a type already traded on the TPEx through the exercise of any preferred shares with warrants, convertible preferred shares, corporate bonds with warrants, or convertible corporate bonds offered and issued by it.
The filed documents in the preceding two paragraphs, after confirmed by the TPEx, shall be deemed a part of the Contract for TPEx Trading of Emerging Stock.
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| Article 4 |
A futures introducing broker shall engage in the solicitation of futures business in the name of its mandating futures commission merchant, and the provisions of Article 7 and Article 8 of the Regulations Governing Futures Commission Merchants shall apply mutatis mutandis.
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| Article 5 |
When a futures introducing broker accepts the account opening of a futures trader on behalf of a futures commission merchant, the provisions of Article 25, Article 28, and paragraph 2 of Article 30 of the Regulations Governing Futures Commission Merchants shall apply mutatis mutandis. In addition, it shall -
- conduct credit investigation on futures traders; and
- prior to accepting account opening of a futures trader, provide the brokerage contract, risk disclosure statement, documents with explanations on the rights and obligations between the futures introducing broker and the futures trader, and other account-opening information etc., assign registered qualified associated person to explain in detail to the futures trader the relevant rights, obligations, and risks, and acquire a statement from the futures trader that he/she has been fully advised of, read, and understood the same before a brokerage contract can be entered; the relevant information shall be delivered to the futures trader to be signed or sealed and dated for custody and submitted to the mandating futures commission merchant for confirmation and for its signature or seal.
When a mandating futures commission merchant confirms and signs or seals the relevant information regarding account opening of a futures trader pursuant to subparagraph 2 of the preceding paragraph, it shall follow the relevant futures laws and regulations.
The TPEx may disqualify a recommending securities firm in the event that any of the following circumstances occur:
- It loses any qualification as a securities underwriter, a securities broker, or a securities dealer.
- For reasons relating to underwriting business, it is subject to a disposition or sanction of business suspension or of greater severity by the competent authority under the Securities and Exchange Act or related rules, or by the Taiwan Stock Exchange Corporation under its Operating Rules or related rules, or by the TPEx under its Trading Rules or related rules.
- Its regulatory capital adequacy ratio has failed to reach 150 percent for 3 consecutive months.
- Any of the circumstances enumerated in Article 10 of these Rules.
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| Article 6 |
When a futures introducing broker accepts a futures trading order from a futures trader and delivers the same to the mandating futures commission merchant for execution, the provisions of Article 30, and Article 32 through Article 36 of the Regulations Governing Futures Commission Merchants shall apply mutatis mutandis.
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| Article 17 |
The brokerage contract entered into by a futures introducing broker with a futures trader on behalf of a mandating futures commission merchant shall contain a provision expressly setting forth that the futures introducing broker shall be jointly and severally liable with the mandating futures commission merchant for the damages arising out of its execution of the businesses under paragraph 1 of Article 3 herein.
The futures introducing broker shall confirm the provision in the brokerage contract referred to in the preceding paragraph and affix its signature or seal thereon.
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| Article 8 |
The lead advisory recommending securities firm shall, by the end of each month during the period of the issuer's Emerging Stock registration, file the issuer's Short-Form Checklist through the TPEx-designated Internet information reporting system, and submit it along with the relevant materials to the TPEx in writing. However, if it is assessed that there has not in the current month been any material event listed in the Short-Form Checklist, it is merely required to file the findings of its monthly examination through the aforesaid reporting system, and is not required to submit the Short-Form Checklist through the reporting system and in writing.
Before the issuer's TPEx listing application, the lead advisory recommending securities firm shall file at least two months of the Financial or Operational Material Event Checklist (Long-Form) for the issuer (the "Long-Form Checklist; see Table 1-1), and shall on an ongoing basis submit the filing by the end of each month through the TPEx-designated Internet information reporting system, and submit it along with the relevant materials to the TPEx in writing, and shall continue to do so until the issuer is listed on the TPEx. Beginning from the date of the issuer's TPEx listing application, if the lead advisory recommending securities firm assesses that there has not in the current month been any material event listed in the Long-Form Checklist, it is merely required to file the findings of its monthly examination through the aforesaid reporting system, and is not required to submit the Long-Form Checklist through the reporting system and in writing.
Beginning from the time the lead advisory recommending securities firm files the Long-Form Checklist pursuant to the preceding paragraph, the provisions of paragraph 1 shall no longer apply.
The lead advisory recommending securities firm shall immediately file with the TPEx through the TPEx-designated Internet information reporting system upon the occurrence of any material event listed in the Checklist, and furthermore within 5 days from the filing date shall complete its audit and report its audit findings to the TPEx through the TPEx-designated Internet information reporting system and by formal letter with the relevant materials attached.
When preparing a Checklist pursuant to these Rules, the lead advisory recommending securities firm shall, based on the listed check items and required assessment period, obtain relevant materials to carry out audit procedures, and shall truthfully and completely fill in the results of the audit, compile them into bound volumes together with the relevant working papers, and safekeep them. The TPEx may conduct sampling inspections of these materials from time to time.
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| Article 9 |
A futures introducing broker shall adopt a system of internal controls in accordance with the FSC's Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets and the standards and regulations governing internal control systems at securities firms operating as futures introducing brokers as provided for by the futures exchange and other institutions related to futures trading.
A futures introducing broker shall operate in accordance with laws and regulations, its articles of incorporation, and the internal control systems referred to in the preceding paragraph.
The internal control system adopted in accordance with paragraph 1 and any amendments thereto shall be reported to the board of directors for their approval, and a copy retained for inspection; when the FSC or other futures-related institution issues notification for an amendment to the internal control system, the amendments shall be made within the prescribed time limit.
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| Article 20 |
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| Article 9-2 |
Any securities firm that has signed an advisory contract with the issuer during the period of the issuer's Emerging Stock registration is also required to serve as a recommending securities firm of the issuer.
In the event of any change in the advisory status of an issuer's advisory recommending securities firm, the advisory recommending securities firm in which the change occurs shall report the matter to the TPEx through the TPEx-designated Internet information reporting system.
In the event of any change to the lead advisory recommending securities firm, the newly appointed lead advisory recommending securities firm shall hold at least 1 percent of the issuer's total TPEx traded shares as of the time of the change; provided that if 1 percent of the total TPEx traded shares as of the time of the change exceed 500,000 shares, it shall hold at least 500,000 shares.
In the event of any change to the lead advisory recommending securities firm, the former lead advisory recommending securities firm shall report to the TPEx by letter, explaining the reason for terminating its capacity as lead advisory recommending securities firm and its material findings during the advisement period.
In the event of any change to the lead advisory recommending securities firm, the issuer shall undergo advisement from the newly appointed lead advisory recommending securities firm, and may not submit its application for TPEx listing (or TWSE listing) until a further 6 months or more of TPEx trading as an Emerging Stock has elapsed.
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