Search Result

Article Content

 
1     Securities and Futures Commission ( "this Commission"), Ministry of Finance, promulgates these Guidelines in accordance with Article 2 of the Guidelines for Handling Stock Affairs by Public Companies to effectively regulate the quality of the processing of stock service matters so as to maintain the rights and benefits of the shareholders of public company and the safety of securities trading.
2     The stock affairs stated in these Guidelines include the following matters:
  1. The opening of the accounts of shareholders, the change of seals, the change of address, etc.
  2. The registration for transfer of securities, the creation of pledge, the removal of pledge, the reporting of the loss of securities, the cancellation for the reporting of loss of securities, and the operation for the combination and split of securities.
  3. The convening of shareholders meeting.
  4. The delivery of cash dividends and stock dividends.
  5. The matters with regard to the issuance of shares through capital increase with cash.
  6. The conversion, payment of interest, redemption and call option of corporate bonds.
  7. The handling with regard to designating other company to print the securities certificates.
  8. The tax affairs regarding the handling of stock matters.
  9. Dealing the inquiry of shareholders or the relevant stock matters regulated by the government authority.
  10. Other stock affairs approved by the Competent Authorities.
3     At least one of the lead manager and vice manager of the institution serving as the stock service agent shall have practical experience for five years or more in stock affairs. One third or more of the staffs who engage in the stock service matters shall have one of the following qualifications, and the number of such staffs shall not be less than five persons. But if the number of the above mentioned staffs who meet the following qualifications are 20 persons or more, the above said percentage will not apply:
  1. With three years or more practical experience of stock affairs.
  2. The senior associated persons or associated persons of the securities firms.
    Where the company which has listed its stocks on the stock exchange or traded its stocks in the over-the-counter market and deals with the stock affairs by itself, at least one of the lead manager and the vice manager in such company shall have the practical experience of stock matters for three years or more.
    The staffs who meet the criteria set out in the first Paragraph shall be full time employees.
4     A public company which handles the stock affairs by itself or by a stock service agent ("stock affairs department") must equip sufficient staffs and provide appropriate training and management.
    The staffs of the stock affairs department shall participate in the pre-service and in-service training which is held by stock affairs department or an institution designated by this Commission for a set number of hours. The score for the training can be the reference for grading the service, promotion, and the designation of works.
5     The stock affairs department which handles the stock affairs for its own company or as the stock service agent of other companies, and the stocks of such company are listed on the exchange or traded in the over-the-counter market, shall report the basic information of the lead manager and vice manager to the institution designated by this Commission before they implement their duties; in addition, in case of change of the above said persons it shall be reported before the fifteenth day of the month after the change.
6     The facility used for handling the stock affairs in the institution which works as the stock affairs agent for other companies shall comply with the following rules:
  1. The necessary computer facilities and the seal-comparison system shall be equipped.
  2. The vault shall be equipped with the function to prevent fire, water and theft and the "Rules for Management of the Vault" shall be promulgated and executed exactly.
    The Department which handles the stock affairs by itself shall be equipped with the safe storage, and promulgate the "Rules for Management of the Storage " and execute exactly, and be equipped with sufficient hardware facilities.
7     The internal control and internal audit system of the stock affairs department shall include the operation procedure for handling the stock affairs, and the items to be reviewed shall be promulgated, and regular and irregular internal audit shall be conducted by the full-time personnel, and the written document shall be prepared for review.
    The Competent Authority may review the handling and internal control and internal audit operation of the stock affairs department by itself or designating the securities-related institution to do so.
8     The design of computer software in the stock affairs department shall have the function of selection and review automatically. In addition to examining the system periodically and making a backup copy of the files, the company shall preserve the system procedure chart, the explanation for the file structure and system operation. The backup copy of the files shall be stored at a different location.
9     The documents used for stock affairs and the cancelled stock certificates shall be preserved in accordance with the time period specified in the Guidelines for Handling Stock Affairs by Public Companies after Completion of the operation procedure.
10     The stock affairs department shall promulgate the management rules and inventory-checking plan for the securities which the shareholders have not withdrawn and the blank securities which are prepared by the company, and report such rules and plan to this Commission.
11     The stock affairs department must prepare a daily list for the temporarily deposited stocks which are delivered by the centralized depository enterprise to delete the ownership of the previous owner, to combine or to split stocks, or delivered by the shareholders for transfer, to combine, and to split, etc, and appoint the personnel especially to preserve such stocks.
12     The institution which deals with the stock affairs shall, other than the banking institutions which concurrently engage in processing stock affairs and shall be subject to the Banking Law, set up a special account in a bank to receive and pay the assets under its safekeeping, and the money in such account may not be used for other purpose.
13     The company which applies for initial public offering ("IPO") for trading its stocks on the stock exchange or on over-the-counter market ("OTC") shall, before the Listing or the OTC Listing, report and publish the name of the stock affairs department which was established by itself or by other designated institution and the location of the office to the Taiwan Stock Exchange Corporation, ROC Over-The-Counter Securities Exchange or the institution which accepts the recommendation of the securities firms for the reported stocks, and notify Taiwan Securities Centralized Depository Co., Ltd. The same procedure applies to the change of designated stock affairs department or the change of the office location of the stock affairs department.
14     The lead manager, the vice manager, and the staffs of the stock affairs department must execute their duties based on the principle of honesty and creditability.
    The lead manager, vice manager, and the staffs shall not engage in the following activities:
  1. To disclose the secrets obtained from their work in response to an inquiry which is not made based on the law.
  2. To use the information obtained from his or her work before such information becomes public to engage directly or indirectly in the trade of the stocks of the company which entrusted the stock affairs department.
  3. To use without authorization the securities and the spared blank securities or money which the shareholders have not withdrawn or are deposited temporarily.
  4. To reject or delay the shareholders to exercise their rights without just reasons.
  5. To receive, make agreement, or ask for inappropriate benefit from the relevant person.
  6. To engage in dishonest, fraudulent, or other misleading activities while processing stock affairs.
  7. To do other things which violate the laws or regulations.
15     A company which process stock affairs not in conformity with the regulation specified in these Guidelines shall comply with these Guidelines within one year after the implementation of these Guidelines.
16     These Guidelines are implemented form the date of promulgation.