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Title	Taiwan Stock Exchange Corporation Articles of Incorporation CH
Date	2025.07.10 ( Amended )

Article Content

Chapter 1 General Provisions

Article 1	The purpose of the Corporation is to promote business investment, facilitate economic planning and development, provide assistance to industrial and commercial enterprises and protect rights and benefits of investors. The name of the Corporation is the Taiwan Stock Exchange Corporation.
Article 2	The Corporation is organized in accordance with the Securities and Exchange Act and the Company Act. The Corporation has submitted an application to the competent authorities for approval and registration.
Article 3	The Corporation is situated in Taipei, Taiwan.
Article 4	The Corporation shall continue to exist for such period as approved by the competent authority upon application in accordance with the Securities and Exchange Act.
Article 5	The Corporation shall make public announcements in accordance with Article 28 of the Company Act.
Article 5-1	The Corporation may, based on the needs and by a resolution of the board of directors(the "Board"), provide a guarantee for companies, in which the Corporation directly or indirectly holds more than half of the total voting shares.

Chapter 2 Business

Article 6

The Corporation may engage in the following business activities:

Providing the premises and facilities to supply to contracted securities brokers and securities dealers for centralized trading, clearing and settlement of securities under the Securities and Exchange Act and other relevant services; and
Engaging in such other business activities as approved by the competent authority and invest in other enterprises.

Article 7

As preliminarily determined, five hundred securities brokers and securities dealers may trade at the market of the Corporation. Where necessary, the board of directors (the "Board") may resolve to change the above number, subject to approval of the competent authority.
The qualifications and criteria of the securities brokers and securities dealers in the preceding paragraph shall be determined in accordance with the Securities and Exchange Act and the Standards Governing the Establishment of Securities Firms.

Chapter 3 Shares

Article 6
Article 9	Matters on which these Rules are silent shall be governed by the TWSE Operating Rules and applicable regulations.
Article 7	The Corporation may only transfer its shares to those permitted under the Securities and Exchange Act. No transfer of shares of the Corporation may be used against the Corporation unless the name and residence or domicile of the transferee is recorded in the shareholder roster of the Corporation. No changes to the information recorded in the shareholder roster in the preceding paragraph may be allowed within 30 days before a regular shareholders' meeting, or 15 days before a special shareholders' meeting, or 5 days before the record date of distribution of stock dividends or bonuses or other benefits. These Rules shall take effect after having been submitted to and approved for recordation by the competent authority. Subsequent amendments thereto shall be effected in the same manner.

Chapter 4 Shareholders' Meeting

Article 11	The Board shall convene a regular shareholders' meeting within six months after the end of a fiscal year. A special shareholders' meeting may be convened in accordance with law if necessary. The aforementioned meeting may be held by teleconference or other means announced by the central competent authority. Shareholders taking part in a shareholders' meeting held by teleconference are deemed present in person.
Article 12	All shareholders shall be notified of the date, place and agenda of the meeting 20 days before a regular shareholders' meeting or 10 days before a special shareholders' meeting. Shareholders holding 1% or more of the total issued shares of the Corporation may submit a proposal in writing to the regular shareholders' meeting. Only one proposal may be accepted. All other proposals will not be included in the agenda. The Corporation will issue a public announcement on solicitation of proposals from shareholders, where proposals shall be submitted to, and when proposals may be accepted prior to the date of suspension of transfer of shares before a regular shareholders' meeting. The period to accept proposals shall not be shorter than 10 days. A proposal submitted by shareholders must not exceed 300 Chinese characters. Any proposal containing more than 300 Chinese characters will not be included in the agenda. A shareholder who has submitted a proposal must attend the regular shareholders' meeting in person or by proxy and participate in the discussion of his or her proposal. The Board may refuse to include a proposal submitted by shareholder in the agenda in one of the following circumstances: The proposal is not something to be resolved at a shareholders' meeting; The shareholder submitting the proposal holds less than 1% of the shares of the Corporation at the time prior to commencement of the period when transfer of shares is suspended under Paragraph 2, Article 165 of the Company Act; or The proposal is not submitted during the scheduled period when proposals may be accepted as specified in the public announcement. The Corporation shall notify the shareholder submitting the proposal of the status of his or her proposal before the date when the notice of the shareholders' meeting is sent, and include the proposals that have met the requirements in this article in the meeting notice. The Board shall provide reasons for not including a shareholder's proposal in the agenda at the shareholders' meeting.
Article 13	Each shareholder of the Corporation shall have a voting right for each share they hold. Voting rights may be exercised in writing or electronically at the shareholders' meeting of the Corporation. If voting rights are to be exercised in writing or electronically, how voting rights may be exercised shall be specified in the notice of the shareholders' meeting. A shareholder exercising voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person and waived his or her rights to the extempore motion and amendments to existing proposals at the shareholders' meeting.
Article 14	If a shareholder cannot attend a shareholders' meeting in person, he or she may issue a proxy form in accordance with law, stating the scope of authorization, to authorize an agent to attend the meeting on his or her behalf. The proxy form must be delivered to the Corporation or its stock agent at least five days before the shareholders' meeting. If the agent in the preceding paragraph acts as the proxy for two or more shareholders at the same time and the voting rights he or she represents exceed 3% of the voting rights of all the issued shares, the excess voting rights will not be exercised. A corporate shareholder shall send the name(s) of its representative(s) who will attend a shareholders' meeting to the Corporation or its stock agent at least five days before the meeting of the shareholders' meeting. There may be one or more representatives in the preceding paragraph but the voting rights that may be exercised by them at the shareholders' meeting shall be calculated on the basis of the total number of voting shares hold by such corporate shareholder. If, after the Corporation has received a proxy form, a shareholder sending the proxy form decides to attend the shareholders' meeting in person or intends to exercise his or her voting rights in writing or electronically, he or she shall issue a written notice to revoke the authorization to the Corporation two days before the shareholders' meeting. If the revocation is not provided within the specified time limit, exercise of the voting rights by the proxy attending the meeting shall prevail. These Rules shall apply to listed securities for which an altered trading method has been imposed by public announcement of the TWSE.
Article 15
Article 16	The chairperson of the Board shall chair the shareholders' meeting. In the event of absence of the chairperson of the Board for cause, a director may be designated to act as the meeting chair or the meeting chair may be elected from among the directors.
Article 17	Unless otherwise provided for in the Company Act, a resolution of a shareholders' meeting shall be adopted with a consent of the shareholders representing a majority of the voting rights at the meeting attended by shareholders holding a majority of the total issued shares. In the case of a tie in the votes, the meeting chair shall have a deciding vote.
Article 18	Resolutions of a shareholders' meeting shall be recorded in the meeting minutes signed or affixed with the chop by the meeting chair and kept together with the attending shareholders' signature book and attendance proxy forms. Meeting minutes in the preceding paragraph may be produced and distributed electronically.

Chapter 5 Directors, Supervisors and Managers

Article 19	The Corporation has 15 directors and 3 supervisors, all to be elected at the shareholders' meeting in accordance with law, except that at least one third of them shall be appointed by the competent authority from among the professionals with related expertise as provided under the Securities and Exchange Act.
Article 20	The directors and supervisors shall have a term of office of three years and may be reelected or reappointed. A director or supervisor filling the vacancy shall be in the office for the remaining period of term of the former director or supervisor whose vacancy he or she fills.
Article 21	The Board comprises directors. The chairperson of the Board shall be elected from among the directors with a consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. The chairperson of the Board shall be the representative of the Corporation.
Article 2	The chairperson of the Board shall convene and chair the meeting of the Board. Unless otherwise provided for under the Company Act, a resolution shall be adopted with a consent of a majority of the directors present at a meeting of the Board attended by a majority of the directors. If chairperson of the Board cannot attend the meeting of the Board for cause, a director may be designated to act as the meeting chair or the meeting chair may be elected from among the directors. A director unable to attend the meeting of the Board in person may authorize another director in writing as his or her agent. One director may only act as the agent of another director.
Article 23	The Board shall have the following powers and authorities: Deliberating and deciding on the important policies and regulations of the Corporation; Reviewing and discussing the operational guidelines and annual budget of the Corporation; Reviewing and discussing the final accounts and profit allocation proposal of the Corporation; Reviewing and discussing the proposals and reports submitted to the shareholders' meeting; Appointing or discharging the general manager and deputy general managers, and the assistant general managers, business commissioners, and managers and deputy mangers of various departments; Approving and determining the Corporation's investment activities; Deliberating and deciding on the Contract for Use of the Centralized Securities Exchange Market; Deliberating and deciding on the Criteria Governing Consignment Contracts of Securities Brokers trading at the Corporation's centralized securities exchange market; Deliberating and deciding on cases where a securities broker or securities dealer is restricted or prohibited from trading or its contract for use of the centralized securities exchange market is terminated for trading at the Corporation's centralized securities exchange market in violation of the law, regulations, rules and contract; Deliberating and deciding on the amount of the brokerage/handling fees and other charges payable by securities broker and securities dealer for trading at the Corporation's centralized securities exchange market, and the rate of the service charge collected by securities broker from its principal; Deliberating and deciding on the criteria for review of securities listings and the rules governing listing contract; Approving and determining the listing and delisting of trading of securities; Deliberating and deciding on the rate of the listing fee payable by issuer for the securities to be listed; and Approving and determining other important matters. The chairman of the TWSE may be authorized to approve the delisting of securities in subparagraph 12 of the preceding paragraph. When accepting an order to trade securities listed under the altered-trading-method category, a securities broker shall take full delivery of the funds or securities before making trading quotes. When an institutional investor or government fund represented by a custodian institution places sell quotes for a single security listed under the altered-trading-method category, within a cumulative amount on the same day of less than NT$50 million, it may be exempted from the provision of the preceding paragraph. By public announcement of the TWSE, the periodic call auction trading method may be imposed for securities referred to in paragraph 1. In periodic call auction trading, in principle, matching operations will be conducted approximately once every 30 minutes by manually controlled matching terminal, and the matching schedule may then be adjusted depending on the trade activity in response to the public announcement. The measure of requiring full delivery of funds or securities under paragraph 1 is not applicable to the trading of securities listed under the altered-trading-method category in a default-handling account, call (put) warrant liquidity provider account or call (put) warrant hedging account (excluding accounts whose number begins with 929); also, the measures of paragraphs 1 and 3 are not applicable to after-market odd-lot trades.
Article 3	A resident supervisor shall be elected from among the supervisors.
Article 25	Supervisors shall have the following powers and authorities: Reviewing the annual final report; Supervising the business of the Corporation and examining all accounts and relevant details; and Other matters as required or permitted by law.
Article 4
Article 5	The determination of the auction method and transaction price of securities placed under the altered-trading-method category shall be guided by the mutatis mutandis application of the principles of Article 58-3 of the TWSE Operating Rules.
Article 28
Article 29	As soon as a transaction of securities governed by these Rules is completed, match confirmation slips shall be printed on the printers of both the selling and purchasing securities brokers. The TWSE shall disclose transaction prices and the best bid and offer prices.

Chapter 6 Business Commissions

Article 30	The Corporation may establish various business commissions based on the needs. Commissioners of these business commissions shall be selected and appointed by the Board from scholars and experts or securities business operators and the staff of the Corporation.
Article 31	The bylaws and rules of proceedings of these business commissions shall be separately established.

Chapter 7 Accounting

Article 32
Article 33	At the end of a fiscal year, the Board shall prepare the following reports and statements to be reviewed by the supervisors before they will be submitted to the regular shareholders' meeting for recognition: Business report; Financial statements; and Proposal for allocation of profits or compensation of losses. The reports and statements in the preceding paragraph shall be submitted to the competent authority and published in accordance with law.
Article 34	If the Corporation has gained profits within a fiscal year, 1% and 12% of the profits shall be reserved as the employees' compensation. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. The reserve ratio determined for the employees' compensation of the current year shall be resolved with a consent of a majority of the directors present at a meeting attended by more than two thirds of the total directors and reported to the shareholder's meeting by the Board.
Article 34-1	At the end of fiscal year, the Corporation shall first compensate the accumulated losses with profits after tax, before contributing 10% of the remaining net profits as legal reserve as well as a certain percentage of the remaining net profits as special reserve determined by the competent authority in accordance with the Regulations Governing Stock Exchanges; further plans to allocate the remaining profits after tax, together with the retained net profits earlier at the beginning of the fiscal period and the remaining net profits of the current year shall be proposed and submitted by the Board to the shareholder's meeting for its resolution.
Article 35	The Corporation shall make the allocations of earnings upon resolution at the shareholders' meeting. The stock dividends of the Corporation shall be distributed based on the shareholders' register on the distribution date as set forth in accordance with Paragraph 2, Article 165 of the Company Act.
Article 35-1	While planning the budget for the next year during every fiscal year, 3% to 5% of the Corporation's profits after tax of the previous year shall be reserved for donation or to support social welfare programs; reserve ratio shall be determined by a resolution of the Board.

Chapter 8 Supplementary Provisions

Article 36	Operation of the Corporation's securities exchange shall be separately provided for in the Operating Rules.
Article 37
Article 38	Trading of securities governed by these Rules shall be conducted through the automated computer trading system.