Chapter V Stock Exchange
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Section 1 General Provisions
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| Article 93 | (Special Approval or Permit for Establishment)
A Special approval or permit or shall be obtained from the Competent Authority before the establishment of a stock exchange. The application procedures and other necessary matters shall be prescribed by the Competent Authority. |
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| Article 94 | (Organization of a Stock Exchange)
A stock exchange may be organized in the form of either membership or company. |
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| Article 95 | (Standards for the Establishment of Stock Exchanges)
The standards for the establishment of stock exchanges shall be prescribed by the Competent Authority.
Each stock exchange shall be limited to operating one centralized securities exchange market. |
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| Article 96 | (Restrictions on Eligibility to Operate)
Unless acting pursuant to this Act, no person shall engage in the operation of business similar to that of providing a centralized securities exchange market; this provision shall also apply to anyone which provides business premises or facilities for such proposes. |
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| Article 97 | (Name)
The name of a stock exchange shall explicitly bear the words "stock exchange." No person other than a stock exchange shall use names similar to that of a stock exchange. |
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| Article 98 | (Restrictions on Business)
The business of a stock exchange shall be to provide a centralized securities exchange market. A stock exchange shall not engage in nor invest in any other businesses without the approval of the Competent Authority. |
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| Article 99 | (Operation Bond)
A stock exchange shall deposit an operation bond with the National Treasury, the amount of which shall be prescribed by the Competent Authority. |
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| Article 100 | (Voidance of Special Approval or Permit)
The Competent Authority may void the special approval or permit of an established stock exchange if the stock exchange had made any false statement in its application or any document attached thereto, or has otherwise violated an act or regulation. |
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| Article 101 | (Deleted) |
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| Article 102 | (Direction, Supervision, and Regulation)
Matters relating to the direction and supervision of the business operation of a stock exchange and the regulation of the responsible persons and associated persons shall be prescribed by the Competent Authority. |
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Section 2 Membership Stock Exchange
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| Article 103 | (Nature of a Membership Stock Exchange and Membership Eligibility)
A membership stock exchange is a juristic association formed for the non-profit purposes; in addition to the provisions of this Act, a membership stock exchange shall also be governed by the provisions of the Civil Code.
The membership of a stock exchange referred to in the preceding paragraph shall be limited to securities dealers and securities brokers. |
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| Article 104 | (Restriction on Number of Members)
The number of memberships of a membership stock exchange shall be no less than seven. |
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| Article 105 | (Articles of Association)
The articles of association of a membership stock exchange shall contain the following particulars:
1. objectives.
2. name.
3. location of the head office and the location of the centralized securities exchange market.
4. matters concerning the eligibility for membership.
5. matters concerning the number of memberships.
6. matters concerning the discipline of members.
7. matters concerning the membership contributions to the stock exchange.
8. matters concerning the withdrawal from membership by a member.
9. matters concerning the directors and the supervisors.
10. matters concerning the meetings.
11. matters concerning the settlement and clearing fund to be deposited by members.
12. matters concerning the membership dues to meet operating expenses.
13. matters concerning the performance of business operation.
14. matters concerning the disposal of residual assets upon dissolution.
15. matters concerning accounting.
16. method of public announcement.
17. any other matters as required by the Competent Authority. |
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| Article 106 | (deleted) |
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| Article 107 | (Withdrawal from Membership)
A member may apply for withdrawal from membership in accordance with the articles of association or for any of the following reasons:
1. if the member has lost its membership qualifications.
2. if the corporate member dissolves or its company license is voided.
3. if the member is expelled from the stock exchange. |
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| Article 108 | (Contribution to the Settlement and Clearing Fund and Payment of Transaction Charges)
A member shall deposit with the stock exchange a contribution to the settlement and clearing fund and pay securities transaction charges in accordance with the provisions of the articles of association. |
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| Article 109 | (Contribution and Liability)
A member shall provide membership contribution in accordance with the provisions of the articles of association. Except for sharing the membership expenses in accordance with the provisions of the articles of association, its liability to the stock exchange shall be limited to the amount of its membership contribution. |
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| Article 110 | (Penalties for Legal Violations by Members)
Where of any of its members commits the following acts, the membership stock exchange shall fine the member for breach of contract, and may warn, suspend or restrict such member from trading securities on its centralized securities exchange market, or may expel the member:
1. violated an act or regulation, or administrative disposition made pursuant thereto.
2. violation of the articles of association, business bylaws, standards for executing commission contracts, or other bylaws of the stock exchange.
3. violation of the principles of integrity and fair dealing in transactions, and the violation is sufficient to cause damage to others.
The provisions of the preceding paragraph shall be prescribed in the articles of association. |
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| Article 111 | (Expulsion)
Where a membership stock exchange expels any member pursuant to the preceding Article, such expulsion shall be reported to the Competent Authority for its approval; where the expulsions of the member is approved, the Competent Authority may void its special permit for securities businesses. |
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| Article 112 | (Winding Up of Trades After Withdrawal from Membership or Suspension of Trading)
Where any member withdraws from membership or is suspended from trading, the membership stock exchange shall, in accordance with the articles of association, require the said member or designate other members to wind up and settle its transactions effected on the centralized securities market; the member shall be deemed to have not withdrawn from membership or not suspended from trading to the extent and within the scope of winding up and settling the transactions.
Where another member is designated to wind up the transactions in accordance with the preceding paragraph, a trust relationship is deemed to exist between the withdrawing member and the designated member to the extent and within the scope of winding up and settling the transactions. |
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| Article 113 | (Numbers and Qualifications of Directors and Supervisors)
A membership stock exchange shall have at least three directors and one supervisor elected from among its members in accordance with the provisions of the articles of association; however, at least one third of the directors, and at least one supervisor, shall be elected from related experts who are non-members.
The term of office of both directors and supervisors shall be three years; re-election shall be permissible.
The board of directors shall be formed by directors; the chairman of the board, who shall be a non-member director, shall be elected by a majority vote of the directors.
The board chairman shall be a full-time executive officer; however, this restriction shall not apply if the stock exchange has assigned a managerial officer vested with full authority to take charge of operations.
Standards and regulations governing the election of non-member directors and supervisors as referred to in paragraph 1 shall be prescribed by the Competent Authority. |
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| Article 114 | (Mutatis mutandis Application of Article 53 to Directors, Supervisors, and Managerial Officers)
The provisions of Article 53 shall apply mutatis mutandis to directors, supervisors, or managerial officers of a membership stock exchange.
The violation of the provisions of the preceding paragraph by any directors, supervisors or managerial officers shall result in their automatic discharge. |
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| Article 115 | (Prohibition of Concurrent Service)
The directors, supervisors, or managerial officers of a membership stock exchange shall not serve concurrently as the director, supervisor, or managerial officer of another stock exchange. |
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| Article 116 | (Prohibition of Benefit Seeking by Insiders)
Representatives of member directors or supervisors, non-member directors, or any other employees of a membership stock exchange shall not, either for his own account or by commissioning others, purchase or sell securities in a centralized securities exchange market.
The persons referred to in the preceding paragraph shall be prohibited from providing funds to, sharing profits or losses with, or have any other business dealings or interests with members of the said stock exchange; however, this restriction shall not apply to persons who perform such acts on the behalf of the members they represent. |
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| Article 117 | (Discharge of Directors, Supervisors, or Managerial Officers for Legal Violations)
In the event that the Competent Authority finds that the election of any director or supervisor of the stock exchange has irregularities, or if any director, supervisor or managerial officer has violated an act or regulation, the articles of association, or an administrative disposition issued pursuant to an act or regulation, the Competent Authority may notify the stock exchange to discharge such persons. |
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| Article 118 | (Mutatis Mutandis Application of the Company Act)
Unless otherwise provided in this Act, the provisions of the Company Act relating to directors, supervisors or managerial officers shall apply mutatis mutandis to the directors, supervisors, or managerial officers of a membership stock exchange. |
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| Article 119 | (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:
1. the purchase of government bonds.
2. the deposit in banks, or saving deposits with the postal administration. |
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| Article 120 | (Prohibition Against Disclosure of Confidential Trading Information)
The directors, supervisors, or employees of a membership stock exchange shall not disclose any confidential information relating to securities transactions. |
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| Article 121 | (Provisions Regarding Directors and Supervisors Applicable Mutatis Mutandis to the Legal Representatives Thereof)
The provisions of this section relating to the directors and the supervisors of a membership stock exchange shall apply mutatis mutandis to the legal representatives of directors and supervisors of the members. |
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| Article 122 | (Causes for Dissolution)
A membership stock exchange may be dissolved upon the occurrence of any one of the following events:
1. occurrence of the events of dissolution specified in the articles of association.
2. resolution of a meeting of members.
3. the number of memberships falls to less than seven.
4. bankruptcy.
5. voidance of approval for the establishment of the stock exchange.
The resolution referred to in subparagraph 2 of the preceding paragraph shall not become effective without approval by the Competent Authority. |
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| Article 123 | (Provisions Applied Mutatis Mutandis to the Qualifications and Discharge of Associated Persons)
The qualifications of, and the dismissal of associated persons employed by a membership stock exchange shall be governed mutatis mutandis by the provisions of Articles 54 and 56. |
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Section 3 Company-Type Stock Exchange
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| Article 124 | (Organization of a Company-Type Stock Exchange)
The organization of a company-type stock exchange shall be limited to a company limited by shares. |
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| Article 125 | (Articles of Incorporation)
The articles of association of a company-type stock exchange shall contain, in addition to those required under the Company Act, the following particulars:
1. the total number of seats in the centralized securities exchange market for brokers and dealers and their necessary qualifications.
2. duration of existence.
The duration of existence referred to in subparagraph 2 of the preceding paragraph shall not exceed a period of ten years; in the event the development of the local securities transactions warrants it, an application for extension may be filed with the Competent Authority during the period three months prior to the expiration of the duration of existence. |
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| Article 126 | (Prohibition of Concurrent Service by Securities Firms and Their Shareholders or Employees)
Directors, supervisors, shareholders, or employees of a securities firm shall not serve concurrently as managerial officers of a company-type stock exchange.
At least one-third of the directors and supervisors of a company-type stock exchange shall be appointed by the Competent Authority from among relevant experts who are not shareholders; the provisions of paragraph 1 of Article 192 and paragraph 1 of Article 216 of the Company Act shall not be applicable.
Standards and regulations governing the election of non-shareholder directors and supervisors as referred to in the preceding paragraph shall be prescribed by the Competent Authority. |
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| Article 127 | (Prohibition of Trading of Stock)
The stocks of a company-type stock exchange shall not be listed on its own centralized securities exchange market nor on a stock exchange owned by any other person. |
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| Article 128 | (Prohibition of Issuance of Bearer Stock)
A company-type stock exchange shall not issue bearer stocks. Transferees of its shares shall be limited to the securities firms incorporated under this Act.
The shareholding percentage of each securities firm in the stock exchange shall be prescribed by the Competent Authority. |
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| Article 129 | (Entering Into a Contract for Use of the Market)
Securities brokers and dealers that engage in transactions on a company-type stock exchange shall enter into a contract with the stock exchange for the usage of the centralized securities exchange market; the contract, together with other relevant materials shall be registered with the Competent Authority for its recordation. |
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| Article 130 | (Grounds for Termination of the Contract)
In addition to grounds for termination specified in the contract referred to in the preceding Article, such contract shall also be terminated upon the dissolution of either party, or the voidance of the approval or the suspension of business operation of a securities broker or dealer which is a party to the contract. |
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| Article 131 | (Deleted) |
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| Article 132 | (Contribution to the Settlement and Clearing Fund and Payment of Transaction Charges)
The contract prepared by a company-type stock exchange for the usage of its centralized securities exchange market shall contain provisions regarding the deposit of the settlement and clearing fund and the securities transaction charges to be paid by the securities broker or dealer.
The standards governing the amount of settlement and clearing fund shall be prescribed by the Competent Authority.
The standards for calculating the securities transaction charges referred to in the first paragraph of this Article shall be jointly drafted by the stock exchange and the securities dealers association and filed with the Competent Authority for its approval. |
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| Article 133 | (Penalties for Violation of Article 110)
A company-type stock exchange shall specify in the contract that the violation of Article 110 by a securities broker or a securities dealer which trades on its centralized securities exchange market shall result in a fine for breach of contract, or the imposition of suspension or restriction of its trading rights, or the termination of the contract. |
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| Article 134 | (Provisions Applied Mutatis Mutandis to Termination of Contract)
The provisions of Article 111 shall apply mutatis mutandis in the event a company-type stock exchange terminates its contract with a securities broker or dealer in accordance with the preceding Article. |
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| Article 135 | (Contractual Obligation to Wind Up Trades for Others)
A company-type stock exchange shall consult with the provisions of Article 112 of this Act and include in the contract for the usage of its centralized securities exchange market provisions requiring that a securities broker or dealer designated to wind up or settle the transactions of other securities brokers or dealers shall have the obligation to fulfill that duty. |
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| Article 136 | (Obligation to Wind Up)
A securities broker or dealer whose contract has been terminated or whose trading right was suspended pursuant to Article 133 shall have the obligation of winding up and settling its transactions in a centralized securities exchange market. |
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| Article 137 | (Provisions Applicable Mutatis Mutandis)
The provisions of Articles 41 and 48, subparagraphs 1 through 4 and subparagraph 6 of Article 53, Articles 58, 59, 115, 117, 119 through 121, and 123 shall apply mutatis mutandis to a company-type stock exchange. |
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Section 4 Listing and Trading of Securities
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| Article 138 | (Matters to Be Prescribed in the Business Bylaws or Operating Rules)
A stock exchange shall, in addition to setting various rules, specify in detail in either its business bylaws or operational rules the following particulars:
1. public listing of securities.
2. use of the centralized securities exchange market.
3. trading orders of securities dealers or brokers.
4. opening and closing of the market trading.
5. types of transaction.
6. procedures on the trading of securities and the manner of forming trading contracts by securities brokers or dealers.
7. trading units.
8. pricing units and the limits on the rise or fall in price.
9. date and manner of clearing and settlement.
10. real-time disclosure of transaction information such as order quantity, price, matched transaction, etc. in connection with securities trading.
11. other matters related to trading.
The determination of matters prescribed in the preceding paragraph shall not violate any act or regulation. In matters affecting the interests of securities firms, prior opinion shall be solicited from the securities dealers association. |
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| Article 139 | (Applications for Listing of Securities)
An issuer of securities publicly issued under this Act may file an application with a stock exchange for its listing.
In a new issuance of stocks by a listed company, such new shares shall be traded on a stock exchange upon its delivery to the shareholders. The Competent Authority may, however, impose restriction on its trading on a stock exchange in case any of the items provided in paragraph 1 of Article 156 is applicable.
Any company that lists new shares as referred to in the preceding paragraph shall forward the relevant documents to the stock exchange within ten days after the listing of new shares. |
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| Article 140 | (Adoption of Rules Relating to the Examination of Securities for Listing and to the Contract for Public Listing)
A stock exchange shall adopt rules relating to the examination of securities for public listing and the contract for public listing and file such rules with the Competent Authority for its approval. |
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| Article 141 | (Entering Into and Recordation of the Listing Contract)
A stock exchange shall enter into a contact for public listing of securities with the company listing the securities. The contents of the contract shall not contradict the provisions of the rules on contract for public listing, and such contracts shall be filed with the Competent Authority for recordation. |
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| Article 142 | (Securities Trading)
Securities publicly issued by an issuer shall be traded on the centralized securities exchange market of a stock exchange only after the issuer and the stock exchange have entered into the contract for public listing. |
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| Article 143 | (Listing Fee and Rate)
The charges and fee for the listing of securities shall be specified in the contract for public listing. A stock exchange shall file a report on the determination of rate for charges and fee with the Competent Authority for its approval. |
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| Article 144 | (Delisting)
A stock exchange may, pursuant to acts and regulations, or the provisions of the contact for public listing, terminate the public listing of securities, and such termination shall be filed with the Competent Authority for recordation. |
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| Article 145 | (Delisting)
An issuer of securities publicly listed on a stock exchange may, pursuant to the provisions of the contact for public listing, file an application with the stock exchange to terminate its listing.
The stock exchange shall draft procedures for the handling of applications to terminate listings, and submit the procedures, and any subsequent amendments thereto, to the Competent Authority for approval. |
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| Article 146 | (Deleted) |
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| Article 147 | (Recordation of Suspension or Resumption of Trading)
A stock exchange shall file a report with the Competent Authority for recordation in the event it suspends or reinstates the trading of listed securities pursuant to acts and regulations, the provisions of the contract for public listing, or for the protection of public interest. |
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| Article 148 | (Order for Suspension of Trading or Delisting)
In the event an issuer of listed securities on a stock exchange is found to be in violation of this Act or rules and regulations promulgated hereunder, the Competent Authority may, for the purpose of protecting the public interest and the interest of investors, order the stock exchange to suspend the trading or terminate the listing of said securities. |
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| Article 149 | (Listing of Government Bonds)
The listing of government bonds shall be effected by an order of the Competent Authority, and the listing requirements of this Act shall not be applicable. |
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| Article 150 | (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:
1. transactions in government bonds.
2. 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.
3. 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.
4. other transactions in conformity with the regulations prescribed by the Competent Authority. |
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| Article 151 | (Persons Eligible to Trade on a Centralized Securities Exchange Market)
Persons allowed to engage in transactions in a centralized securities exchange market shall be confined, in the case of a membership stock exchange, to members, and in the case of a company-type stock exchange, to securities brokers and dealers that have entered into a contract for usage of the centralized securities exchange market. |
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| Article 152 | (Reporting of Suspension or Reopening of the Market)
A stock exchange shall be required to file a report with the Competent Authority in the event the centralized securities exchange market is to be suspended due to events of force majeure; this provision shall also be applicable in the reopening of the market. |
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| Article 153 | (Handling of Failure to Perform Delivery Obligations)
In securities transactions undertaken by members of a stock exchange, or securities brokers or dealers in a stock exchange, if any one transacting party fails to fulfill its delivery obligation, the stock exchange shall designate other members or other securities brokers or dealers to deliver the securities in its place. The resultant price differences and the expenses incurred therefrom shall be indemnified by the settlement and clearing fund; in case the fund is insufficient, the stock exchange shall advance the payment and thereafter claim such compensation from the breaching party. |
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| Article 154 | (Compensation Reserve and Priority of Claims)
A stock exchange may set aside a compensation reserve out of the fees charged from securities transaction to cover the payments specified in the preceding Article; the method of assessing the reserve, the rate of assessment, the conditions for suspension of the lodgment, and the method of custody and management of the reserve shall be prescribed by the Competent Authority. Claimants in cases arising from transactions on the centralized securities exchange market shall have preferential right to the securities clearing and settlement fund as specified in Article 108 and Article 132 in the following order of priority:
1. the stock exchange.
2. the principal in brokerage transactions.
3. securities brokers or dealers.
In the event the securities clearing and settlement fund is insufficient to meet such claims, the unsatisfied portion of the claims may be compensated in accordance with the provisions of paragraph 2 of Article 55. |
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| Article 155 | (Conduct Prohibited With Respect to Listed Securities)
The following actions with regard to securities publicly listed on a stock exchange shall be prohibited:
1. To order or report a trade on a centralized securities exchange market and to fail to perform settlement after the transaction is made, where such act is sufficient to affect the market order.
2. (Deleted)
3. To conspire with other parties in a scheme such that the first party buys or sells designated securities at an agreed price, while the second party sells or buys from the first party in same transaction, with the intent to inflate or deflate the trading prices of said securities on the centralized securities exchange market.
4. To continuously buy at high prices or sell at low prices designated securities for his own account or under the names of other parties with the intent to inflate or deflate the trading prices on said securities traded on the centralized securities exchange market, when there is a likelihood that market prices or market order will be affected.
5. To continuously order or report a series of trades under one's own account or under the names of other parties, and to complete the corresponding transactions with the intent of creating an impression on the centralized securities exchange market of brisk trading in a particular security.
6. To spread rumors or false information with the intent to influence the trading prices of designated securities traded on the centralized securities exchange market.
7. To perform directly or indirectly any other manipulative acts to influence the trading prices of securities traded on the centralized securities exchange market.
The provisions of the preceding paragraph shall apply mutatis mutandis to transactions conducted on the over-the-counter markets.
Persons who violate the preceding two paragraphs shall be held liable to compensate the damages suffered by the bona fide purchasers or sellers of the said securities.
The provisions of paragraph 4 of Article 20 of this Act shall apply mutatis mutandis to the preceding paragraph. |
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| Article 156 | (Handling of Securities Events Affecting Market Order or Prejudicial to Public Interest)
Given the occurrence of any of the following events, the Competent Authority may issue an order suspending the trading of designated securities completely or partially, or restricting the trade by brokers and dealers in such securities, when there is a likelihood that the event will affect the market trading order or be prejudicial to the public interest:
1. the company issuing the securities becomes involved in litigation or other non-litigious matters which is sufficient to result in its dissolution, or changes in its corporate organization, capital, business plan, financial condition, or suspension of production.
2. the company issuing the securities becomes involved in major disasters, signed major agreements, confronted with special circumstances, initiated major changes in its business plan, or had its checks dishonored, the result of which is sufficient to result in a significant material change in the financial condition of the company.
3. the company issuing the securities engages in deceptive, dishonest, or illegal practices, the result of which is sufficient to affect the prices of its securities.
4. the market price of the securities has undergone continuous, major rises or declines, resulting in abnormal fluctuations in the prices of other securities.
5. the company issuing the securities is involved in the occurrence of any material public hazard or food or drug safety event.
6. other events of material significance. |
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| Article 157 | (Right of Disgorgement)
In the event that any director, supervisor, managerial officer, or shareholder holding more than 10 percent of the shares, of a stock issuing company sells listed stock of the company within six months after acquiring it, or repurchases listed stock of the company within six months after selling it, the company shall claim for the disgorgement of any profit realized thereby.
If the board of directors or the supervisors of the company fail to exercise the right of claim for disgorgement under the preceding paragraph on behalf of the company, its shareholders may request the directors or the supervisors to exercise the right of claim within thirty days; upon the expiration of such period, if no action has been taken, such requesting shareholders shall have the right to claim for disgorgement on behalf of the company.
The directors and supervisors shall be jointly and severally liable for damages suffered by the company as a result of their failure to exercise the claim provided under paragraph 1 of this Article.
The right of claim specified in paragraph 1 of this Article shall be extinguished if not exercised within two years after the date on which the profit is realized.
The provisions of paragraph 3 of Article 22-2 hereof shall apply mutatis mutandis to paragraph 1 of this Article.
This Article shall apply mutatis mutandis to other securities with the nature of equity shares issued by a company. |
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| Article 157-1 | (Regulation of Insider Trading)
Upon actually knowing of any information that will have a material impact on the price of the securities of the issuing company, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the following persons shall not purchase or sell, in the person's own name or in the name of another, shares of the company that are listed on an exchange or an over-the-counter market, or any other equity-type security of the company:
1. a director, supervisor, and/or managerial officer of the company, and/or a natural person designated to exercise powers as representative pursuant to Article 27, paragraph 1 of the Company Act.
2. shareholders holding more than 10 percent of the shares of the company.
3. any person who has learned the information by reason of occupational or controlling relationship.
4. a person who, though no longer among those listed in [one of ] the preceding three subparagraphs, has only lost such status within the last six months.
5. any person who has learned the information from any of the persons named in the preceding four subparagraphs.
Upon actually knowing of any information that will have a material impact on the ability of the issuing company to pay principal or interest, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the persons listed in the preceding paragraph shall not sell, in the person's own name or in the name of another, the non-equity-type corporate bonds of such company that are listed on an exchange or an over-the-counter market:
Persons in violation of the provisions of paragraph 1 or the preceding paragraph shall be held liable, to trading counterparts who on the day of the violation undertook the opposite-side trade with bona fide intent, for damages in the amount of the difference between the buy or sell price and the average closing price for ten business days after the date of public disclosure; the court may also, upon the request of the counterpart trading in good faith, treble the damages payable by the said violators should the violation be of a severe nature. The court may reduce the damages where the violation is minor.
The persons referred to in subparagraph 5 of paragraph 1 shall be held jointly and severally liable with the persons referred to in subparagraphs 1 through 4 of paragraph 1 who provided the information for the damages referred to in the preceding paragraph. However, where the persons referred to in subparagraphs 1 through 4 of paragraph 1 who provided the information had reasonable cause to believe the information had already been publicly disclosed, they shall not be liable for damages.
The phrase "information that will have a material impact on the price of the securities" in paragraph 1 shall mean information relating to the finances or businesses of the company, or the supply and demand of such securities on the market, or tender offer of such securities, the specific content of which will have a material impact on the price of the securities, or will have a material impact on the investment decision of a reasonably prudent investor. Regulations governing the scope of the information, the means of its disclosure and related matters shall be prescribed by the Competent Authority.
Regulations governing the scope of information that will have a material impact on the ability of the issuing company to pay principal or interest as described in paragraph 2, the means of its disclosure, and related matters shall be prescribed by the Competent Authority.
The provisions of paragraph 3 of Article 22-2 shall apply mutatis mutandis to subparagraphs 1 and 2 of paragraph 1 of this Article; the same shall apply with respect to those who have lost the identity [set out in those provisions] for a period of less than a full six months. The provisions of paragraph 4 of Article 20 shall apply mutatis mutandis to the trading counterpart referred to in paragraph 2 of this Article. |
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Section 5 Securities Brokerage Transactions
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| Article 158 | (Brokerage Contract Regulations)
Brokerage contracts between a securities broker and its customers for transactions to be effected on a centralized securities exchange market shall be prepared in accordance with the form of the standard brokerage contract prescribed by the stock exchange.
The material aspects of the standard brokerage contract referred to in the preceding paragraph shall be prescribed by the Competent Authority. |
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| Article 159 | (Prohibition of Discretionary Trading)
A securities broker shall not accept any full authorization that allows him/her to determine the type, the number, or the price of securities to be bought or sold on the behalf of the principal. |
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| Article 160 | (Premises for Taking Brokerage Orders)
A securities broker shall not accept orders for the purchase or sale of securities in premises other than its principal place of business and its branch units. |
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Section 6 Supervision |
| Article 161 | (Protective Measures)
In order to protect the public interest and the interest of investors, the Competent Authority may order a stock exchange to amend its articles of association/incorporation, business rules, bylaws, rules regarding brokerage contracts, and any other rules; the Competent Authority may also suspend, enjoin, amend, or void the resolutions or dispositions issued by the stock exchange. |
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| Article 162 | (Protective Measures)
The provisions of Article 64 shall apply mutatis mutandis to the inspection of the stock exchange and orders to furnish information issued by the Competent Authority. |
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| Article 163 | (Sanctions for Legal Violations by Securities Exchanges)
Where a stock exchange takes any action in violation of an act or regulation or an administrative disposition issued pursuant to an act or regulation, or takes any other action detrimental to the public interest or disturbs the social order, the Competent Authority may impose any of the following dispositions:
1. the dissolution of the stock exchange.
2. the suspension or the termination of the complete or partial business of a stock exchange; provided, however, that such suspension does not exceed three months.
3. the issuance of orders to the stock exchange to discharge its directors, supervisors, or managerial officers.
4. the issuance of corrective orders.
In the event that the Competent Authority is to impose any dispositions specified in subparagraphs 1 or 2, advance approval of such disposition from the Executive Yuan shall be required. |
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| Article 164 | (Supervisory Personnel)
The Competent Authority may station supervisory personnel at each of the stock exchanges; regulations governing such supervision shall be prescribed by the Competent Authority. |
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| Article 165 | (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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