|
Article 43-1
|
(Regulation of Public Tender Offers for Securities)
Any person who acquires, either individually or jointly with other persons, more than 5 percent of the total issued shares of a public company shall report such acquisition to the Competent Authority and make a public announcement; the same applies when there is any change in the specifics reported. Regulations governing the reporting of the number of shares acquired, the purpose and the sources of funds for the acquisition of the shares, changes to the specifics reported, public announcement, terms, and any other matters requiring compliance, shall be prescribed by the Competent Authority.
Any public tender offer to purchase the securities of a public company bypassing the centralized securities exchange market or the over-the-counter market may be conducted only after the offeror has reported to the Competent Authority, providing proof that it has the ability to perform payment of the tender offer consideration, and publicly announced the specific matters, except under the following circumstances:
- The number of securities proposed for public tender offer by the offeror plus the total number of securities of the public company already obtained by the offeror and its related parties do not exceed 5 percent of the total number of voting shares issued by the public company.
- The securities purchased by the offeror through the public tender offer are securities of a company of which the offeror holds more than 50 percent of the issued voting shares.
- Other circumstances in conformity with the regulations prescribed by the Competent Authority.
Any person who independently or jointly with another person(s) proposes to acquire a certain percentage of the total issued shares of a public company or of the beneficial securities of a real estate investment trust under the Real Estate Securitization Act shall make the acquisition by means of a public tender offer, unless certain conditions are satisfied.
Regulations governing the scope, conditions, period, related parties, and particulars for filing and public announcement in connection with purchases of securities pursuant to paragraph 2, and the "certain percentage" and "conditions" in connection with the acquisition of a certain percentage of the total issued shares of a public company under the preceding paragraph shall be prescribed by the Competent Authority.
Any person who will make a public tender offer to purchase the beneficial securities of a real estate investment trust under the Real Estate Securitization Act may conduct the public tender offer only after filing with the Competent Authority and making a public announcement. Regulations governing the scope, conditions, period, related parties, and particulars for filing and public announcement in connection with purchases of real estate securitization beneficial securities, and the "certain percentage" and "conditions" in connection with the acquisition of beneficial securities of a real estate investment trust under paragraph 3 shall be prescribed by the Competent Authority.
|
|
Article 178-1
|
(Penal Provisions)
If a securities firm, an enterprise as set forth in Article 18, paragraph 1, a securities dealers association, a stock exchange, or an over-the-counter securities market commits any of the following violations, the violating entity or association may be punished with an administrative fine of not less than NT$300,000 and not more than NT$6 million, and the Competent Authority may order it to comply within a prescribed time period; if it fails to comply within the specified period, consecutive fines may be imposed:
- Violation of Article 14, paragraph 3, Article 14-1, paragraph 1 or 3, Article 21-1, paragraph 5, Article 58, Article 61, Article 69, paragraph 1, Article 79, Article 141, Article 144, Article 145, paragraph 2, Article 147, Article 152, or Article 159; or Article 61, Article 141, Article 144, Article 145, paragraph 2, or Article 147 as applied mutatis mutandis under Article 165-1 or 165-2.
- Failure to submit account books, forms/statements, documents, or other reference or report materials within a specified time period as ordered by the Competent Authority, or evasion, impeding, or refusal of an examination duly conducted out by the Competent Authority.
- Failure to comply with relevant provisions regarding the preparation, submission, public announcement, maintenance, or preservation of account books, forms/statements, vouchers, financial reports or other relevant business documents as required by this Act or by orders issued by the Competent Authority pursuant to this Act.
- A securities firm or an enterprise as set forth in Article 18, paragraph 1 fails to strictly implement its internal control system.
- An enterprise as set forth in Article 18, paragraph 1 violates the regulations adopted pursuant to paragraph 2 of the same article, governing finances, operation, or management.
- A securities firm violates the provisions of the regulations adopted pursuant to Article 22, paragraph 4 governing the issuance of other securities that have received approval from the Competent Authority, or the provisions of the standards or regulations adopted pursuant to Article 44, paragraph 4, the regulations adopted pursuant to Article 60, paragraph 2, the regulations adopted pursuant to Article 62, paragraph 2, or the regulations adopted pursuant to Article 70, governing finances, operations, or management.
- An over-the-counter securities market violates the provisions of regulations adopted pursuant to Article 62, paragraph 2, a securities dealers association violates the provisions of regulations adopted pursuant to Article 90, or a stock exchange violates the provisions of regulations adopted pursuant to Article 93, Article 95 or Article 102, governing finances, operations, or management.
The penalty for a violation punishable by an administrative fine under the preceding paragraph may be remitted, or the violator may be ordered to correct the violation within a prescribed time period and the penalty remitted once the violation has been corrected, if the violation is minor.
|
|
Article 183
|
(Date of Enforcement)
This Act shall be enforced from the date of promulgation, with the exception of Article 54, Article 95, and Article 128, which were amended and promulgated on 7 May 1997 and 19 July 2000 and enforced from 15 January 2001; Articles 14-2 through 14-5 and Article 26-3, which were amended and promulgated on 11 January 2006 and enforced from 1 January 2007; the articles amended and promulgated on 30 May 2006, which are enforced from 1 July 2006; the articles amended and promulgated on 10 June 2009, which are enforced from 23 November 2009; Article 36 amended and promulgated on 2 June 2010, which is enforced from 1 January 2012; and Article 36, paragraph 1, subparagraph 2 amended and promulgated on 4 January 2012, which is enforced from the accounting year of 2013.
Article 43-1 of this Act as amended on 21 April 2023 will be enforced from 1 year after promulgation.
|