Regulations Governing Securities Firms Article 31-3

A securities firm engaging in proprietary trading of foreign securities or engaging in foreign derivative financial product transactions may not engage in margin transactions.When a securities firm engages in trading or transactions mentioned in the preceding paragraph with any overseas affiliated enterprise, the terms and conditions thereof may not be more favorable than those offered to other similar counterparties, nor may there be any non-arm's length circumstances, and, except in cases where the securities firm is engaging the overseas affiliated enterprise to trade or transact on its behalf, the securities firm shall comply with the following provisions:1. Such trading or transactions shall be limited to proprietary trading of foreign bonds and engaging in foreign derivative financial product transactions.2. Such trading or transactions may be done only with the approval of not less than three-quarters of the directors in attendance at a board meeting attended by not less than two-thirds of the directors. However, for cases in which the following conditions are met, the securities firm may draft internal operational rules and, by an aforesaid board resolution, generally authorize the management to engage in such trading or transactions in accordance with those operational rules:A. The counterparty to the trade or transaction is an overseas affiliated enterprise that is registered in a jurisdiction that is supervised by a signatory member of the International Organization of Securities Commissions (IOSCO) Multilateral Memorandum of Understanding (MMoU), and holds relevant financial business licenses and is supervised by a competent authority of that jurisdiction.B. The instruments traded or transacted have an open market price, or the monetary amount of the trade or transaction is not material.3. Unless the securities firm is concurrently operated by a financial institution and subject to other relevant laws or regulations, it shall comply with the following provisions:A. The total balance of its trades and transactions with any single overseas affiliated enterprise may not exceed 10 percent of the securities firm's net worth.B. The total balance of its trades and transactions with all overseas affiliated enterprises may not exceed 20 percent of the securities firm's net worth."Affiliated enterprise" in the preceding paragraph shall be as defined in the Affiliated Enterprises chapter of the Company Act.
中文原文 證券商管理規則第31-3條
證券商自行買賣外國有價證券及從事外國衍生性金融商品交易,不得從事信用交易。
證券商與海外關係企業進行前項買賣或交易,其條件不得優於其他同類對象或有不合營業常規之情事,除委託海外關係企業為其買賣或交易者外,應依下列規定辦理:
一、以自行買賣外國債券及從事外國衍生性金融商品交易為限。
二、應經董事會三分之二以上董事出席及出席董事四分之三以上同意辦理。
但符合下列條件者,得研擬內部作業規範,並依上開決議概括授權經理部門依該作業規範辦理:
(一)買賣或交易對象為註冊於國際證券管理機構組織(IOSCO)多邊瞭解備忘錄(MMoU)簽署會員地,領有金融業務執照且受當地主管機關監理之海外關係企業。
(二)買賣或交易標的具有公開市價,或買賣或交易金額非屬重大。
三、除金融機構兼營者依有關法令規定外,應依下列規定辦理:
(一)與單一海外關係企業之買賣及交易總餘額不得超過證券商淨值之百分之十。
(二)與所有海外關係企業之買賣及交易總餘額不得超過證券商淨值之百分之二十。
前項所稱關係企業,適用公司法關係企業章之規定。

English translation for reference only; the Chinese text prevails. Not legal advice.