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Article 34
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(Delivery of Stocks or Corporate Bonds)
An issuer shall deliver the share certificates or bond certificates to the subscribers against the aforesaid certificates of payment as referred to in the preceding Article within thirty days from the date such stocks or bonds may be issued pursuant to the Company Act; public announcement shall be made prior to the delivery of such certificates.
The transfer of stock or bond certificates of payment beyond the period specified in the preceding paragraph shall be prohibited.
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Article 40
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(Prohibition of Citing Approval for Offering to Support Promotional Appeals)
Approval of a public offering shall not be used as reference in the promotion as if that the application materials have been verified or that the value of the securities thereof has been guaranteed.
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Article 43-8
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(Conditions for Further Transfer of Privately Placed Securities)
Placees and purchasers of privately placed securities may not resell the securities except under the following circumstances:
- where the privately placed securities are held by persons specified in Article 43-6, paragraph 1, subparagraph 1 and no securities of the same type as said privately placed securities are traded on the centralized securities exchange market or over-the-counter markets, and the securities are transferred to persons of the same qualifications;
- where the privately placed securities are transferred to persons conforming to Article 43-6, paragraphs 1 and 2, at least one full year after the delivery date of the privately placed securities and within three years of said delivery date, subject to the restrictions prescribed by the Competent Authority concerning holding period and trading volume;
- where three full years have elapsed since the delivery date;
- where a transfer occurs by operation of act or regulation;
- where it is a direct private transfer of securities not in excess of one trading unit, and the interval between any two such transfers is not less than three months.
- where otherwise approved by the Competent Authority.
The restrictions on transfers of privately placed securities set forth in the preceding paragraph shall be conspicuously annotated on a company's share certificates, and shall be stated on the relevant written documentation delivered to the placee or purchaser.
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Article 45
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(Restrictions on Concurrent Operations and Investment)
A securities firm shall operate within the business categories as authorized under Article 16, and may not operate securities business beyond the authorized scope, provided that with the approval of the Competent Authority, this restriction shall not apply.
A securities firm shall not be operated concurrently by other businesses; however, a financial institution with approval from the Competent Authority shall be allowed to concurrently operate securities business.
A securities firm shall not invest in another securities firm except with the approval of the Competent Authority.
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Article 46
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(Distinguishing Between Concurrently Operated Types of Trading)
A securities firm concurrently operating the business of a securities dealer and a securities broker pursuant to the proviso of paragraph 1 of the preceding Article shall indicate on written documents for every transaction whether such transaction is made for its own account or for its customers.
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Article 50
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(Company Nomenclature of Securities Firms)
The name of a securities firm shall indicate clearly the word "securities." A financial institution which operates securities business under the proviso of paragraph 2 of Article 45 shall be exempted from this requirement.
No persons other than securities firms may use names similar to "securities."
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Article 119
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(Utilization of the Settlement and Clearing Fund)
With the exception of the following dispositions, a membership stock exchange shall not utilize the settlement and clearing fund in any manner unless otherwise approved by the Competent Authority:
- the purchase of government bonds.
- the deposit in banks, or saving deposits with the postal administration.
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Article 150
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(Securities Trading Venue and Exceptions)
The trading of listed securities shall be conducted on a centralized securities exchange market operated by a stock exchange except in the following situations:
- transactions in government bonds.
- due to the operation of an act or regulation, the transacting parties are unable to acquire or dispose the ownership of the securities through trading on the centralized securities market.
- direct private transfer of securities not in excess of one trading unit, and the interval between any two such transfers is not less than three months.
- other transactions in conformity with the regulations prescribed by the Competent Authority.
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Article 165
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(Compliance with Directions of Supervisory Personnel)
The stock exchange, its members, and securities brokers and dealers which have contracted for the usage of the centralized securities exchange market of the stock exchange shall comply with the directions given by the supervisory personnel pursuant to acts or regulations.
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Article 165-1
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(Provisions Applicable Mutatis Mutandis to Foreign Companies with a Primary Listing on the Exchange or OTC Market and Foreign Emerging Stock Companies)
When stock issued by a foreign company has been approved for the first time by the stock exchange or over-the-counter securities exchange for listed trading on the stock exchange or over-the-counter market or for registration as emerging stock, if the issuer’s stock is not traded on a foreign securities exchange, then, unless otherwise provided by the Competent Authority, the provisions of Articles 5 to 8, Articles 13 to 14-1, Article 14-2, paragraphs 1 to 4, and 6, Article 14-3, Article 14-4, paragraphs 1, 2, 5, and 6, Article 14-5, Article 14-6, Articles 19 to 21, Articles 22 to 25-1, Article 26-3, Article 27, Article 28-1, paragraphs 2 to 4, Article 28-2, Articles 28-4 to 32, Article 33, paragraphs 1, and 2, Articles 35 to 43-8, Article 61, Article 139, Articles 141 to 145, Article 147, Article 148, Article 150, and Articles 155 to 157-1 shall apply mutatis mutandis to the management and supervision of the public offering, issuance, private placement, and trading of the securities.
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Article 165-2
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(Provisions Applicable Mutatis Mutandis to Foreign Companies with a Secondary Listing on the Exchange or OTC Market)
When stock or securities representing stock issued by a foreign company other than under the preceding article is already traded on a foreign securities exchange, or the securities of a branch unit of a foreign financial institution or subsidiary of a foreign company meeting the requirements prescribed by the Competent Authority have been approved by the stock exchange or over-the-counter securities exchange for listed trading on the stock exchange or over-the-counter market, then, unless otherwise provided by the Competent Authority, the provisions of Articles 5 to 8, Article 13, Article 14, paragraphs 1 and 3, Articles 19 to 21, Article 22, Article 23, Articles 29 to 32, Article 33, paragraphs 1 and 2, Article 35, Article 36, paragraphs 1 to 6, Articles 38 to 40, Article 42, Article 43, Article 43-1, paragraphs 2 to 4, Articles 43-2 to 43-5, Article 61, Article 139, Articles 141 to 145, Article 147, Article 148, Article 150, and Articles 155 to 157-1 shall apply mutatis mutandis to the management and supervision of the public offering, issuance, and trading of the securities in the Republic of China.
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