Paragraph 1, Article 22-2 of the Securities and Exchange Act provides the selling restrictions on a director, supervisor, manager or shareholder holding over 10% of the total issued shares of a public offering company (the "Corporate Insider"). The Financial Supervisory Commission (FSC) promulgated a ruling on 16 March 2015 (Ref. No. Jin-Guan-Zheng-Jiao-Zi-1040006799), details of which are as follows; and the original rulings promulgated by the Ministry of Finance dated 5 June 2001 (Ref. No. Tai-Cai-Zheng-(3)-Zi-001585) and 17 March 2003 (Ref. No. Tai-Cai-Zheng-3-Zi-0920001073) are abolished:
1. Transferring of shares in accordance with Item 1, Paragraph 1, Article 22-2 of the SEA shall be mutatis mutandis subject to the public offering regulations under the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, which may be conductedafter obtaining approval from or registering with the FSC; the application for sponsoring the issuance of overseas depositary receipts pursuant to the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers may be conducted after obtaining approval from the FSC.
2. Transferring of shares on the stock exchange or over-the-counter in accordance with Item 2, Paragraph 1, Article 22-2 of the SEA shall be conducted in accordance with the following holding period requirement and daily transfer allowance ratio:
(1) A corporate insider is prohibited from transferring any shares within six months from such corporate insider becoming a corporate insider. If a corporate insider becomes a corporate insider before the company becomes a public offering company, such a corporate insider is prohibited from transferring the shares within the six month period starting from the company becoming a public offering company. This holding period requirement also applies to the spouse, minor child and nominee of the corporate insider and the representative of a juristic person (including the spouse, minor child and nominee of the representative).
(2) The number of shares that may be traded each day by a corporate insider of a TWSE or TPEx listed company is limited to either of the following, unless the shares are transferred to a specified person pursuant to Item 3, Paragraph 1, Article 22-2 of the SEA:
- 0.2% of the total issued shares if the number of the total issued shares of the company is below 30 million shares; if the total number of issued shares is above 30 million shares, the number of shares that may be sold in calculating the excessive portion shall be limited to 0.1%, or
- 5% of the average volume of shares within the 10 day period prior to the date on which the corporate insider files the registration for the proposed sale with the FSC.
Notwithstanding the above, the daily trading allowance does not apply to the share transfer via auction consignment, reverse auction, after-hour fixed-price trading and block trade.
(3) The number of shares that may be traded each day by a corporate insider of an Emerging Stock Market company is limited to 1% of the total issued shares of the company.