Chapter 6
Over-the
-Counter Centre and Futures and Options Centre
 
Division 1 Over-the-Counter Centre
 
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Section 204.
 
 
An over-the-counter centre may be established by not less than fifteen securities companies jointly applying for a license from the SEC for the purpose of trading securities which are not securities listed in the Securities Exchange.
 
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Section 205.
 
 
The appicaiton for a license to establish an over-the-counter centre in accordance with Section 204 shall be submitted to the SEC and shall have the following particulars:
(1) name of the over-the-counter centre;
(2) location of the office of the over-the-counter-centre;
(3) name of the securities companies which are founder members;
(4) capital and sources of capital for operation;
(5) regulations of the over-the-counter centre;
(6) other details as specified in the notification of the SEC.

The application referred to in the first paragraph shall be accompanied by the documents concerning the extablishment agreement, regulations applicable to members and other documents specified in the notification of the SEC.
 
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Section 206.
 
 
The application for and the issuance of a license shall be in accordance with the rules, conditions and procedures specified in the notification of the SEC.
 
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Section 207.
 
 
The SEC shall have the power to determine a fee for a license for the establishment of an over-the-counter centre.
 
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Section 208.
 
 
A licensed over-the-counter centre shall be a juristic person.
 
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Section 209.
 
 
No person shall engage in the business of over-the-counter centre or similar businesses unless a license has been obtained in accordance with this Division.
 
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Section 210.
 
 
After the establishment of an over-the-counter centre in accordance with Section 204, there shall be a board of directors of the centre comprising not more than nine members elected by the founder members.

The directors of the over-the-counter centre shall elect the chairman, vice-chairman, manager of the over-the-counter centre and other positions as deemed appropriate from among the directors referred to in the first paragraph.
Names and positions of the directors of the over-the-counter centre shall be submitted to the SEC without delay.
 
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Section 211.
 
 
In cases where alterations and modifications have been made to the regulations of the over-the-counter centre applicable to members, the over-the-counter centre shall report such alterations and modifications to the SEC without delay.
 
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Section 212.
 
 
Where the SEC determines that any regulations of the over-the-counter centre applicable to members may cause damage or may affect the rights and interests of the public, the SEC shall have the power to order the over-the-counter centre to revoke, alter or modify such regulations.
 
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Section 213.
 
 
The over-the-counter centre shall ensure that members enter into a commitment to comply with the provisions of this Act, or rules and regulations of such over-the-counter centre, or rules and regulations specified by the SEC. In cases where there has been a contravention of or non-compliance with such rules and regulations by a member, the over-the-counter centre shall punish such member.

The punishment referred to in the first paragraph shall be:
(1) probation;
(2) fine;
(3) temporary prohibition from trading in the over-the-counter centre;
(4) termination of membership.
 
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Section 214.
 
 
An over-the-counter centre shall be dissolved in any of the following events:
(1) events specified in the agreement establishing the over-the-counter centre as causes of dissolution;
(2) a resolution by the members' meeting to dissolve;
(3) the number of members has been reduced to less than fifteen and the SEC issues a resolution to dissolve;
(4) bankruptcy;
(5) when there is a reasonable cause for the SEC to order the dissolution.

The dissolution in accordance with (1) and (2) shall be effective when given an approval by the SEC.
 
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Section 215.
 
 
After the dissolution of an over-the-counter centre, the remaining assets of the over-the-counter centre shall be equally distributed among members, unless otherwise specified in the agreement establishing the over-the-counter centre or the regulations applicable to members.
 
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Section 216.
 
 
The provisions of Section 91, Section 158, Section 160, Section 161, Section 162, Section 163, Section 186, Section 190, Section 193, Section 194, and Section 197 including related penalty provisions shall apply mutatis mutandis.
 
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Section 217.
 
 
The provisions of Section 167, Section 168, Section 170 , Section 171, Section 172, Section 178, Section 179, Section 180, Section 181, Section 182, Section 183, Section 184, Section 187, Section 188, Section 189, Section 191, Section 195, Section 196, Section 198, Section 199, Section 200,Section 201, Section 202 and Section 203 including related penalty provisions shall apply mutatis mutandis.

In case where the provisions referred to in the first paragraph specify the powers and duties of the Securiites Exchange, the board of directors or the manager of the Securities Exchange, such provisiions shall be deemed to be the powers and duties of the over-the-counter center, the board of directors on the manager of the over-the-counter centre, as the case may be.