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Article 3
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The term "Competent Authority" as used in this Act means the Securities and Futures Commission under the Ministry of Finance.
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Article 3
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The term "Competent Authority" as used in this Act means the Financial Supervisory Commission, Executive Yuan.
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Article 6
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The term "securities" as used in this Act shall mean government bonds, corporate stocks, corporate bonds, and other securities approved by the Competent Authority.
Any stock warrant certificate, certificate of entitlement to new shares, and certificate of payment or document of title to any of the securities referred to in the preceding paragraph shall be deemed as securities.
Any securities referred to in the preceding two paragraphs, even without the physical certificate representing title being printed, shall still be deemed as securities.
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Article 6
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The term "securities" as used in this Act shall mean government bonds,corporate stocks,corporate bonds, and any other securities approved by the Ministry of Finance.
Any stock warrant certificate, certificate of entitlement to new shares, and certificate of payment or document of title to any of the securities referred to in the preceding paragraph shall be deemed as securities.
Any securities referred to in the preceding two paragraphs, even without the physical certificate representing title being printed, shall still be deemed as securities.
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Article 14
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The term "financial reports" as used in this Act means the financial reports prepared by issuers, securities firms, and stock exchanges that are to be filed periodically with the Competent Authority in compliance with Acts and regulations.
Regulations governing the content, scope, procedures, preparation, and other matters to be complied with for the financial reports referred to in the preceding paragraph shall be prescribed by the Competent Authority.
The financial reports referred to in paragraph 1 shall be signed or stamped with the seal of the chairperson, managers, and accounting officers, who shall also produce a declaration that the report contains no misrepresentations or nondisclosures.
The accounting officers referred to in the preceding paragraph shall possess certain qualifications and shall receive continuing professional education while holding the position. Regulations governing the qualifications of an accounting officer, the minimum hours of continuing education required, and the qualifications required of the institution offering the continuing education curriculum shall be prescribed by the Competent Authority.
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Article 14
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The term "financial reports" as used in this Act means the financial reports prepared by issuers, securities firms, and stock exchanges in compliance with Acts and regulations that are to be filed periodically with the Competent Authority.
The format and standards for the financial reports referred to in the preceding Paragraph shall be prescribed by the Competent Authority.
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Article 14-2
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A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. The Competent Authority, however, shall as necessary in view of the company's scale, shareholder structure, type of operations, and other essential factors, require it to appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors.
Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings and the positions they may concurrently hold. They shall maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the company. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.
Given any of the following circumstances, a person may not act as an independent director, or if already acting in such capacity, shall be dismissed:
1. Any circumstance set out in a subparagraph of Article 30 of the Company Act.
2. The director is a government agency, juristic person, or representative thereof, and was elected in accordance with Article 27 of the Company Act.
3. The person fails to meet the qualifications for independent director set forth in the preceding paragraph.
Transfer of an independent director's shareholdings is not subject to the provisions of the latter part of paragraph 1 or of paragraph 3, Article 197, of the Company Act.
When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under paragraph 1 or the company's articles of incorporation, a by-election for independent director shall be held at the next following shareholders meeting. When all independent directors have been dismissed, the company shall convene a special shareholders meeting to hold a by-election within 60 days from the date on which the situation arose.
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Article 14-3
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When a company has selected independent directors as set forth in paragraph 1 of the preceding article, then the following matters shall be submitted to the board of directors for approval by resolution unless approval has been obtained from the Competent Authority; when an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting:
1. Adoption or amendment of an internal control system pursuant to Article 14-1.
2. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
3. A matter bearing on the personal interest of a director.
4. A material asset or derivatives transaction.
5. A material monetary loan, endorsement, or provision of guarantee.
6. The offering, issuance, or private placement of any equity-type securities.
7. The hiring or dismissal of an attesting CPA, or the compensation given thereto.
8. The appointment or discharge of a financial, accounting, or internal auditing officer.
9. Any other material matter so required by the Competent Authority.
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Article 14-4
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A company that has issued stock in accordance with this Act shall establish either an audit committee or a supervisor. The Competent Authority may, however, in view of the company's scale, type of operations, or other essential considerations, order it to establish an audit committee in lieu of a supervisor; the relevant regulations shall be prescribed by the Competent Authority.
The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
For a company that has established an audit committee, the provisions regarding supervisors in this Act, the Company Act, and other laws and regulations shall apply mutatis mutandis to the audit committee.
The following provisions of the Company Act shall apply mutatis mutandis with regard to independent directors who are members of the audit committee: Article 200; Articles 213 - 215; Article 216, paragraphs 1, 3, and 4; Article 218, paragraphs 1 and 2; Article 218-1; Article 218-2, paragraph 2; Article 220; Articles 223 - 226; the proviso of Article 227; and Article 245, paragraph 2.
Regulations governing exercise by the audit committee and its independent director members of the powers set out in the preceding two paragraphs, and matters related thereto, shall be prescribed by the Competent Authority.
A resolution of the audit committee shall have the concurrence of one-half or more of all members.
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Article 14-5
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For a company that has issued stock in accordance with this Act and established an audit committee, the provisions of Article 14-3 shall not apply to the following matters, which shall be subject to the consent of one-half or more of all audit committee members and be submitted to the board of directors for a resolution:
1. Adoption or amendment of an internal control system pursuant to Article 14-1.
2. Assessment of the effectiveness of the internal control system.
3. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
4. A matter bearing on the personal interest of a director or supervisor.
5. A material asset or derivatives transaction.
6. A material monetary loan, endorsement, or provision of guarantee.
7. The offering, issuance, or private placement of any equity-type securities.
8. The hiring or dismissal of an attesting CPA, or the compensation given thereto.
9. The appointment or discharge of a financial, accounting, or internal auditing officer.
10. Annual and semi-annual financial reports.
11. Any other material matter so required by the company or the Competent Authority.
With the exception of subparagraph 10, any matter under a subparagraph of the preceding paragraph that has not been approved with the consent of one-half or more of all audit committee members may be undertaken upon the consent of two-thirds or more of all directors, without regard to the restrictions of the preceding paragraph, and the resolution of the audit committee shall be recorded in the minutes of the directors meeting.
A company that has established an audit committee is not subject to the provisions of Article 36-1 requiring that its financial reports be recognized by a supervisor.
"All audit committee members" as used in paragraph 1 and the preceding article's paragraph 6, and "all directors" as used in paragraph 2, shall mean the actual number persons currently holding those positions.
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Article 17
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Approval from or effective registration with the Competent Authority is required for a company to publicly offer and issue securities in accordance with this Act.
Upon the determination by the Ministry of Finance, the public offer provisions of this Act and that of the Company Act shall not be applicable to those companies whose incorporation requires stockholders with special qualifications, or that the scope or the nature of its business is not suitable for investment by the general public.
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Article 17
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(deleted)
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Article 18
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Approval from the Competent Authority is required for the operation of any securities finance enterprise, securities central depository enterprise, or any other securities-related services.
Rules governing the conditions for establishment, application and approval procedures, finances, operations, regulation, and other matters for compliance with respect to the securities enterprises referred to in the preceding paragraph shall be prescribed by the Competent Authority.
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Article 18
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Approval from the Competent Authority is required for the operation of any securities investment trust enterprise, securities finance enterprise, securities investment consulting enterprise, securities depository enterprise, or any other enterprise which operates securities related services.
Rules governing the regulation and supervision of securities enterprises referred to in the preceding Paragraph shall be prescribed by the Executive Yuan.
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Article 18-2
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The securities investment trust fund offered by a securities investment trust enterprise, the private property of the said enterprise and the private property of the custodian institution shall be independently maintained. Creditors shall not make any claim or exercise other rights against the assets of the fund to satisfy liabilities incurred by the securities investment trust enterprise or the custodian institution of the fund with respect to its own private properties.
The regulation governing the administration of securities investment trust funds shall be prescribed by the Ministry of Finance.
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Article 18-2
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(deleted)
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Article 18-3
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(deleted)
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Article 18-3
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The fund for investment with full discretionary authorization received from customers by a securities investment consulting enterprise or securities investment trust enterprise and the private property of the said enterprise shall be independently maintained. Creditors shall not make any claim or exercise other rights against the fund entrusted by customers or the assets purchased with such fund to satisfy liabilities incurred by the securities investment consulting enterprise or securities investment trust enterprise and the custodian institution of the fund with respect to its own private properties.
The regulations governing the administration of the operation of investment business with discretionary authorization from customers by securities investment consulting enterprise or securities investment trust enterprise and the operation bond related thereto shall be prescribed by the Ministry of Finance.
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Article 20
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During the public offering, issuing, private placement, or trading of securities, there shall be no misrepresentations, frauds, or any other acts which are sufficient to mislead other persons.
The financial reports or any other relevant business documents filed or publicly disclosed by an issuer shall contain no misrepresentations or omissions.
Anyone who violates the provisions of the preceding two Paragraphs shall be held liable for damages sustained by bona fide purchasers or sellers of the said securities.
The principal who commissions a securities broker to purchase or sell securities as a commission agent shall be deemed as a "purchaser" or "seller" for the purpose of the preceding Paragraph.
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Article 20
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During the public offering, issuing, private placement, or trading of securities, there shall be no misrepresentations, frauds, or any other acts which are sufficient to mislead other persons.
The financial reports or any other relevant financial or business documents filed or publicly disclosed by an issuer in accordance with this Act shall contain no misrepresentations or nondisclosures.
Anyone who violates the provisions of paragraph 1 shall be held liable for damages sustained by bona fide purchasers or sellers of the said securities.
The principal who commissions a securities broker to purchase or sell securities as a commission agent shall be deemed as a "purchaser" or "seller" for the purpose of the preceding paragraph.
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Article 20-1
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When the essential content of the financial reports or relevant financial or business documents referred to in paragraph 2 of the preceding article, or financial reports filed or publicly disclosed pursuant to Article 36, paragraph 1 contain misrepresentations or nondisclosures, the persons under the following subparagraphs shall bear liability for damages suffered by the bona fide purchasers, sellers, or holders of securities issued by the issuer:
1. The issuer and its responsible person.
2. Employees of the issuer who placed their signatures or seals on the financial report or the financial or business document in question.
With the exception of the issuer and the issuer's chairman and general manager, a person under any paragraph of the preceding subparagraph shall not be liable for damages when he or she can demonstrate that they exercised all due diligence and had legitimate cause to believe that the reports or documents contained no misrepresentations or nondisclosures.
A CPA who performs attestation of the financial reports or financial and business documents referred to in paragraph 1 shall be liable for the occurrence of any damages as set forth in paragraph 1 that arise out of misconduct, violation or negligence in connection with the performance of his or her duties as CPA.
In respect of the liability of a CPA under the preceding paragraph, a good-faith buyer, seller, or holder of securities may petition a court to requisition the CPA's working papers, and further, to review or make copies of the same. The CPA and the accounting firm may not refuse such action.
With the exception of the issuer and the issuer's chairman and general manager, when the negligence of a person under any subparagraph of paragraph 1 or under paragraph 3 results in the occurrence of the damages set forth in paragraph 1, each such person shall bear liability for damages in proportion to their degree of responsibility.
The provisions of paragraph 4 of the preceding Article shall apply mutatis mutandis to paragraph 1.
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Article 21-1
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In order to further international cooperation between the competent securities authorities of the ROC government and foreign countries, the ROC government and agencies (or institutions) authorized by it may, based on the principle of reciprocity, enter into a cooperative treaty or agreement with a foreign government or agency (institution), or with an international organization, to facilitate matters such as information exchange, technical cooperation, and investigation assistance.
Unless such action otherwise conflicts with the interests of the state or the rights of the investing public, the Competent Authority may, in accordance with the treaty or agreement made pursuant to the preceding paragraph, request the provision of necessary information from related authorities and agencies (institutions) in accordance with the law, and based on the principles of reciprocity and confidentiality, provide such information to the foreign government, agency (institution), or international organization which has executed the given treaty or agreement.
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Article 22
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With the exception of government bonds or other securities exempted by the Competent Authority, the public offering or issuing of securities without an effective registration with the Competent Authority shall be prohibited.
An issuer under this Act shall be required to comply with the preceding paragraph when it issues new shares pursuant to the provisions of the Company Act, except where the issuance is handled under Article 43-6, paragraphs 1 and 2.
The provisions of paragraph 1 shall apply mutatis mutandis to a holder of corporate stocks, corporate bonds, certificates of payment for, or documents of title to stocks or bonds, stock warrant certificates, or certificates of entitlement to new shares, who publicly offers to resell his/her securities.
Regulations governing the conditions, documents to be attached, review and approval procedures, and other matters for compliance with respect to the effective registrations under the preceding three paragraphs shall be prescribed by the Competent Authority.
In formulating or amending provisions of the preceding paragraph's regulations relating to foreign exchange, the Competent Authority shall consult the Central Bank of China.
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Article 22
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With the exception of government bonds or other securities exempted by the Ministry of Finance, the public offering or issuing of securities without the approval from or an effective registration with the Competent Authority shall be prohibited. Rules regulating the approval and the registration procedures shall be prescribed by the Competent Authority.
An issuer under this Act shall be required to comply with the preceding Paragraph when it issues new shares pursuant to the provisions of the Company Act, except where the issuance is handled under Article 43-6, Paragraphs 1 and 2.
The provisions of Paragraph 1 shall apply mutatis mutandis to a holder of corporate stocks, corporate bonds, certificates of payment for, or documents of title to stocks or bonds, stock warrant certificates, or certificates of entitlement to new shares, who publicly offers to resell his/her securities to the general public.
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Article 25-1
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The use of proxies for the attendance of a shareholders meeting of an issuer shall be restricted, enjoined, and regulated; the rules governing such matters shall be prescribed by the Competent Authority.
The use of proxies in violation of rules referred to in the preceding Paragraph shall result in the exclusion of the votes that such proxies represent.
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Article 25-1
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The use of proxies for the attendance of a shareholders meeting of an issuer shall be restricted, enjoined, or regulated; the rules governing the qualifications of an issuer's proxy solicitors, proxy agents, and those handling proxy solicitation matters on its behalf, the format, acquisition, and methods of solicitation or agenting of proxy forms, the number of shares represented, statistical tallying and verification, the conditions under which votes cast by proxy shall be excluded, documents for reporting and public access, provision of information and other matters for compliance shall be prescribed by the Competent Authority.
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Article 26-3
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The board of directors of a company that has issued stock in accordance with the Act may not number less than five persons.
When the government or a juristic person is a shareholder of a public company, then except with the approval of the Competent Authority, the provisions of Article 27, paragraph 2 of the Company Act shall not apply, and a representative of the government or juristic person may not concurrently be selected or serve as the director or supervisor of the company.
Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors:
1. A spousal relationship.
2. A familial relationship within the second degree of kinship.
Except where the Competent Authority has granted approval, a company shall have at least one or more supervisors, or one or more supervisors and directors, among whom no relationship under the preceding subparagraphs exists.
When a company convenes a shareholders meeting for the election of supervisors or directors and the original selectees do not meet the conditions of the two preceding paragraphs, determination of which directors or supervisors are elected shall be made according to the following provisions:
1. When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
2. When there are some among the supervisors who do not meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis.
3. When there are some among the directors and supervisors who do not meet the conditions, the election of the supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
When a person serving as director or supervisor is in violation of the provisions of paragraph 3 or paragraph 4, that person shall be subject to ipso facto dismissal through the mutatis mutandis application of the provisions of the preceding paragraph.
When the number of directors falls below five due to the dismissal of a director for any reason, the company shall hold a by-election for director at the next following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact to hold a by-election for directors.
A company shall formulate rules for the conduct of directors meetings; regulations governing the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcement, and other matters for compliance shall be prescribed by the Competent Authority.
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Article 28
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(deleted)
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Article 28
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In the event that public investment is desirable for the business engaged in by a company, the Ministry of Finance may issue an order requiring that a certain percentage of its equity securities shall be reserved for the subscription by promoters, and the remaining shares of the issue shall be offered to the public; in case the publicly offered shares are insufficiently subscribed, they shall be subscribed by the promoters. Further, the Competent authority may require that the small-volume subscribers shall have the rights to preferential subscription.
With the exception of the equity capital increases through reinvestment of the legal reserve or other reserve funds, the preceding Paragraph shall apply mutatis mutandis to the issuance of new shares by an incorporated company.
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Article 28-3
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The public issued companies which offer or issue stock warrants, special shares with subscription right or corporate bonds with subscription right shall, upon subscribers exercising subscription right in accordance with the subscription rules prescribed by the companies, be obligated to issue shares to them; the provisions of Paragraph 6 of Article 156 of the Company Act which provides for identical price and Paragraphs 1, 2, and 3 of Article 267 of the same act which allow the employees and original shareholders the rights to priority subscription to new issues shall not be applicable.
The articles of incorporation shall state the number of shares to be subscribed for under the subscription rules prescribed by the companies referred to in the preceding paragraph and shall not be subject to the restrictions under Paragraphs 1 and 2 of Article 278 of the Company Act.
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Article 28-3
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The public issued companies which offer or issue stock warrants, special shares with subscription right or corporate bonds with subscription right shall, upon subscribers exercising subscription right in accordance with the subscription rules prescribed by the companies, be obligated to issue shares to them; the provisions of paragraph 7 of Article 156 of the Company Act which provides for identical price and paragraphs 1, 2, and 3 of Article 267 of the same act which allow the employees and original shareholders the rights to priority subscription to new issues shall not be applicable.
The articles of incorporation shall state the number of shares to be subscribed for under the subscription rules prescribed by the companies referred to in the preceding paragraph and shall not be subject to the restrictions under paragraphs 1 and 2 of Article 278 of the Company Act.
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Article 44
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The approval and certificate of license from the Competent Authority are required for the operation of securities business by a securities firm; the operation of securities business by persons other than securities firms shall be prohibited.
Approval from the Competent Authority shall be required for the establishment of branch units by a securities firm.
The establishment of branch units by a foreign securities firm within the territory of the Republic of China shall be prohibited without the approval and a certificate of license from the Competent Authority.
Standards for establishment of securities firms governing matters including the conditions for establishment of securities firms and their branch units, the types of business in which they may engage, application procedures and documents to be attached, and rules governing their finances, operations and other matters for compliance shall be prescribed by the Competent Authority.
The Competent Authority shall consult with the Central Bank of China when it adopts or amends provisions of the rules referred to in the preceding paragraph regarding foreign exchange business.
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Article 44
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The approval and certificate of license from the Competent Authority are required for the operation of securities business by a securities firm; the operation of securities business by persons other than securities firms shall be prohibited.
Approval from the Competent Authority shall be required for the establishment of branch offices by a securities firm.
The establishment of branch offices by a foreign securities firm within the territory of the Republic of China shall be prohibited without the approval and a certificate of license from the Competent Authority.
Rules governing the establishment criteria and the regulation of securities firms shall be prescribed by the Competent Authority.
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Article 45
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A securities firm shall operate within the business categories as authorized under Article 16, and may not operate securities business beyond the authorized scope. However, with the approval of the Competent Authority, a securities firm may concurrently operate other securities business or other related businesses.
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 the interests of other securities firms; however, financial institutions with approval from the Ministry of Finance shall be exempted from such a restriction.
Investment in a securities firm by overseas Chinese or foreign nationals shall be approved by the Competent Authority.
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Article 45
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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 51
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A director, supervisor, or manager of a securities firm shall not serve concurrently in any position at another securities firm, provided that when there is an investment relationship, a director, supervisor, or manager may serve concurrently as the director or supervisor of the invested securities firm with the approval of the Competent Authority.
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Article 51
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Directors, supervisors or managers of a securities firm shall not invest in other securities firms nor serve concurrently as the directors, supervisors or managers of other securities firms or of a public company; however, the director, supervisor, or manager of a financial institution, due to its investment relationship, may serve concurrently as the director, supervisor or manager of other securities firms or a public company.
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Article 54
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Associated persons employed by securities firms whose duties relate to the securities business shall be twenty years of age or over and possess the qualifications required by relevant acts and regulations. Further, they shall not fall within one of the following categories:
1.having been adjudged bankrupt and not reinstated.
2.concurrently holding a position with another securities firm.
3.(deleted)
4.having been sentenced to a penalty more severe than a term of imprisonment for fraud, breach of trust, or violation of laws governing business and industry, and three years have not elapsed since the date of completion of the sentence execution, the expiration of suspension of sentence, or the pardon of such punishment.
5.falling under any of the situations specified in Items 2 through 4 and Item 6 of the preceding Article.
6.having violated orders issued by the competent Authority in accordance with this Act.
The job title of the associated persons referred to in the preceding paragraph shall be prescribed by the Competent Authority.
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Article 54
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Associated persons employed by securities firms whose duties relate to the securities business shall be twenty years of age or over and possess the qualifications required by relevant acts and regulations, and shall not fall within one of the following categories:
1.having been adjudged bankrupt and not reinstated.
2.concurrently holding a position with another securities firm, provided that this restriction shall not apply when there is an investment relationship and the Competent Authority has granted approval allowing concurrent holding of the position of director or supervisor at the invested securities firm.
3.(deleted)
4.having been sentenced to a penalty more severe than a term of imprisonment for fraud, breach of trust, or violation of laws governing business and industry, and three years have not elapsed since the date of completion of the sentence execution, the expiration of suspension of sentence, or the pardon of such punishment.
5.falling under any of the situations specified in either subparagraphs 2 through 4 or subparagraph 6 of the preceding Article.
6.having violated orders issued by the competent Authority in accordance with this Act.
The job title of the associated persons referred to in the preceding paragraph shall be prescribed by the Competent Authority.
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Article 60
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Except with the approval of the Competent Authority, a securities firm may not engage in the following types of business:
1. Providing margin purchases or short sales for securities transactions.
2. Acting as an agent in margin purchases or short sales for securities transactions.
3. Borrowing or lending securities, or acting as an agent or intermediary in the borrowing or lending of securities.
4. Borrowing or lending money in connection with securities business, or acting as an agent or intermediary for such borrowing or lending of money.
5. In connection with securities business, accepting a commission from a client to act as depository or invest the client's funds.
Regulations governing the qualifications, personnel, operations, and risk management of a securities firm applying for approval to engage in related business in accordance with the preceding paragraph shall be prescribed by the Competent Authority.
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Article 60
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Securities firm shall be prohibited from taking deposits, making loans, borrowing and lending securities, or acting as an agent or broker for the borrowing or lending of money or securities. Provided, however, the following transactions may be undertaken upon the approval of the Competent Authority:
1.providing margin purchases or short sales for securities transactions.
2.acting as an agent in margin purchases or short sales for securities transactions.
The regulations governing margin purchases and short sales for securities transactions provided by securities firms shall be drafted by the Ministry of Finance and approved by the Executive Yuan.
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Article 73
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The underwriting period referred to in Article 71 and 72 shall not be shorter than ten days and longer than thirty days.
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Article 73
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(deleted)
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Article 76
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(deleted)
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Article 76
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An underwriting agreement of the securities underwriter shall contain the following particulars:
1.the names and addresses of the parties to the agreement and their responsible persons.
2.the name, volume, monetary amount, and issuing price of the securities to be underwritten on a firm commitment or a best efforts basis.
3.the date of offering and issuance approved by the Competent Authority, or the date of effective registration with the Competent Authority.
4.the beginning and the ending dates of the underwriting period.
5.the date of payment and the method of payment for the underwriting.
6. the calculation of the compensation for firm commitment underwriting or the commission for the best efforts underwriting, and the date of payment.
7. the method of firm commitment underwriting, and the method of subscribing remaining securities if underwritten on a firm commitment basis, or of returning the unsold portion if underwritten on a best efforts basis.
8.other matters required by the Competent Authority.
A managing underwriter shall be designated in a syndicated underwriting. The contents of a syndicated underwriting agreement shall specify, in addition to the particulars specified in the preceding Paragraph, the allotment to and the responsibilities shared by the managing underwriter and other participating underwriters.
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Article 77
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The underwriter shall register a copy of underwriting agreement with the Competent Authority for its reference prior to the commencement of the sale of securities specified in the agreement.
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Article 77
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(deleted)
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Article 78
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(deleted)
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Article 78
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Upon expiration of the underwriting period, an underwriter shall file a registration statement and a detailed report stating the sale results and the number of its own subscription with the Competent Authority for its recordation.
The provisions of the preceding Paragraph shall apply mutatis mutandis in case the distribution is completed prior to expiration of the underwriting period.
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Article 95
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The standards for the establishment of stock exchanges shall be drafted by the Competent Authority and filed with the Ministry of Finance for its approval.
Each stock exchange shall be limited to operating one centralized securities exchange market.
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Article 95
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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 155
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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.
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 155
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The following actions with regard to securities publicly listed on a stock exchange shall be prohibited:
1.To offer a quote on a centralized securities exchange market and failing to deliver or failing to settle the transaction after such quotation has been accepted, and such inaction 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.
5.To spread rumors or false information with the intent to influence the trading prices of designated securities traded on the centralized securities exchange market.
6.To perform directly or indirectly any other manipulative acts to influence the trading prices or designated 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 buyers 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
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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 in the occurrence of any of the following events:
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, and that such results have the danger of affecting the market order or impairing the public interest.
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, and the result of which is sufficient to result in major changes in the financial condition of the company, and that such results have the danger of affecting the market order or impairing the public interest.
3. the company issuing the securities engages in deceptive, dishonest, or illegal practices, and the result of which is sufficient to affect the prices of its securities, and that such results have the danger of affecting the market order or impairing the public interest.
4.the market price of the securities has undergone continuous, major rises or declines, and it results in the abnormal fluctuations in the prices of other securities and that such results have the danger of affecting the market order or impairing the public interest.
In the event the securities of a listed company encounter any events other than those specified above, and that such events have the danger of affecting the market order or impairing the public interest, the Competent Authority may, with the approval of the Ministry of Finance, take actions in accordance with the provisions of the preceding Paragraph.
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Article 156
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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 major changes 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. Other events of material significance.
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Article 157-1
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Upon learning any information that will have a material impact on the price of the securities of the issuing company, and prior to the public disclosure of such information or within 12 hours after its public disclosure, the following persons shall not purchase or sell 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 manager 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 ten 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.
Persons in violation of the provisions of the preceding paragraph shall be held liable, to trading counterparts who on the day of the violation undertook the corresponding trade with bona fide intent, for damages in the amount of the difference between the buying and selling prices 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, that will have a material impact on its price, or any other information that would 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.
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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Article 157-1
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Upon learning any information that will have a material impact on the price of the securities of the issuing company, and prior to the public disclosure of such information, the following persons shall not purchase or sell shares of the company that are listed or are traded on the over-the-counter market, or any other equity security of the company:
1.the directors, supervisors and managers of the company.
2.shareholders holding more than ten percent of the shares of the company.
3.any person who has learned the information by reason of occupational or controlling relationship.
4.any person who has learned the information from any of the persons named in the preceding three Items.
Persons in violation of the provisions of the preceding Paragraph shall be held liable to bona fide trading counterparts for damages in the amount of the difference between the buying and selling prices prior to the date of public disclosure and the average closing price for ten business days after the date of public disclosure; the court may also, upon the request of the bona fide trading counterpart, treble the liability limits of the said violators should the violation be of a severe nature.
The persons referred to in Item 4 of Paragraph 1 shall be held jointly and severally liable with the persons referred to in Items 1 through 3 of Paragraph 1 who provided the information for the damages referred to in the preceding Paragraph. However, where the persons referred to in Items 1 through 3 of Paragraph 1 who provided the information has reasonable cause to believe the information has been publicly disclosed, they shall not be liable for damages.
The information that will have a material impact on the price of the securities referred to 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, that will have a material impact on its price, or any other information that would have a material impact on the investment decision of a reasonably prudent investor.
The provisions of Paragraph 3 of Article 22-2 shall apply mutatis mutandis to Items 1 and 2 of Paragraph 1 of this Article; 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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Article 171
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A person who has committed any of the following offenses shall be punished with imprisonment for not less than 3 years and not more than 10 years, and in addition thereto, a fine of not less than NT$10 million and not more than NT$200 million may be imposed:
1. A person who has violated the provisions of Paragraph 1 of Article 20, Paragraph 1 and/or Paragraph 2 of Article 155, or Paragraph 1 of Article 157-1.
2. A director, supervisor, manager or employee of an issuer under this Act who, directly or indirectly, causes the company to conduct transactions to its disadvantage and not in the normal course of operation, thus causing substantial damage to the company.
3. A director, supervisor, or manager of an issuer under this Act who, with intent to procure a benefit for himself/herself or for a third person, acts contrary to his/her duties or misappropriates company assets.
Where the amount gained by the commission of an offense under the preceding paragraph is NT$100 million or more, a sentence of imprisonment for not less than seven years shall be imposed, and in addition thereto a fine of not less than NT$25 million and not more than NT$500 million may be imposed.
A person who commits an offense under Paragraph 1 or 2 and subsequently voluntarily surrenders himself/herself, if there is criminal gain and he/she voluntarily hands over the gained assets in full, shall have his/her punishment reduced or remitted. Where an accomplice is captured as a result, the punishment shall be remitted.
A person who commits an offense under Paragraph 1 or 2 and confesses during the prosecutorial investigation, if there is criminal gain and he/she voluntarily hands over the gained assets in full, shall have his/her punishment reduced. Where an accomplice is captured as a result, the punishment shall be reduced by one-half.
Where the criminal benefit gained by a person through commission of an offense under Paragraph 1 or 2 exceeds the maximum amount of the criminal fine, the fine may be increased within the scope of the benefit gained; if the stability of the securities market is harmed, the punishment shall be increased by one-half.
Any property or property interest obtained from the commission of a crime by an offender committing an offense under Paragraph 1 or Paragraph 2, other than that which shall be returned to a victim or a third party or from which damages shall be borne, shall be confiscated within the extent that it belongs to the offender. If the whole or a part of such property or property interest cannot be confiscated, the value thereof shall be indemnified either by demanding a payment from the offender or by offsetting such value with the property of the offender.
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Article 171
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A person who has committed any of the following offenses shall be punished with imprisonment for not less than three years and not more than ten years, and in addition thereto, a fine of not less than NT$10 million and not more than NT$200 million may be imposed:
1. A person who has violated the provisions of paragraph 1 of Article 20, paragraph 1 and/or paragraph 2 of Article 155, or paragraph 1 of Article 157-1.
2. A director, supervisor, manager or employee of an issuer under this Act who, directly or indirectly, causes the company to conduct transactions to its disadvantage and not in the normal course of operation, thus causing substantial damage to the company.
3. A director, supervisor, or manager of an issuer under this Act who, with intent to procure a benefit for himself/herself or for a third person, acts contrary to his/her duties or misappropriates company assets.
Where the amount gained by the commission of an offense under the preceding paragraph is NT$100 million or more, a sentence of imprisonment for not less than seven years shall be imposed, and in addition thereto a fine of not less than NT$25 million and not more than NT$500 million may be imposed.
A person who commits an offense under paragraph 1 or 2 and subsequently voluntarily surrenders himself/herself, if there is criminal gain and he/she voluntarily hands over the gained assets in full, shall have his/her punishment reduced or remitted. Where an accomplice is captured as a result, the punishment shall be remitted.
A person who commits an offense under paragraph 1 or 2 and confesses during the prosecutorial investigation, if there is criminal gain and he/she voluntarily hands over the gained assets in full, shall have his/her punishment reduced. Where an accomplice is captured as a result, the punishment shall be reduced by one-half.
Where the criminal benefit gained by a person through commission of an offense under paragraph 1 or 2 exceeds the maximum amount of the criminal fine, the fine may be increased within the scope of the benefit gained; if the stability of the securities market is harmed, the punishment shall be increased by one-half.
Any property or property interest obtained from the commission of a crime by an offender committing an offense under paragraph 1 or paragraph 2, other than that which shall be returned to a victim or a third party or from which damages shall be borne, shall be confiscated within the extent that it belongs to the offender. If the whole or a part of such property or property interest cannot be confiscated, the value thereof shall be indemnified either by demanding a payment from the offender or by offsetting such value with the property of the offender.
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Article 172
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Any director, supervisor, or employee of a stock exchange who demands, agrees to accept or accepts any improper benefit in connection with the performance of his/her duties shall be punished with imprisonment for not more than five years, detention, and/or a fine of not more than NT$2.4 million.
Any person referred to in the preceding paragraph who demands, agrees to accept or accepts any improper benefits for actions in breach of his/her duties shall be punished with imprisonment for not more than seven years and in addition thereto a fine of not more than NT$3 million may be imposed.
Any benefits received by persons who committed the offenses specified in the preceding two paragraphs shall be confiscated. If the whole or part of such benefits cannot be confiscated, the value thereof shall be collected from the offender.
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Article 172
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Any director, controller, supervisor, or employee of a stock exchange or a securities investment trust enterprise who demands, agrees to accept or accepts any improper benefit in connection with the performance of his/her duties shall be punished with imprisonment for not more than five years, detention, and/or a fine of not more than NT$2.4 million.
Any person referred to in the preceding Paragraph who demands, agrees to accept or accepts any improper benefits for actions in breach of his/her duties shall be punished with imprisonment for not more than seven years and in addition thereto a fine of not more than NT$3 million may be imposed.
Any benefits received by persons who committed the offenses specified in the preceding two paragraphs shall be confiscated. If the whole or part of such benefits cannot be confiscated, the value thereof shall be collected from the offender.
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Article 174
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Any person who commits any of the following offenses shall be punished with imprisonment for not less than one year and not more than seven years and in addition thereto a fine of not more than NT$20 million may be imposed:
1. the making of false statements on the application materials required under Article 30, Paragraphs 1 through 3 of Article 44, or Article 93 of this Act.
2. the making and dissemination to the public of false information with regard to the market value of securities, or with regard to the material aspects of the approved public offering.
3. the violation of Paragraph 1 of Article 32 by an issuer, its responsible persons or employees, and the provision of Paragraph 2 of the same Article does not apply.
4. the making of false statements on the account books, forms/statements, documents, or other reference or report materials produced by any issuer or public tender offeror or related persons thereof, securities firm or its principals, securities dealers association, stock exchange, or any other enterprises referred to in Article 18 pursuant to an order of the Competent to produce such materials.
5. the making of false statements on the account books, forms/statements, vouchers, financial reports or any other business documents by any issuer, public tender offeror, securities firm, securities dealers association, stock exchange, or any other enterprises referred to in Article 18, as required to be produced in compliance with acts or regulations, or orders prescribed by the Competent Authority pursuant thereto.
6. the making of false statements in the content of a financial report under the preceding paragraph by a manager or chief accountant who signs or chops the financial report; provided, the punishment may be reduced or remitted if the person has submitted a corrective opinion and provided evidence in a report to the Competent Authority before the Competent Authority or a judicial agency has commenced an investigation [ex officio or] upon a complaint filed by another person.
7. the making of any investment advice relating to an issuer or designated securities transactions which was based on false information and disseminating the said advice on any newspapers and magazines, written materials, broadcasts, films or by other means.
8. the loaning of company funds to another person, using company assets to provide security or a guarantee for another person, or endorsing of a negotiable instrument by a director, manager, or employee of an issuer in violation of an act or regulation, or the articles of incorporation, or beyond the scope authorized by the board of directors, causing substantial damage to the company.
9. counterfeiting, altering, destroying, concealing, or obscuring working papers or relevant records or documents with intent to impede inspection by the competent authority or investigation by a judicial agency.
A person who commits any of the following offenses shall be punished with imprisonment for not more than five years, or a fine of not more than NT$15 million may be imposed [in lieu thereof] or in addition thereto.
1. issuance of a false or untrue opinion by a lawyer regarding any contract, report, or document of the company related to securities offering, issuance, or trading.
2. failure by a certified public account to faithfully fulfill his or her audit duties and issue a report or opinion with respect to any material falsehood or error in a financial report, document, or information reported or published by a company; or failure by a certified public accountant to expressly state a material falsehood or error in a company financial report due to failure to audit in accordance with applicable laws and regulations and generally accepted audit principles.
Where the commission of an offense under the preceding paragraph materially affects shareholders equity or harms the stability of the securities market, the punishment may be increased by one-half.
Where a personnel member or employee of an issuer commits an offense in Article 1, Paragraph 6 and the offense is slight, the punishment may be reduced.
The Competent Authority shall render a disposition suspending certification work by a certified public accountant who violates Subparagraph 2 of Paragraph 2.
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Article 174
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Any person who commits any of the following offenses shall be punished with imprisonment for not less than one year and not more than seven years and in addition thereto a fine of not more than NT$20 million may be imposed:
1. the making of false statements on the application materials required under Article 30, paragraphs 1 through 3 of Article 44, or Article 93 of this Act.
2. the making and dissemination to the public of false information with regard to the market value of securities, or with regard to the material aspects of the approved public offering.
3. the violation of paragraph 1 of Article 32 by an issuer, its responsible persons or employees, and the provision of paragraph 2 of the same Article does not apply.
4. the making of false statements on the account books, forms/statements, documents, or other reference or report materials produced by any issuer or public tender offeror or related persons thereof, securities firm or its principals, securities dealers association, stock exchange, or any other enterprises referred to in Article 18 pursuant to an order of the Competent Authority to produce such materials.
5. the making of false statements on the account books, forms/statements, vouchers, financial reports or any other business documents by any issuer, public tender offeror, securities firm, securities dealers association, stock exchange, or any other enterprises referred to in Article 18, as required to be produced in compliance with acts or regulations, or orders prescribed by the Competent Authority pursuant thereto.
6. the making of false statements in the content of a financial report under the preceding subparagraph by a manager or chief accountant who signs or chops the financial report; provided, the punishment may be reduced or remitted if the person has submitted a corrective opinion and provided evidence in a report to the Competent Authority before the Competent Authority or a judicial agency has commenced an investigation [ex officio or] upon a complaint filed by another person.
7. the making of any investment advice relating to an issuer or designated securities transactions which was based on false information and disseminating the said advice on any newspapers and magazines, written materials, broadcasts, films or by other means.
8. the loaning of company funds to another person, using company assets to provide security or a guarantee for another person, or endorsing of a negotiable instrument by a director, manager, or employee of an issuer in violation of an act or regulation, or the articles of incorporation, or beyond the scope authorized by the board of directors, causing substantial damage to the company.
9. counterfeiting, altering, destroying, concealing, or obscuring working papers or relevant records or documents with intent to impede inspection by the Competent Authority or investigation by a judicial agency.
A person who commits any of the following offenses shall be punished with imprisonment for not more than five years, or a fine of not more than NT$15 million may be imposed [in lieu thereof] or in addition thereto:
1. issuance of a false or untrue opinion by a lawyer regarding any contract, report, or document of the company related to securities offering, issuance, or trading.
2. failure by a certified public account to faithfully fulfill his or her audit duties and issue a report or opinion with respect to any material falsehood or error in a financial report, document, or information reported or published by a company; or failure by a certified public accountant to expressly state a material falsehood or error in a company financial report due to failure to audit in accordance with applicable laws and regulations and generally accepted audit principles.
Where the commission of an offense under the preceding paragraph materially affects shareholders equity or harms the stability of the securities market, the punishment may be increased by one-half.
Where a personnel member or employee of an issuer commits an offense in subparagraph 6 of paragraph 1, and the offense is slight, the punishment may be reduced.
The Competent Authority shall render a disposition suspending certification work by a certified public accountant who violates subparagraph 2 of paragraph 2.
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Article 178
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Any person who commits any of the following offenses shall be punished with an administrative fine of not less than NT$240,000 and not more than NT$2.4 million:
1. Violation of the provisions of paragraph 1 or paragraph 2 of Article 22-2, Article 26-1, Article 141, Article 144, paragraph 2 of Article 145, Article 147, or Article 152.
2. Violation of the provisions of paragraph 3 of Article 14, paragraph 1 or paragraph 3 of Article 14-1, paragraph 1 or paragraph 5 of Article 14-2, Article 14-3, paragraph 1 or paragraph 2 of Article 14-4, paragraph 1 or paragraph 2 of Article 14-5, paragraph 1 or paragraph 2 or paragraph 4 of Article 25, paragraph 1 or paragraph 7 of Article 26-3, paragraph 4 of Article 36, Article 41, paragraph 1 of Article 43-1, paragraphs 5 through 7 of Article 43-6, Article 58, paragraph 1 of Article 69 Article 79, or Article 159.
3. An issuer or public tender offeror or a related person thereof, a securities firm or a principal thereof, a securities dealers association, a stock exchange, or any other enterprise referred to in paragraph 1 of Article 18 fails to submit account books, forms/statements, documents, or other reference or report materials within the time period specified in this Act or in an order issued by the Competent Authority pursuant to this Act, or any of the above parties refuses, impedes, or evades an examination carried out by the Competent Authority.
4. If any issuer, public tender offeror, securities firm, securities dealers association, stock exchange, or any other enterprise referred to in Article 18, paragraph 1 fails to comply with relevant rules in the preparation, submission, public announcement, maintenance, or storage of the account books, forms/statements, vouchers, financial reports or other relevant business documents as required by this Act, or as required by orders issued by the Competent Authority pursuant to this Act.
5. Violation of rules prescribed by the Competent Authority in accordance with Article 25-1 in regard to the qualifications of proxy solicitors, proxy agents, or those handling proxy solicitation matters, the methods of solicitation or acquisition of proxy forms, or refusal to comply with a request for provision of information by the Competent Authority.
6. Violation of the shareholding percentage requirements of directors and supervisors of publicly issued companies prescribed by the Competent Authority in accordance with paragraph 2 of Article 26, and provisions regarding shareholding percentages, notifications, and auditing in the enforcement rules for auditing the shareholdings thereto.
7. Violation of the provisions of Article 26-3, paragraph 8 by failing to formulate rules for the conduct of directors meetings, or violating the regulations prescribed by the Competent Authority pursuant to the same article and paragraph governing the content of deliberations, procedures, matters to be recorded in the meeting minutes, and public announcement, or violation of the rules issued by the Competent Authority pursuant to Article 36-1 regarding the scope, working procedures, required public announcements, and required filings for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, endorsements or guarantees for others, and disclosure of financial forecast information. 8. Violation of the provisions of paragraph 2 or paragraph 4 through 7 of Article 28-2, or the matters prescribed by the Competent Authority in accordance with paragraph 3 of Article 28-2 regarding procedures,
prices, volumes, methods, methods of transfer, and matters that must be filed and publicly announced in relation to repurchase of shares.
9. Violation of the provisions of paragraph 1 of Article 43-2, paragraph 1 of Article 43-3, paragraph 1 of Article 43-5, or regulations prescribed by the Competent Authority in accordance with paragraph 4 of Article 43-1 regarding the scope, conditions, period, affiliates, and particulars for filing and public announcement in connection with purchases of securities.
Where any person who has committed any of the offenses referred to in subparagraphs 2 through 7 of the preceding paragraph, the Competent Authority shall, in addition to imposing an administrative fine, order the person to comply within a prescribed time period; where the person fails to comply within the specified period, the Competent Authority may order a new period for compliance and impose additional administrative fines of not less than NT$480,000 and not more than NT$4.8 million for each successive failure to comply until corrective action has been taken.
A reward shall be offered for the report of a violation of Article 25-1 that leads to successful discovery of a violation; regulations governing such reward shall be prescribed by the Competent Authority.
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Article 178
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Any person who commits any of the following offenses shall be punished with a fine of not less than NT$120,000 and not more than NT$2.4 million:
1.Violation of the provisions of Paragraph 1 or Paragraph 3 of Article 14-1, Paragraph 1 or Paragraph 2 of Article 22-2, Paragraph 1, Paragraph 2 or Paragraph 4 of Article 25, Article 26-1, Paragraph 4 of Article 36, Article 41, Paragraph 1 of Article 43-1, Paragraphs 5 to 7 of Article 43-6, Article 58, Paragraph 1 of Article 69, Article 73, Article 77, Article 79, Article 141, Article 144, Paragraph 2 of Article 145, Article 147, Article 152 or Article 159.
2.If any issuer or public tender offeror or related persons thereof, securities firm or its principals, securities dealers association, stock exchange, or any other enterprise referred to in Article 18 fails to submit account books, forms/statements, documents, or other reference or report materials within the time period specified in an order issued by the Competent Authority, or refuses or impedes the inspection initiated by the Competent Authority pursuant to the laws.
3.If any issuer, public tender offeror, securities firm, securities dealers association, stock exchange, or any other enterprise referred to in Article 18 fails to comply with relevant rules in the preparation, submission, public announcement, maintenance, or storage of the account books, forms/statements, vouchers, financial reports or other relevant business documents as required by the laws, or as required by orders issued by the Competent Authority pursuant to the laws.
4.If any person violates the shareholding percentage requirements of directors and supervisors of publicly issued companies prescribed by the Competent Authority in accordance with Paragraph 2 of Article 26, and the enforcement rules for auditing the shareholdings thereto.
5.Violation of the provisions of Paragraph 2, Paragraph 4 through 7 of Article 28-2, and the matters prescribed by the Competent Authority in accordance with Paragraph 3 of Article 28-2.
6. Violation of the provisions of Paragraph 1 of Article 43-2, Paragraph 1 of Article 43-3, Paragraph 1 of Article 43-5, or matters prescribed by the Competent Authority in accordance with Paragraph 4 of Article 43-1.
Where any person who has committed the offenses referred to in Items 2 through 4 of the preceding Paragraph has been fined and ordered to comply within the time period prescribed by the Competent Authority but fails to comply within the specified period, the Competent Authority may order a new period for compliance and impose additional fines of not less than NT$240,000 and not more than NT$4.8 million for each successive failure to comply until corrective action has been taken.
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Article 180
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If any person refuses to pay the fine specified in this Act, the matter shall be referred to the court for compulsory execution.
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Article 180
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(deleted)
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Article 180-1
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Where a fine assessed for an offense under this Chapter is NT$50 million or more and the offender lacks the ability to pay it in full, it shall be commuted to labor for a period of not more than two years, to be calculated by the ratio of the total amount of the fine to the number of days in two years; where the fine assessed is NT$100 million or more and the offender lacks the ability to pay it in full, it shall be commuted to labor for a period of not more than three years, to be calculated by the ratio of the total amount of the fine to the number of days in three years.
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Article 180-1
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Where a fine assessed for an offense under this Chapter is NT$50 million or more and the offender lacks the ability to pay it in full, it shall be commuted to labor for a period of not more than two years, to be calculated by the ratio of the total amount of the fine to the number of days in two years; where the fine assessed is NT$100 million or more and the offender lacks the ability to pay it in full, it shall be commuted to labor for a period of not more than three years, to be calculated by the ratio of the total amount of the fine to the number of days in three years.
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Article 181-2
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A demand of the Competent Authority for the establishment of independent directors pursuant to the proviso of Article 14-2, paragraph 1, or its ordering of the establishment of an audit committee pursuant to the proviso of Article 14-4, paragraph 1, or the ipso facto dismissal of a director or supervisor pursuant to Article 26-3, paragraph 6 during the enforcement of Article 26-3 may be applied from the time of expiration of the term currently being served by the directors or supervisors.
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Article 182-1
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The Enforcement Rules of this Act shall be prescribed by the Competent Authority.
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Article 182-1
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The Enforcement Rules of this Act shall be prescribed by the Ministry of Finance.
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Article 183
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This Act shall become effective on the date of promulgation.
The effective date of the amended Article 54, Article 95, and Article 128 of this Act shall be prescribed by the Executive Yuan.
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Article 183
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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 19 July 2000 and enforced from 15 January 2001, and Articles 14-2 through 14-5 and Article 26-3, which were amended on 20 December 2005 and will be enforced from 1 January 2007.
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