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Newsletter No026

Main Content

Newsletter No: 026

July 15, 2006

I. News and Events   (Chinese)

 

  1. Improvement of securities underwriting system by adoption of reforms to enhance reasonable pricing
    To resolve the problems in underwriting practices and enhance the overall soundness of the underwriting system, the Financial Supervisory Commission (FSC) introduced a package of reforms, including measures that make pricing more reasonable, measures studied the Hong Kong IPO system that provide a flexible range of public subscription ratios from 10 percent to 30 percent, depending on oversubscription levels, and shorten the underwriting time frame for listing on the fifth business day after the pricing date to enhance fairness and reasonableness in allocations.
  2. Issuance of the Regulations Governing Securities Firms in Handling Securities Business Money Lending
    In order to expand the business scope of securities firms, to satisfy the variant trading demands from all types of investors, and to enhance securities firms' competitiveness, the FSC issued the Regulations Governing Securities Firms in Handling Securities Business Money Lending on 12 June 2006, allowing securities firms to carry out money lending in connection with securities business.
  3. Approval of Cash borrowed from securities firms by offshore overseas Chinese and foreign nationals for settlement of listed or OTC securities
    For settlement needs of purchasing exchange-listed or OTC-listed securities, offshore overseas Chinese and foreign nationals may finance their purchases with a loan from a securities firm, and will not be subject to Article 21, paragraph 1, subparagraph 3 of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals, which otherwise prohibits such parties from providing loan collateral. In addition, an offshore overseas Chinese or foreign national borrowing funds to engage in the aforementioned transactions shall comply with the Regulations Governing Securities Firms in Handling Securities Business Money Lending and other applicable provisions, while the investor's custodian institution shall record the information as required in Article 22 of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals, and shall report the information within ten days after the end of each month to the FSC as well as the Foreign Exchange Department of the Central Bank.
  4. Adoption of the Regulations Governing Securities and Futures Holding Enterprises and the Regulations Governing Over-the-Counter Trading Enterprises
    On 27 June 2006, the FSC issued the Regulations Governing Securities and Futures Holding Enterprises and the Regulations Governing Over-the-Counter Trading Enterprises. The two regulations were adopted respectively pursuant to Article 18 of the Securities and Exchange Act and Article 82 of the Futures Trading Act. The Taiwan Stock Exchange and other securities- and futures-related organizations will establish a holding company by undertaking a share exchange pursuant to those regulations, which will also serve as the basis of management by the competent authority.?
  5. Amendment to selected provisions of the Rules Governing Stock Exchange, Rules Governing Centralized Securities Depository Enterprises, Rules Governing Management of the Futures Exchange, and Rules Governing Futures Clearing Houses
    The FSC has amended selected provisions of the Rules Governing Stock Exchange, Rules Governing Centralized Securities Depository Enterprises, Rules Governing Management of the Futures Exchange, and Rules Governing Futures Clearing Houses, regarding those regulations that required a minimum allocation of special reserves at each of the above enterprises. In order to avoid the overallocation of earnings that might result in idle fund, the FSC therefore deleted the requirements of minimum ratios for special reserves, while also providing that special reserves may be used for FSC-approved purposes.


  6. Issuance of the Regulations Governing the Qualification Requirements and Professional Development for Principal Accounting Officers of Issuers, Securities Firms and Stock Exchanges and the Regulations Governing the Approval of Professional Development Institutions for Principal Accounting Officers of Issuers, Securities Firms and Stock Exchanges
    In order to raise standards of professional and enhance the quality of information, the competent authority was authorized by Article 14, paragraph 4 of the Securities and Exchange Act, promulgated on 11 January 2006, to adopt new measures related to the qualifications of principal accounting officers and their professional development. The FSC thus on 8 June 2006 issued the Regulations Governing the Qualification Requirements and Professional Development for Principal Accounting Officers of Issuers, Securities Firms and Stock Exchanges and the Regulations Governing the Approval of Professional Development Institutions for Principal Accounting Officers of Issuers, Securities Firms and Stock Exchanges.?

    Principal features of the Regulations Governing the Qualification Requirements and Professional Development for Principal Accounting Officers of Issuers, Securities Firms and Stock Exchanges include the prescription of both positive and negative qualifications for principal accounting officers, and provisions allowing currently active principal accounting officers who do not meet the new requirements to undergo substitute training to meet the qualification requirements. These regulations also provide reporting and administrative mechanisms for changes in principal accountants and the status of their professional development.

    The Regulations Governing the Approval of Professional Development Institutions for Principal Accounting Officers of Issuers, Securities Firms and Stock Exchanges is primarily concerned with regulating the qualification requirements for development institutions and the lecturers who teach there, and the methods of reporting information regarding courses offered to principal accounting officers and course hour requirements. By means of enhancing the continuing professional development of principal accounting officers, the abovementioned subordinate regulations would be helpful in raising their professionalism and thereby enhance the quality of information released in financial reports.
  7. Attending the 31st Annual Conference of The International Organization of Securities Commissions (IOSCO)
    Acting FSC Chairman Lu Daung-Yen headed an FSC delegation attending the 31st Annual Conference of the International Organization of Securities 1.Commissions on June 5-8, 2006 in Hong Kong. The delegation included Wu Tang-Chieh, Director General of the FSC Securities and Futures Bureau, as well as attendants from other securities-related organizations. The delegation made several concrete achievements, including the following:
    Conducting an Exchange of Letters with the Netherlands Authority for the Financial Markets, and signing a Memorandum of Understanding with the Capital Markets Board of Turkey. As a result, the number of cooperation agreements that Taiwan has signed with overseas securities and futures supervisory authorities has now increased from 19 to 21.

2.At a gathering of the IOSCO Asia-Pacific Regional Committee, the delegation noted that Taiwan frequently holds securities-related conferences and annually invites noted experts and scholars to Taiwan to take part in the Taipei Corporate Governance Forum in an active effort to promote corporate governance and enhance the skills of securities industry personnel.

The delegation invited securities authorities from other countries to come to Taiwan to participate in the seminar of International Accounting Standards on 4 October this year (2006).

 

 

 

 

 

 

 

Information on the prosecution of major securities law violations and related judgments is provided with English and Chinese versions at the website of the Securities and Futures Bureau of the Financial Supervisory Commission, Executive Yuan: http://www.sfb.gov.tw/intro_index.asp .

 

 

 

II.Market Wrap-up

As of the end of June, 689 companies were listed on the Taiwan Stock Exchange, a decrease of 2 against the previous month. The total capital issued was NT$ 5,408.41 billion, a increase of NT$2.09 billion over the preceding month, and the market capitalization was NT$ 16389.16 billion, a decrease of NT$352.71 billion over the preceding month
As of the end of June, 523 companies were listed on the GreTai Securities Market, an increase of 4 against the previous month. The total capital issued was NT$ 681.66 billion, an increase of NT$8.09 billion against the preceding month, and the market capitalization was NT$ 1,418.01 billion, a decrease of NT$109.42 billion against the previous month. ?
In June, the trading value of shares on the Taiwan Stock Exchange was NT$ 2,007.32 billion, an decrease of NT$788.69 billion over the previous month, while the trading volume was 56.31 billion shares, an decrease of 32.68 billion shares compared with the previous month.
As of the end of June, the accumulated net inward remittance of foreign investors was US$ 119.73 billion, a decrease of US$17.74 billion over May. There are currently 142 securities firms, 22 futures commission merchants, 45 securities investment trust enterprises and 192 securities investment consulting enterprises.

III. Measures related to futures trading, please refer to the website of Taiwan Future Exchange (http://www.taifex.com.tw/chinese/home.htm)

IV. Q&A

 

 

 

  1. Investment quotas for foreign investors
    Under the newly amended Regulations Governing Investment in Securities by Overseas Chinese and Foreign Investors, foreign investors are divided into two categories: foreign institutional investors (FINIs) and foreign individual investors (FIDIs). While FIDIs are subject to a US$5 million investment quota, FINIs are free of an upper limit on investment. However, in a few specific industries foreign investors are still subject to investment ceilings under relevant acts or regulations.
  2. Investment scope for offshore foreign investors
    The scope of investment in Taiwan securities markets open to offshore foreign investors is as follows:

    1.Stocks, bond conversion entitlement certificates, and Taiwan Depositary Receipts issue privately placed by listed, over-the-counter (“OTC”), or emerging-stock companies.
    2.Securities investment trust fund beneficiary certificates placed publicly or privately.
    3.Government bonds, financial bonds, ordinary corporate bonds, convertible corporate bonds, and corporate bonds with warrants.
    4.Beneficial securities placed publicly or privately by trustee institutions, or asset-backed securities placed publicly or privately by special-purpose companies.
    5.Call warrants and Put warrants.
    6.Other securities approved by the competent authority for the securities industry, such as underwritten call/put warrants in IPO prior to initial listing, real estate investment trust beneficial securities and real estate asset trust beneficial securities placed publicly or privately, listed/GTSM beneficiary certificates, open-ended beneficiary certificates, underwritten stocks in IPOs prior to initial GTSM listing and underwritten GTSM stocks in rights offerings, beneficiary certificates prior to initial listing, NT dollar bonds issued in Taiwan by international financial organizations, and preferred shares issued by listed/GTSM companies and private securities trust funds placed by SITEs.

    Additionally, Funds that have been duly and timely remitted into Taiwan for the purchase of domestic securities and that have not yet been invested may be used as follows (with the total value of such use not to exceed 30 percent of the amount remitted in, except in the case of outright bond trading):

    1.Investment in government bonds, time deposits, and money market instruments; trading of NTD interest-rate derivatives on over-the-counter.
    2.Investments in NT dollar time deposits shall be limited to duration of three months, with a one-time extension of three months allowed at expiration.
    3.Investments in money market instruments, limited to bills within 90 days of expiration
  3. Requirements over the outward remittance of investment principal, capital gains and the other investment gains by foreign investors.


    1.After receiving permission to invest in Taiwan, foreign investors may apply to remit investment capital and investment earnings out of the ROC. However, outward remittances of capital gains and stock dividends may be made from realized earnings only.
    2.Applications for foreign exchange remittance for investment capital and earnings shall be handled in accordance with the Act for the Regulation of Foreign Exchange (under the purview of the Central Bank).
    3.When a foreign investor intends to repatriate investment earnings, the investor's agent or representative shall submit documents evidencing the filing of a tax return and payment of taxes by an agent/representative approved by the tax authorities and carry out exchange settlement in accordance with the Act for the Regulation of Foreign Exchange; however, during a period when assessment of ROC income tax on capital gains from securities transactions is suspended, the agent or representative may submit a tax clearance certificate from the tax authorities and carry out exchange settlement in accordance with the Act for the Regulation of Foreign Exchange.

  4. Exercising shareholder's rights for offshore foreign investors


    1.The voting rights of a foreign institutional investor outside of Taiwan ("offshore foreign institutional investor") holding shares in a public company in Taiwan may be exercised as follows:
    (1)Exercise electronically or by means of a written form in accordance with Article 177-1 of the Company Act;

    (2)Exercise through appointment of a company conforming to Article 3, paragraph 2 of the Regulations Governing Handling of Stock Affairs by Public Companies;

    (3)Exercise through appointment of a domestic agent or representative to exercise voting rights at the shareholder meeting;

    (4)Exercise through an appointment by the domestic agent or representative, as authorized by the offshore foreign institutional investor, of a party other than the domestic agent or representative to exercise voting rights at the shareholder meeting;



    2.An offshore foreign institutional investor that appoints a company as indicated in point 2 of the preceding paragraph or a person as indicated in points 3 and 4 therein to exercise voting rights at a shareholder meeting shall in each case clearly indicate in the letter of appointment its instructions regarding the exercise of voting rights on each proposal.
    3.An offshore foreign institutional investor may not give a proxy form issued by the public company to a proxy solicitor or proxy agent.

  5. Restrictions on investment of money market instruments for offshore foreign investors
    The government's opening of Taiwan’s securities market to offshore foreign investors is primarily oriented toward drawing investment into securities on the centralized exchange market. Investing in money market instruments is purely for short-term cash management needs. The cap of 30 percent should be sufficient for this purpose. Therefore, currently there are no plans to raise the ceiling.
  6. Prefunding Issues in Taiwan

    1.Domestic financial institutions in Taiwan since 4 May 2004 have been allowed to provide intraday credit to foreign investors to assist foreign investors who, due to time differences, are unable to make timely remittance of funds to complete settlement.
    2.Some Taiwan securities firms instituted their own requirement on foreign investors to provide settlement funds in advance (i.e., prefunding) when they place an order, causing inconvenience to foreign investors. A late settlement system has therefore been adopted for foreign investors to postpone settlement until 6 p.m. of the third business day after the date of the trade under certain circumstances, such as a discrepancy between holidays in different time zones, interruptions in telecommunications or natural disaster.? The deadline for securities firms to report default by foreign investors shall be expended to the third business day after the date of the trade.
    3.The TSEC has amended Article 76 of the Operating Rules of the Taiwan Stock Exchange Corporation on August 1, 2005, repealing the provision that an investor may not open an account and engage in trading for a period of three years after a conclusive finding of settlement default.
    4.The FSC allowed Overseas Chinese and Foreign Nationals borrowing funds from securities firms for settlement engaging in trading securities.
  7. Disclosure of the investment positions of foreign investors
    The FSC does not disclose investment information of individual foreign investors, but foreign investors are nevertheless obligated to comply with reporting requirements.
  8. Locking period of stocks
    The trading of stocks held by foreign investors is not subject to a "locking period".
  9. Off-exchange transactions

    1.Article 150 of the Securities and Exchange Act provides that trading of listed securities shall be conducted on a centralized securities trading market operated by a stock exchange. However, paragraph 4 of the same Article empowers the Competent Authority to make provisions for permitting off-exchange transactions in exceptional situations. For example, a foreign investor who has received approval from the Investment Commission of the Ministry of Economic Affairs under the Act Governing Investment by Foreign Nationals to transfer assets to another foreign investor may do so through off-exchange trading. Many foreign investors have invested in Taiwan stocks through such off-exchange channels over the years.
    2.Under current law, securities listed on the GreTai Securities Market (GTSM) can be traded off-market. But, in those cases of securities for which the relevant authorities have duly set a foreign investment ceiling in accordance with law, foreign investors (who must have obtained approval or registration in accordance with the Regulations Governing Securities Investment by Overseas Chinese and Foreign Investors) are required to trade such securities through the GTSM trading system. However, only a very few OTC stocks are subject to this requirement. Most GTSM stocks can also be traded by foreign investors via price negotiation at the business places of securities firms.
    3.After each market close, the TSEC also provides auction and tender offer systems in which securities prices are negotiable to satisfy various investors’ demands.?
  10. Foreign ownership restrictions
    Taiwan lifted limits on total/individual foreign shareholding in public companies from 30 December 2000. Applicable acts and regulations may in a few instances limit the percentage of equity holdings by foreign nationals in companies in certain industries (such as postal industry, telecommunications, and shipment) to meet policy needs related to national interests in the economic, social, or cultural spheres. Most developed countries have similar policies, and the practice in Taiwan is in line with developed-market standards.
  11. Odd-lot trading
    In the past, offshore foreign investors were permitted to sell stocks in odd lots, but not to buy them. To meet the varied trading and investment demands of foreign investors, the FSC announced on 22 July 2005 that offshore foreign investors are also permitted to buy odd lots.
  12. Permission for asset transfers between offshore foreign investors with different ID numbers but where the final beneficiary is the same person

    1.A foreign investor may open multiple depositary accounts in Taiwan, as long as each account bears the same investor registration number. Assets may be transferred freely between such accounts, without the need for a buy-sell process.
    2.The FSC further announced that transferring of assets accounts involved belonging to the same final beneficiary legal entity and there is no violation of off-exchange trading rules. Moreover, the FSC has eased rules relating to signing documents by a great number of final beneficiaries.
  13. Evaluation of the MSCI revision of the Limited Investability Factor
    Morgan Stanley Capital International (MSCI) raised the Limited Investability Factor (LIF) applied to the MSCI Taiwan Index to 1 from the former 0.75 effective after market close on 31 May. This adjustment has raised the international standing of Taiwan's securities market and pushed Taiwan into the top spot in the MSCI Emerging Markets (EM) Index, and has helped to boost investor interest in Taiwan stocks, attract a stronger influx of foreign capital, and enliven and expand Taiwan's securities markets.
  14. Reformation for FTSE

    1.In its list of country classifications announced in September 2004, the FTSE Group upgraded Taiwan and South Korea from its Provisional Watch List for Developed Markets to its Watch List for Developed Markets. In response, the FSC formed a special working group in November 2004 to study and launch further market reforms in Taiwan, and held an overseas roadshow in Hong Kong, Singapore, London, New York, Boston, London, and Edinburgh in May 2005.
    2.To support an upgrade of Taiwan's securities market to Developed Market status, the FSC has launched a series of improvements aimed at further deregulating and internationalizing the market. For example: introducing a settlement grace period mechanism for foreign investors, easing requirements for foreign investor participation in the securities borrowing and lending system, streamlining the foreign investor registration system, simplifying asset transfers between foreign investors with different ID numbers, relaxing off-exchange trading systems, as well as completely opening foreign investors to engage in futures transactions for hedging and non-hedging purposes and allowing to trade through individual accounts or omnibus accounts.

 

 

 

 

 

 

 

 

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