| Article 1 |
These Rules are adopted for the purposes of maintaining discipline on the Taipei Exchange ("TPEx") securities market and protecting the rights and interests of investors.
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| Article 2 |
Under these Rules, rewards are offered for reporting the following cases:
- Issuance
Occurrence of any of the following circumstances with respect to the responsible person or relevant personnel of a TPEx listed or emerging stock company:
- Violation of Article 20, paragraph 1 or Article 32 of the Securities and Exchange Act (the "SEA") in that there is any misrepresentation, fraud, or any other act sufficient to mislead other persons with respect to the public offering, issuing, or private placement of securities.
- Violation of Article 20, paragraph 2 of the SEA in that the financial reports or any other relevant financial or business documents filed or publicly disclosed in accordance with the SEA contain misrepresentations or nondisclosures.
- Violation of Article 171, paragraph 1, subparagraph 2 of the SEA 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 SEA by acting contrary to duties or misappropriating company assets, thus causing damage of NT$5 million or more to the company.
- Violation of Article 174, paragraph 1, subparagraph 8 of the SEA 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 company's articles of incorporation, or beyond the scope authorized by the board of directors, causing substantial damage to the company.
- Misappropriation of company funds or defalcation of assets in violation of an act 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 or shareholders' rights and interests.
- Trading
- Violation of Article 62 of the SEA by trading securities, without approval, in an over-the-counter market for the account of its customers or for its own account.
- Occurrence of any of the following circumstances on the TPEx securities market:
- Violation of Article 20, paragraph 1 of the SEA in that there is any misrepresentation, fraud, or any other act sufficient to mislead other persons with respect to the trading of securities.
- Violation of Article 155, paragraph 1 or 2 of the SEA by failing to perform settlement, placing matched orders, speculating, cross trading, spreading rumors or false information, or manipulating the trading prices of stocks.
- Short-swing trading in violation of Article 157 of the SEA.
- Insider trading in violation of Article 157-1 of the SEA.
- Commission of fraud by using the name of the competent authority or the TPEx without authority, constituting an offense of forgery of a private document under Article 210 or an offense of fraud under Article 339 of the Criminal Code or an offense under another criminal law.
- Violation of other criminal laws where the facts of the crime involve the TPEx securities market.
- Securities services 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 TPEx Rules Governing Securities Trading on the TPEx ("Trading Rules"), the TPEx Account Opening Agreement for Securities Trading on the TPEx, or other bylaws, rules, regulations, procedures, key points, public announcements, or circular letters of the TPEx.
- Breach of the Contract for Trading of Securities on the TPEx by a Securities Firm, the Contract for Computer Connection, or the Contract for Supply and Use of Trading Information signed with the TPEx.
- Trading in breach of the principle of good faith, where sufficient to cause damage to others.
- Operation of securities business without approval, in violation of Article 18 or 44 of the SEA.
- A circumstance where a responsible person or employee of a securities investment trust or 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 the Contract for Supply and Use of Trading Information.
- Operating securities investment consulting business without permission, in violation of Article 6 or Article 107 of the Securities Investment Trust and Consulting Act, where the facts of the crime involve the TPEx securities market.
Violations of the short-swing trading provisions in Article 157 of the SEA as referred to in subparagraph 2, item B of the preceding paragraph shall be limited to those by an insider holding shares through a nominee.
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| Article 3 |
A violation report submitted to the TPEx shall be made in writing and include the particulars listed below, and the informant shall sign or fingerprint the report. However, in case of emergency or for other reasonable cause, the report may be made orally.
- The name, address, and national identity card number of the informant.
- The name and domicile/residence of the respondent or other information sufficient to identify the respondent; or in the case of a company, firm, or other incorporated entity, its name, the name of its responsible person, and the location of its place of business or office.
- Concrete evidence for investigation.
To make a violation report orally, the informant shall appear in person at the TPEx and state the particulars set forth in the subparagraphs of the preceding paragraph. The TPEx shall prepare an interview record for the informant to sign as confirmation.
Except for provision of information to a responsible authority as required by law, the TPEx will keep confidential the informant's name, age, domicile/residence, telephone number, and all other information sufficient to identify the informant.
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| Article 4 |
No violation report to which any of the following circumstances applies will be entertained:
- The report is made anonymously or without providing the real name of the informant.
- The report does not comply with any provision of paragraph 1 of the preceding article.
- The matter reported does not fall within the scope set forth in Article 2.
- The fact has already been reported by the news media and no further concrete evidence is provided.
- The fact reported is already under investigation by the TPEx or another agency, or has already been reported by another person first. However, this does not apply if a subsequent informant can produce material evidence more favorable to the investigation.
- The fact reported is a matter for which the TPEx has already decided not to entertain a report or for which a case has already been closed following investigation and disposition. However, this does not apply if the informant can produce new, concrete evidence establishing the necessity of reinvestigation of the case.
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| Article 5 |
If a violation report leads to any of the following results, the TPEx will, depending on the seriousness of the case, grant at its discretion a reward of not more than NT$3 million:
- A final and unappealable judgment of criminal conviction is rendered by a court.
- The prosecutor assesses the facts of the crime in relation to the person(s) identified in the violation report and renders a final and unappealable disposition of deferred prosecution under Article 253-1 of the Code of Criminal Procedure, or renders 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 SEA or Article 103 of the Securities Investment Trust and Consulting Act or any other 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 TPEx suspends the provision of trading information or terminates the Contract for Supply and Use of Trading Information pursuant to the TPEx Rules Governing Use of Trading Information on TPEx Securities Transactions.
- The TPEx renders a disposition of suspension of trading or termination of the Contract for Trading of Securities on the TPEx pursuant to Articles 96 or 97 of the TPEx Trading Rules.
- The TPEx renders a disposition of placement under an altered trading method, suspension of trading, or delisting from the TPEx pursuant to any provision of Articles 12 to 12-2 or 12-4 to 12-6 of the TPEx Trading Rules.
- The TPEx takes any dispositive measures other than those set forth in the preceding three subparagraphs.
If the same violation report leads to both or all of a judgment of criminal conviction by a court, a disposition by the competent authority, or dispositive measures by the TPEx, the grand total of the rewards granted by the TPEx shall not exceed NT$3 million.
If a violation report regarding a case under Article 2, paragraph 1, subparagraph 1, item 6 leads to a criminal conviction by a final and unappealable court judgment, but the case does not meet the circumstances of misappropriation of company funds or defalcation of assets likely to materially affect the company's operation or shareholders' rights and interests, the TPEx may, depending on the circumstances of the case, grant at its discretion a reward of not more than NT$300,000.
If a violation report is filed jointly in the names of multiple informants, the reward shall be distributed evenly among all of the informants. If multiple informants successively file reports addressing the same violation, the reward shall be granted 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 TPEx, a disposition by the competent authority or a prosecutor, or a judgment of criminal conviction by a court, the TPEx after deliberation may also grant a reward to the subsequent informant. If multiple informants separately file reports addressing the same violation and provide concrete evidence, and it is impossible to determine the order in which they did so, the reward shall be granted evenly among them.
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| Article 6 |
If a violation report is filed with the competent authority for securities or a judicial/investigatory agency and the informant makes a request to the TPEx for grant of a reward, the informant shall, after a final and unappealable disposition or criminal conviction judgment is rendered, provide the TPEx with the documentary proof or other relevant materials supporting his/her filing of the violation report with the competent authority for securities or the judicial/investigatory agency, and the TPEx will grant a reward after deliberation.
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| Article 6-1 |
When any of the following circumstances applies to a report filed by an informant, the TPEx shall not distribute the reward or shall recover distributed rewards.
- The informant falsely accuses another of any type of violation under Article 2 of these Rules and is found guilty by a final and unappealable court judgment.
- The informant uses forged or altered evidence for the report and is found guilty by a final and unappealable court judgment.
- When other rewards are provided for the same case in accordance with other laws or regulations or by the competent authority, the Taiwan Stock Exchange, the Taiwan Futures Exchange, or the Taiwan Depository & Clearing Corporation, and the rewards calculated in aggregate exceed the highest standard set forth in these Rules, the excess part shall not be distributed.
- Any of the circumstances listed in Article 8 exists.
When an informant meets any circumstance specified in the preceding paragraph and the informant is deceased, the distributed rewards shall be recovered from the informant’s successors.
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| Article 7 |
An informant to whom the TPEx grants a reward after deliberation shall claim the reward within 3 months after receipt of notice from the TPEx. The informant will be deemed to give up the reward if failing to claim it by the deadline.
To claim the reward, the informant shall bring his/her original national identity card and personal seal. If the informant instructs another person to claim the reward on his/her behalf, a power of attorney and that other person's original national identity card and personal seal shall also be produced.
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| Article 8 |
The provisions regarding rewards herein do not apply to the following persons, who are not eligible for rewards hereunder:
- A responsible person or employee of the Taiwan Stock Exchange, the Taiwan Futures Exchange, the Taiwan Securities Association, the Securities and Futures Institute, or a securities services enterprise as set forth in Article 18 of the SEA.
- A staff member or employee of the competent authority or the TPEx.
- A civil servant filing a violation report of a case to which he/she bears an official duty of inquiry, prosecution, or hearing of the crime.
- A person who files a complaint or violation report, for the purpose of preserving his/her rights and interests, with respect to a dispute arising between him/her and a securities broker or dealer or its responsible person or employee in connection with brokerage trading or proprietary trading or securities.
- A party involved in any of the circumstances listed in Article 5, paragraph 1.
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| Article 9 |
If the matter addressed in a report involves a violation of any bylaws or rules of the TPEx, the case shall be handled in accordance with the provisions of the TPEx. If there is found to be no concrete evidence, the case shall be closed and kept on file. If the matter addressed in the report involves a violation of any law or regulation, the case shall be reported to the competent authority.
After handling the case pursuant to Article 4 or the preceding paragraph, the TPEx will send a letter to the informant who submitted the report.
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| Article 10 |
The provisions of these Rules regarding rewards shall apply mutatis mutandis to a reported case that is entertained prior to the adoption of or amendment to these Rules and for which a final and unappealable court judgment is rendered after the adoption or amendment has been publicly announced and implemented.
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| Article 11 |
These Rules, and any amendments hereto, shall be publicly announced and implemented after approval and recordation by the competent authority.
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