Securities and Exchange Act Article 43-8

Placees and purchasers of privately placed securities may not resell the securities except under the following circumstances:1. The privately placed securities are held by persons specified in Article 43-6, paragraph 1, subparagraph 1, and no securities of the same type as those privately placed securities are traded on the centralized securities exchange market or over-the-counter markets, and the securities are transferred to persons of the same qualifications.2. At least one full year after the delivery date of the privately placed securities and within three years from the delivery date, the privately placed securities are transferred to persons conforming to Article 43-6, paragraph 1, subparagraphs 1 and 2, subject to the restrictions prescribed by the Competent Authority concerning holding period and trading quantities.3. Three full years have elapsed since the delivery date of the privately placed securities.4. A transfer occurs by operation of law or regulation;5. It is a direct transfer between private persons, the quantity of which does not exceed one trading unit of the securities, with an interval between any two such transfers of not less than three months.6. As otherwise approved by the Competent Authority.The restrictions on transfers of privately placed securities set forth in the preceding paragraph shall be conspicuously annotated on a company's share certificates and shall be stated on the relevant written documentation delivered to the placee or purchaser.
中文原文 證券交易法第43-8條
有價證券私募之應募人及購買人除有左列情形外,不得再行賣出:
一、第四十三條之六第一項第一款之人持有私募有價證券,該私募有價證券無同種類之有價證券於證券集中交易市場或證券商營業處所買賣,而轉讓予具相同資格者。
二、自該私募有價證券交付日起滿一年以上,且自交付日起第三年期間內,依主管機關所定持有期間及交易數量之限制,轉讓予符合第四十三條之六第一項第一款及第二款之人。
三、自該私募有價證券交付日起滿三年。
四、基於法律規定所生效力之移轉。
五、私人間之直接讓受,其數量不超過該證券一個交易單位,前後二次之讓受行為,相隔不少於三個月。
六、其他經主管機關核准者。
前項有關私募有價證券轉讓之限制,應於公司股票以明顯文字註記,並於交付應募人或購買人之相關書面文件中載明。

English translation for reference only; the Chinese text prevails. Not legal advice.