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Title Securities and Exchange Act CH
Date 2010.01.13 ( Amended )

Article Content

Article 1
Article 2
Article 3
Article 4
Article 5
Article 6
Article 7
Article 8
Article 9
Article 10
Article 11
Article 12
Article 13
Article 14
Article 14-1
Article 14-2
Article 14-3
Article 14-4
Article 14-5
Article 15
Article 16
Article 17
Article 18
Article 18-1
Article 18-2
Article 18-3
Article 19
Article 20
Article 20-1
Article 21
Article 21-1 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.
Article 22
Article 22-1
Article 22-2
Article 23
Article 24
Article 25
Article 25-1
Article 26
Article 26-1
Article 26-2
Article 26-3
Article 27
Article 28
Article 28-1
Article 28-2
Article 28-3
Article 28-4
Article 29
Article 30
Article 31
Article 32
Article 33
Article 34
Article 35
Article 36 Within four months following the close of each fiscal year, an issuer under this Act shall announce to the public and register with the Competent Authority financial reports which have been duly audited and certified by a certified public accountant, approved by the board of directors, and recognized by the supervisors. Unless otherwise approved by the Competent Authority, an issuer shall also comply with the following requirements: 1.within two months after the close of each fiscal half year, publicly announce and register with the Competent Authority financial reports duly audited and certified by a certified public accountant, approved by the board of directors, and recognized by the supervisors. 2.within one month after the end of the first and third quarters of each fiscal year publicly announce and register with the Competent Authority financial reports duly reviewed by a certified public accountant. 3.within the first ten days of each calendar month publicly announce and register with the Competent Authority the operating status for the preceding month. Within two days from the date of occurrence of any of the following events, any company referred to in the preceding paragraph of this Article shall publicly announce and register with the Competent Authority: 1.the annual financial reports approved by the regular meeting of shareholders if such reports are inconsistent with the annual financial reports which have been announced to the public and filed with the Competent Authority. 2.any event which has a material impact on shareholders' equity or securities prices. The companies referred to in paragraph 1 shall prepare an annual report and distribute it to all shareholders prior to or at the regular meeting of shareholders. Particulars to be covered in the annual report shall be prescribed by the Competent Authority. Copies of the reports publicly announced and registered with the Competent Authority referred to in paragraphs 1 and 2, and the annual report referred to in the preceding paragraph shall, in case such securities are listed on the stock exchange, be sent to the stock exchange and the securities dealers association, or in the case of securities traded over-the-counter, sent to the securities dealers association for review by the public. The regular meeting of shareholders referred to in subparagraph 1 of paragraph 2, and paragraph 3 shall be convened within six months after the close of each fiscal year. During the reorganization procedure of an issuer, matters to be ratified by the board of directors and the supervisors under paragraph 1 shall be ratified by the reorganizers or the reorganization supervisors of the issuer.
Article 36-1
Article 37
Article 38
Article 38-1
Article 39
Article 40
Article 41
Article 42
Article 43
Article 43-1
Article 43-2
Article 43-3
Article 43-4
Article 43-5
Article 43-6
Article 43-7
Article 43-8
Article 44
Article 45
Article 46
Article 47
Article 48
Article 49
Article 50
Article 51
Article 52
Article 53
Article 54
Article 55
Article 56
Article 57
Article 58
Article 59
Article 60
Article 61
Article 62
Article 63
Article 64
Article 65
Article 66
Article 67
Article 68
Article 69
Article 70
Article 71
Article 72
Article 73
Article 74
Article 75
Article 76
Article 77
Article 78
Article 79
Article 80
Article 81
Article 82
Article 83
Article 84
Article 85
Article 86
Article 87
Article 88
Article 89
Article 90
Article 91
Article 92
Article 93
Article 94
Article 95
Article 96
Article 97
Article 98
Article 99
Article 100
Article 101
Article 102
Article 103
Article 104
Article 105
Article 106
Article 107
Article 108
Article 109
Article 110
Article 111
Article 112
Article 113
Article 114
Article 115
Article 116
Article 117
Article 118
Article 119
Article 120
Article 121
Article 122
Article 123
Article 124
Article 125
Article 126
Article 127
Article 128
Article 129
Article 130
Article 131
Article 132
Article 133
Article 134
Article 135
Article 136
Article 137
Article 138
Article 139
Article 140
Article 141
Article 142
Article 143
Article 144
Article 145
Article 146
Article 147
Article 148
Article 149
Article 150
Article 151
Article 152
Article 153
Article 154
Article 155
Article 156
Article 157
Article 157-1 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 managerial officer 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 opposite-side 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 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.
Article 158
Article 159
Article 160
Article 161
Article 162
Article 163
Article 164
Article 165
Article 166
Article 167
Article 168
Article 169
Article 170
Article 171 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 or paragraph 2 of Article 20, paragraph 1 or paragraph 2 of Article 155, or paragraph 1 of Article 157-1. 2. A director, supervisor, managerial officer 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 managerial officer 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 another principal offender or 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 another principal offender or 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.
Article 172
Article 173
Article 174
Article 174-1
Article 174-2
Article 175
Article 176
Article 177 Any person who commits any of the following offenses shall be punished with imprisonment for not more than one year, detention, and/or a fine of not more than NT$1.2 million: 1. violation of the provisions of paragraph 1 of Article 31, Article 34, Article 40, paragraph 1 of Article 43-4, paragraph 1 of Article 43-8, Article 45, Article 46, paragraph 2 of Article 50, Article 119, Article 128, Article 150 or Article 165. 2. violation of regulations prescribed by the Competent Authority pursuant to Article 61.
Article 177-1
Article 178 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 party 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, related parties, 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.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 party 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, related parties, and particulars for filing and public announcement in con
Article 179
Article 180
Article 180-1
Article 181
Article 181-1
Article 181-2
Article 182
Article 182-1
Article 183 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, Articles 14-2 through 14-5 and Article 26-3, which were amended on 20 December 2005 and enforced from 1 January 2007, the articles amended on 5 May 2006, which are enforced from 1 July 2006, and the articles amended on 26 May 2009, which are enforced from 23 November 2009.
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