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Article 2
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Under these Rules, reporting of the following unlawful activities is encouraged:
- Issuance
When any of the following circumstances applies to the responsible person or a related personnel of a TWSE listed company:
- Violation of Article 20, Paragraph 1, and Article 32, of the Securities and Exchange Act (the "Act") in that there are misrepresentations, frauds, or any other acts which are sufficient to mislead other persons during the public offering, issuing or private placement of securities.
- Violation of Article 20, Paragraph 2 of the Act in that the financial reports and financial an business documents filed or publicly disclosed according to law contain misrepresentations or nondisclosures.
- Violation of Article 171, Paragraph 1, Subparagraph 2 of the Act by causing the company to conduct transactions to its disadvantage and not in the normal course of operation, thus causing substantial damage to the company.
- Violation of Article 171, Paragraph 1, Subparagraph 3 of the Act by acting contrary to duties or misappropriating company assets, thus causing damage up to NT$5 million or more to the company.
- Violation of Article 174, Paragraph 1, Subparagraph 8 of the Act by loaning company funds to another person, using company assets to provide security or a guarantee for another person, or endorsing a negotiable instrument 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.
- Misappropriation of funds or defalcation of assets in violation of a law or regulation or the company's articles of incorporation or internal control procedures, where the violation is likely to materially affect the company's operation and shareholders' rights and interests.
- Trading
- Violation of Article 96 of the Act by engaging in the operation of business similar to that of a centralized securities exchange market or providing business premises or facilities for such proposes.
- Any of the following occurs on a centralized securities exchange market:
- Violation of Article 20, Paragraph 1 of the Act in that there are misrepresentations, frauds, or any other acts which are sufficient to mislead other persons during the trading of securities.
- Violation of Article 155, Paragraph 1 of the Act by failing to perform settlement, placing corresponding orders, speculating, consummating corresponding transactions, spreading rumors or false information, or manipulating the trading prices of securities.
- Short-swing trading in violation of Article 157 of the Act.
- Insider trading in violation of Article 157-1 of the Act.
- Frauds committed by a person posing as a representative of the competent authority or TWSE in violation of Article 210 (forging private documents) and Article 339 (fraudulence) of the Criminal Code or other criminal laws.
- Violation of other criminal laws where the facts of the offense involve a centralized securities exchange market.
- Securities service enterprises
- Any of the following acts by a securities firm or its responsible person or employee:
- Violation of a law or regulation governing securities trading or an administrative disposition under a law or regulation.
- Violation of any provision of the Operating Rules, the Rules Governing Brokerage Contracts Of Securities Brokers of the Taiwan Stock Exchange Corporation (TWSE), or other TWSE rules or bylaws.
- Breach of any of the contract for use of the central securities exchange market, contract for computer connection, or contract for supply and use of trading information entered into with the TWSE.
- Trading activities in breach of the principle of good faith, where sufficient to cause damage to others.
- Operation of securities business without permission, in violation of Articles 18 and 44 of the Act.
- A circumstance where a responsible person or employee of a securities investment trust and consulting enterprise engages in the same type of securities trading, accepts property, or misuses fund assets or discretionary investment accounts for himself/herself or others, using information he/she becomes aware of in the performance of duties, in violation of securities investment trust and consulting laws and regulations or other criminal laws where the rights and interests of fund investors or discretionary investment customers are affected
- Breach by an information service provider of a contract for supply and use of trading information.
- Unauthorized performance of securities investment consulting services in violation of Articles 6 and 107 of the Securities Investment Trust and Consulting Act, with the fact of crime committed involving the centralized securities exchange market.
Violations of the short-swing trading provisions in Article 157 of the Act as referred to in item 2, subparagraph 2 of the preceding paragraph shall be limited to those by an insider holding shares through a nominee.
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Article 5
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If a violation report leads to any of the following results, the TWSE will, depending on the seriousness of the case, give at its discretion a reward of not more than NT$3 million:
- A final and unappealable criminal conviction is handed down by a court.
- The prosecutor assesses the facts of the crime in relation to the persons identified in the violation report and makes a disposition of deferred prosecution under Article 253-1 of the Code of Criminal Procedure, or makes a final and unappealable disposition of non-prosecution under Article 253 or 254 of the same Code.
- The competent authority renders a disposition under Article 56 or 66 of the Act, Article 103 of the Securities Investment Trust and Consulting Act, or renders another disposition, and the disposition is final and unappealable.
- In the case of a reported matter falling within the scope set forth in Article 2, paragraph 2, the respondent disgorges the profit to the company, or the right to disgorgement has been confirmed in a final and unappealable court judgment.
- The TWSE suspends the provision of trading information or terminates the contract for supply and use of trading information pursuant to the TWSE Regulations Governing the Use of Trading Information.
- The TWSE suspends trading of the securities of the respondent or terminates a contract for use of the market pursuant to any provision of Articles 139 to 141 of the TWSE Operating Rules.
- The TWSE alters the trading method or suspends trading of, or delists, the securities of the respondent pursuant to any provision of Articles 49 to 50-3 of the TWSE Operating Rules.
- The TWSE takes dispositive measures other than those set forth in the preceding three subparagraphs.
If the same violation report leads to both or all of a court judgment of guilt, a disposition by the competent authority, or dispositive measures by the TWSE, the grand total of the rewards given by the TWSE shall not exceed NT$3 million.
The TWSE may, depending on the individual circumstances, give at its discretion a reward of not more than NT$300,000 if the case, which has been reported pursuant to Article 2, paragraph 1, subparagraph 1, item 6 and on which a conclusive court judgment of guilt is rendered, does not constitute misappropriation of funds or defalcation of assets or cause a material impact on the company's operation and shareholders' rights and interests.
If a violation report is filed in the names of multiple informants, the reward money shall be distributed evenly among all of the informants. If multiple informants successively file reports addressing the same violation, the reward shall be given to the informant who first provides concrete evidence. However, if evidence or materials submitted by a subsequent informant provide important assistance toward dispositive measures by the TWSE, a disposition by the competent authority or a prosecutor, or a criminal conviction by a court judgment, the TWSE may also after deliberation give a reward to the subsequent informant. If multiple informants individually file reports addressing the same violation and provide concrete evidence, and no informant has done so earlier than the others, the reward shall be distributed evenly among the informants.
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Article 6-1
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If one of the following circumstances applies to a violation report filed by an informant, the reward shall not be given, or shall be returned if it has been given:
- The informant brought a false accusation against other persons of the violations under Article 2 of these Rules and is found guilty by a court’s final judgment.
- The informant files a violation report with forged or altered evidence and is found guilty by a court’s final judgment.
- Where additional rewards are issued for the same violation report under other laws or the rules of the competent authority, Taiwan Futures Exchange Corporation, Taipei Exchange or Taiwan Depository & Clearing Corporation, and the total combined rewards exceed the maximum amount under these Rules, the amount that is above the maximum allowed limit.
- The informant is in one of the circumstances in Article 8.
If the informant in one of the above circumstances is dead, his or her successor should be asked to return the reward given to the informant.
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