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Article 22-2
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The transfer of stock by the directors, supervisors, managerial officers, or shareholders holding more than ten percent of the total shares of a company that has issued stock under this Act shall be effected in accordance with any of the following methods:
1. An offering to the public following approval from the Competent Authority or the effective date of a filing for registration with the Competent Authority.
2. Transfer, at least three days after the filing date for registration with the Competent Authority, on a centralized exchange market or the over-the-counter market, shares that comply with the holding period requirement and daily transfer allowance ratio prescribed by the Competent Authority. However, filing is not required for transfers totaling less than 10,000 shares per trading day.
3. Transfer, within three days from the date of filing for registration with the Competent Authority, to specific persons satisfying the qualifications prescribed by the Competent Authority.
If a transferee of stock transferred under subparagraph 3 of the preceding paragraph wishes to transfer the shares within one year therefrom, they still must do so in accordance with one of the methods listed in the preceding subparagraphs.
The calculation of shares held by persons referred to in paragraph 1 shall include shares held by their spouses and minor children and those held under the names of others.
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Article 171
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A person who commits 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 criminal fine of not less than NT$10 million and not more than NT$200 million may be imposed:
1. Violation of paragraph 1 or paragraph 2 of Article 20, paragraph 1 or paragraph 2 of Article 155, or paragraph 1 or 2 of Article 157-1.
2. A director, supervisor, managerial officer or employee of a company that has issued securities under this Act directly or indirectly causes the company to conduct trades that are disadvantageous and are inconsistent with regular business practice, causing substantial damage to the company.
3. A director, supervisor, or managerial officer of a company that has issued securities under this Act, with the intent to procure a benefit for themselves or for a third person, acts contrary to their duties or misappropriates company assets, thus causing damage of NT$5 million or more to the company.
If the value of property or property interests 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 criminal 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, subparagraph 3, causing damage of less than NT$5 million to the company, shall be punished under Articles 336 and 342 of the Criminal Code.
A person who commits an offense under the preceding 3 paragraphs and subsequently voluntarily surrenders themselves, if they voluntarily hand over the proceeds of the crime in full, shall have their punishment reduced or remitted. If, in addition, another principal offender or a joint offender is captured as a result, their punishment shall be remitted.
A person who commits an offense under paragraphs 1 to 3 and confesses during the prosecutorial investigation, if they voluntarily hand over the proceeds of the crime in full, shall have their punishment reduced. If, in addition, another principal offender or a joint offender is captured as a result, their punishment shall be reduced by one-half.
Where the value of property or property interests gained by a person through the 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 value of the property or property interests gained; if the stability of the securities market is harmed, the punishment shall be increased by one-half.
If the proceeds of a crime committed under paragraphs 1 to 3 belong to the offender or were obtained by a natural person, juristic person, or unincorporated body other than the offender under a circumstance set out in Article 38-1, paragraph 2 of the Criminal Code, the proceeds shall be confiscated, unless they shall be returned to a victim, third person, or person who is entitled to claim for damages.
A person who violates Article 20, paragraph 1 or 2, Article 155, paragraph 1 or 2, or Article 157-1, paragraph 1 or 2, as applied mutatis mutandis under Article 165-1 or 165-2, shall be punished under the provisions of paragraph 1, subparagraph 1, and of paragraph 2 up to the preceding paragraph hereto.
The provisions of paragraph 1, subparagraphs 2 and 3, and paragraphs 2 to 7 shall apply to the directors, supervisors, managerial officers, or employees of a foreign company.
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