Article 20
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During the public offering, issuance, private placement, or trading of securities, there shall be no misrepresentation, fraud, or any other act sufficient to mislead other persons. Financial reports and financial and business documents filed or publicly disclosed by an issuer in accordance with this Act shall contain no misrepresentation or concealment. Anyone who violates the provisions of paragraph 1 shall be liable for compensation for damage sustained by bona fide acquirers or sellers of the securities. The principal who engages a securities broker to purchase or sell securities as a commission agent shall be deemed as an "acquirer" or "seller" for the purpose of the preceding paragraph.
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Article 155
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The following acts are prohibited with respect to securities listed on a stock exchange: 1. Placing an order to trade or a quote to trade on a centralized securities exchange market and failing to perform settlement after the trade is executed, where sufficient to affect the market order. 2. (Deleted) 3. Conspiring with another party in a scheme in which one party sells or buys a certain security at an agreed price while the other party buys or sells it in a corresponding trade(s), with the intent to inflate or deflate the trading price of that security on the centralized securities exchange market. 4. Continuously buying a certain security at high prices or selling it at low prices oneself or under the name of another with the intent to inflate or deflate the trading price of that security on the centralized securities exchange market, with a likelihood that market prices or market order will be affected. 5. Continuously placing orders for trades or quotes for trades and completing corresponding trades oneself or under the name of another, with the intent to create an impression of brisk trading in a certain security on the centralized securities exchange market. 6. Spreading rumors or false information with the intent to affect the trading prices of securities traded on the centralized securities exchange market. 7. Directly or indirectly engaging in any other act of manipulation to affect the trading prices of securities traded on the centralized securities exchange market. The provisions of the preceding paragraph shall apply mutatis mutandis to trades conducted on the over-the-counter market. Persons who violate the preceding two paragraphs shall be liable to compensate the damage suffered by bona fide buyers or sellers of the 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 157-1
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Upon actually knowing any information of a company that issues stock that would have a material impact on its stock price, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the following persons shall not buy or sell, themselves or in the name of another, any stock or other securities with equity characteristics of that company that are listed on an exchange or traded over-the-counter: 1. A director, supervisor, or managerial officer of the company, or a natural person designated to exercise powers as representative pursuant to Article 27, paragraph 1 of the Company Act. 2. A shareholder holding more than ten percent of the shares of the company. 3. Anyone who has learned the information based on occupation or a control relationship. 4. Anyone who has lost the status under any of the preceding three subparagraphs for a period of less than six months. 5. Anyone who has learned the information from any of the persons in the preceding four subparagraphs. Upon actually knowing any information of a company that issues stock that would have a material impact on its ability to pay principal or interest, after the information is precise, and prior to the public disclosure of such information or within 18 hours after its public disclosure, the persons listed in the preceding paragraph shall not sell, themselves or in the name of another, any non-equity corporate bonds of that company that are listed on an exchange or traded over-the-counter. Persons in violation of the provisions of paragraph 1 or the preceding paragraph shall be liable, to trading counterparties who on the day of the violation made an opposite trade with bona fide intent, for damages in the amount of the difference between the buy or sell price and the average closing price for ten business days after the date of public disclosure. The court may also, upon the request of the trading counterparty who made an opposite trade with bon fide intent, treble the damages payable by the violator if the violation is severe. The court may reduce the damages if the violation is minor. The persons referred to in subparagraph 5 of paragraph 1 shall be 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, if the persons referred to in subparagraphs 1 through 4 of paragraph 1 who provided the information had good cause to believe the information had already been publicly disclosed, they shall not be liable for damages. The phrase "information that would have a material impact on its stock price" in paragraph 1 shall mean information relating to the finances or businesses of the company, or the market supply and demand of those securities, or to a public tender offer, the specific content of which would have a material impact on its stock price, or 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. Regulations governing the scope of information that would have a material impact on the ability of the issuing company to pay principal or interest as mentioned in paragraph 2, the means of its disclosure, and related matters shall be prescribed by the Competent Authority. The provisions of paragraph 3 of Article 22-2 shall apply mutatis mutandis to subparagraphs 1 and 2 of paragraph 1 of this Article; the same shall apply with respect to those who have lost the status for a period of less than six months. The provisions of paragraph 4 of Article 20 shall apply mutatis mutandis to the trading counterparty referred to in paragraph 2 of this Article.
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Article 165-1
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When stock issued by a foreign company has been approved for the first time by a stock exchange or over-the-counter securities exchange for listed trading on the stock exchange or over-the-counter market or for registration as emerging stock, if the issuer's stock is not traded on a foreign securities exchange, then, unless otherwise provided by the Competent Authority, the provisions of Articles 5 to 8, Articles 13 to 14-1, Article 14-2, paragraphs 1 to 4, and 6, Article 14-3, Article 14-4, paragraphs 1, 2, 5, and 6, Article 14-5, Article 14-6, Articles 19 to 21, Articles 22 to 25-1, Article 26-3, Article 27, Article 28-1, paragraphs 2 to 4, Article 28-2, Articles 28-4 to 32, Article 33, paragraphs 1, and 2, Articles 35 to 43-8, Article 61, Article 139, Articles 141 to 145, Article 147, Article 148, Article 150, and Articles 155 to 157-1 shall apply mutatis mutandis to the management and supervision of the public offering, issuance, private placement, and trading of the securities.
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Article 165-2
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When stock or securities representing stock issued by a foreign company other than under the preceding article is already traded on a foreign securities exchange, or the securities of a branch of a foreign financial institution or subsidiary of a foreign company meeting the requirements prescribed by the Competent Authority have been approved by a stock exchange or over-the-counter securities exchange for listed trading on the stock exchange or over-the-counter market, then, unless otherwise provided by the Competent Authority, the provisions of Articles 5 to 8, Article 13, Article 14, paragraphs 1 and 3, Articles 19 to 21, Article 22, Article 23, Articles 29 to 32, Article 33, paragraphs 1 and 2, Article 35, Article 36, paragraphs 1 to 6, Articles 38 to 40, Article 42, Article 43, Article 43-1, paragraphs 2 to 4, Articles 43-2 to 43-5, Article 61, Article 139, Articles 141 to 145, Article 147, Article 148, Article 150, and Articles 155 to 157-1 shall apply mutatis mutandis to the management and supervision of the public offering, issuance, and trading of the securities in the Republic of China.
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