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Title:

Regulations Governing the Administration of Shareholder Services of Public Companies  CH

Amended Date: 2021.03.02 
   Chapter II Company Shareholder services
      Section I The Format of and the Production of Stock Certificates
Article 13    When issuing shares, the company may print stock certificates and deliver them physically or otherwise deliver the stock shares through book-entry transfer.
    In case the delivery is through book-entry transfer prescribed in the preceding paragraph, there is no need to physically print stock certificates for the issuance of shares and the issuance shall be handled according to the Regulations Governing Book-Entry Operations for Centrally Deposited Securities and relevant rules prescribed the centralized securities depository enterprise.
    The printing and production of stock certificates shall be in conformance with the prescribed format attached hereto.
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Article 14    (deleted)
Article 15    After printing and production, stock certificates shall be sent to a certification bank for certification in accordance with the Regulations Governing Certification of Corporate Stock and Bond Issues by Public Companies.
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Article 16    Where the format of the stock certificates of a public company, as printed and produced when it was not yet a public company, is not in compliance with these Regulations, the company shall print and produce new stock certificates in accordance with these Regulations and replace the old ones with the new ones within six months of the date of approval for its public issuance as a public company.
Article 17    (deleted)
      Section II Shareholders Register and Shareholder Account Opening
Article 18    The names registered on the shareholders register, as applicable to natural persons, shall be based on the name shown on the National Identity Card, except in the case of overseas Chinese and foreign nationals who may supply the name shown on the alien resident certificate, passport or other documents evidencing identity; as applicable for juristic persons, the name registered on the shareholders list shall be their full registered name.
    In handling matters in the preceding paragraph regarding securities or securities underlying overseas depositary receipts that are held by offshore overseas Chinese and foreign nationals, by securities investment trust funds, under trust contracts, or by collective investment accounts for foreign national or mainland Chinese national employees, the entry in the shareholders register of the company may be registered under a special account name that can clearly identify the rights and obligations relating to the securities.
    A company shall not open two or more accounts for the same shareholder.
Article 19    Upon opening a new account, the shareholder shall supply a specimen chop, photocopy of the National Identity Card, resident certificate, passport, or other documents evidencing identity or photocopy of documents evidencing company registration; where necessary, the company or the shareholder services agent may require the shareholder to supply originals of the above documents; where a foreign shareholder appoints a domestic agent or representative to open the account, a power of attorney shall be supplied.
    When opening an account as referred to in the preceding paragraph, a natural person shall leave on file a signature or chop specimen using his or her true name; a juristic person shall use its full registered name, and in addition, may also register the signature or chop of its representative or use the professional chop of its agent; where in accordance with paragraph 2 of the preceding article a special account is used for the entry in the shareholders register, a chop based on the name of such special account name shall be used, provided that where the Taiwan representative of an overseas Chinese or foreign national is the same person as the custodian institution, or where a trust enterprise established under the Trust Act serves as the trustee institution, the exclusive chop of that custodian or trustee institution may be used as the shareholder chop for its account; in case of a minor or a person who has been declared under guardianship or assistance, the statutory agent, guardian, or assistant shall also supply their signature or chop; if the statutory agent, guardian, or assistant is the parents, the parents may agree to signing or use of chop by either parent on behalf of both parents; in the case of a signature account, the company or the shareholder services agent may adopt the procedures set forth in Article 11, paragraph 2.
    A shareholder that has provided both a signature and chop specimen on the specimen chop card on file may effectively use either signature or chop to process shareholder services with the company or exercise related rights pursuant to Article 11, paragraph 1.
    The shareholder specimen chop and signature shall be limited to a single copy.
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Article 20    The contents of the specimen chop card shall include the shareholder account number, name of the shareholder, commencement date, and specimen signature or specimen chop. In addition, natural persons shall indicate the address shown on the household registry, and contact address and telephone number, National Identity Card number or the number of other document evidencing identity, and the date of birth; a juristic person shall indicate its registered address and its uniform number; a foreign shareholder shall additionally indicate nationality or place of registration and, if appointing a domestic agent or representative to open the account, shall indicate the address and uniform number of the domestic agent or representative.
    A contact address indicated by a domestic shareholder as referred to in the preceding paragraph shall be confined to a domestic address; where a foreign shareholder has designated a custodian institution, the name of such institution shall be included.
    The uniform ID number for people of the Mainland Area, Hong Kong, and Macao, and overseas Chinese or foreign nationals, in the case of natural persons, shall be the ID number assigned by the Ministry of the Interior; where an ID number has not been obtained, it shall be a number assigned in accordance with Ministry of Finance rules governing the allocation of relevant identification numbers; in case of juristic persons, the number shall be based on the withholding uniform invoice number assigned by the tax authority.
Article 21    Where a shareholder changes the specimen chop on file to a new chop or to a signature, a change of specimen chop application shall be completed specifying the full serial numbers of the stock certificates and the number of shares held bearing the old chop, affixed with the old and new specimen chop or specimen signature, together with the new specimen chop card and the stock certificates, and the above materials shall be sent to the company for processing. The new specimen chop shall be effective on the date following completion of registration.
    In processing the change of specimen chop referred to in the preceding paragraph, where the stock certificate has been sent to the centralized securities depository enterprise, has been pledged, or has been sold, and for valid reasons the shareholder cannot supply the stock certificate for processing, the stock certificates need not be supplied.
    Where a stock is pledged as referred to in the preceding paragraph, where the pledge is removed, the stock certificate shall be presented and amendment registration procedures carried out.
    Where a chop is replaced by a signature pursuant to paragraph 1, the company or the shareholder services agent may adopt the procedures set forth in paragraph 2 of Article 11.
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Article 22    Where the specimen chop is lost or destroyed, a lost specimen chop application shall be completed specifying the serial numbers and number of shares bearing the old chop, together with identification papers and copies thereof, new specimen chop card and the stock certificates, and the above materials shall be personally sent to the company for processing. Upon determination that the specimen chop may be replaced with a new one or with a specimen signature, and upon completing the procedures for registering a new specimen chop or signature, the new specimen chop or signature shall be effective on the date following completion of registration, unless it is declared that the effective date shall be on the same date.
    Where the application procedures for replacement of a specimen chop with a new specimen chop or with a specimen signature under the preceding paragraph are carried out by an appointed third party or through correspondence, the following identity documents shall be submitted:
  1. Natural person shareholder: if a domestic natural person, the National Identity Card or the chop certificate issued by the household registration office; if a foreign natural person, the alien residence certificate, passport, or certificate legalized by an ROC representative body or issued by a local court or government agency in the shareholder's home country, or identity document notarized by a statutory notary institution in the shareholder's home country.
  2. Juristic person shareholder:
    1. A juristic person shareholder shall submit an application letter bearing the company chop on the company amendment registration evidentiary document issued by the competent authority and the chop of the responsible person who represents the company.
    2. Photocopy of the company amendment registration evidentiary document issued by the competent authority, with a statement thereupon indicating that it is a true and faithful copy of the original.
    3. Documentation of identity in accordance with the preceding subparagraph for the responsible person of the juristic person shareholder.
  3. Where a third party is appointed to carry out the procedures, such appointee shall be a citizen of the Republic of China, and, in addition to the identity documents set forth in the preceding two subparagraphs the National Identity Card and power of attorney of the appointee shall also be submitted.
    The provisions of paragraphs 2 and 3 of the preceding Article shall apply mutatis mutandis while processing the lost specimen chop under paragraph 1.
    Where a specimen chop is replaced with a specimen signature under paragraph 1, the company or the shareholder services agent may adopt the procedures set forth in Article 11, paragraph 2.
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Article 22-1    A shareholder carrying out amendment of the specimen chop or signature because of a change of account name shall complete an application for change of the account name, specifying the full serial numbers of the stock certificates and number of shares held, affixing the new specimen chop or specimen signature, together with the new specimen chop card and the stock certificates, documentation of the change of account name, identification papers and photocopy thereof, and deliver them in person to the company for processing of registration; upon completion of the registration procedures, the amendment shall become effective on the next following day, unless it is declared that it is effective from the registration date.
    Article 21, paragraphs 2 to 4 and Article 22, paragraph 2 apply mutatis mutandis to a change of account name under the preceding paragraph.
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      Section III Transfer, Registration of Changes, Pledges, and Loss Reporting Procedures of Stock
Article 23    When a shareholder processes the transfer of stock certificates on his own behalf due to a direct private transfer of securities, the procedures shall be as follows:
  1. Transfer application completed by both parties and signature or chops affixed on the backside of the stock certificate.
  2. Proof that the securities transaction tax has been paid.
Article 24    Where a shareholder processes the transfer of stock certificates on his own behalf in accordance with provisions of law, the procedures shall be as follows:
  1. Court auction or compulsory execution:
    1. The stock certificate to be transferred, transfer application, court auction records and proof of transfer, and proof that the securities transaction tax has been paid shall be submitted.
    2. The space allotted on the transfer application and on the stock certificate for the chop of the transferor may be replaced with the proof of transfer issued by the court.
  2. Transfer via inheritance: The inheriting party shall complete the transfer application and affix his signature or chop on the backside of the stock certificate in space allotted for the transferee, and shall further attach the following documents:
    1. Line of inheritance chart (to be completed by the applicant inheriting party in accordance with Articles 1138 through 1140 of the Civil Code; if there are any errors, the applicant shall be responsible therefore).
    2. Photocopy of the Household Registry with detailed notes, or other documentary proof with equivalent legal effect, of the inheriting party.
    3. For a domestic inheriting party, the National Identity Card or the chop certificate issued by the household registration office (if the inheriting party is a minor, the statutory agent's National Identity Card or chop certificate issued by the household registration office shall also be attached); for a foreign inheriting party, the residence certificate, passport, certificate legalized by an ROC representative body or issued by local court or government agency in the shareholder's home country or identity document notarized by a statutory notary institution in the inheriting party's home country. Where the inheriting party appoints a third party to process the transfer on his behalf, the appointee shall be a citizen of the Republic of China, and the appointee's National Identity Card and the power of attorney shall be presented. An inheriting party who is a person of the mainland China area shall submit inheritance relationship documents that have been certified by the Straits Exchange Foundation and the inheritance relationship certificate or similar documents issued by a notary authority within the mainland China area. If due to his special status or other reasons such an inheriting party cannot personally enter Taiwan to process such matters, such person shall execute a legally recognized power of attorney and appoint a third person located within the Taiwan area to process such matters.
    4. Where there are several inheriting parties, an agreement signed by all eligible inheriting parties under the Book of Inheritance of the Civil Code stating that they agree with the distribution shall be supplied; where a judgment is rendered by a court, the judgment shall be supplied.
    5. Certification of payment of taxes or tax exemption issued under Article 41 of the Estate and Gift Tax Act.
  3. Transfer via gift: Complete the transfer application and affix the signature or chops of the transferor and transferee to the backside of the stock certificate, and attach certification of payment of taxes or tax exemption issued under Article 41 of the Estate and Gift Tax Act.
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Article 25    Where a shareholder processes transfer of stocks on his own behalf in accordance with applicable provisions of the Act, the procedures shall be as follows:
  1. Purchase from a director, supervisor, managerial officer, or shareholder holding more than 10% of the total shares of the company in accordance with Article 22-2, paragraph 1, subparagraph 3 of the Act:
    1. Both parties shall sign or chop the transfer application and the backside of the stock certificate.
    2. Attach the daily statement for the transfer filing date downloaded from the Taiwan Stock Exchange Corporation Market Observation Post System and certification of payment of the securities transaction tax.
  2. Public tender offer in accordance with Article 43-1, paragraph 2 of the Act:
    1. Both parties shall sign or chop the transfer application and the backside of the stock certificate.
    2. The stock transfer application shall be stamped by the engaged securities firm showing that the securities transfer tax has been paid.
  3. Purchase of privately placed stocks pursuant to Article 43-8 of the Act and purchase made in accordance with the circumstances prescribed by this Commission in accordance with paragraph 4 of Article 150 of the Act:
    1. Both parties shall sign or chop the transfer application and the backside of the stock certificate.
    2. Attach documents evidencing conformity with the requirements set forth by this Commission and certification of payment of the securities transaction tax.
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Article 26    Where a shareholder processes the transfer of stock certificates on his own behalf upon the withdrawal of the shares from centralized custody, the procedures shall be as follows:
  1. Complete the transfer application.
  2. Submit the transfer application stamped with the "date of withdrawal" stamp (where the stock certificate is under the custody of a securities finance enterprise, then chopped by it; where the stock certificate is under the custody of centralized securities depository enterprise, then chopped by it) and the original purchase report or other documents, and upon confirmation, complete the transfer.
Article 27    Where a shareholder processes the transfer of stock certificates on his own behalf when for some reason the transfer of stocks cannot be completed on time and request is made to the previous owner for return of stocks and stock dividends have been received, the procedures shall be as follows:
  1. The original purchase report and the stock delivery voucher issued by the securities firm, or other documentary proof.
  2. Final judgment of a court, court settlement records, confirmed order for payment, or consent of the previous owner to return stocks.
  3. Stock certificate obtained from the previous owner.
  4. Transfer application signed or chopped by both parties (the space allotted on the transfer application for the chop of the transferor may be replaced with the final judgment issued by the court, court settlement records, or confirmed order for payment); upon confirmation, complete the transfer. The backside of the stock certificate shall be stamped with the "change of name" stamp to distinguish it.
Article 28    Where a shareholder processes the transfer of stock certificates on his own behalf for a trust in respect of stock pursuant to Article 4, paragraph 2 of the Trust Act, the procedures shall be as follows:
  1. The settlor and the trustee shall complete the transfer application and sign or chop the backside of the certificate; where the trustee withdraws the stock from a centralized securities depository enterprise, documents showing that the withdrawal has been made from such enterprise shall be attached, and the trustee shall further place its signature or chop on the space allotted on the transfer application and on the stock certificate for the chop of the transferee.
  2. Attach the trust deed, and related documents of the tax authority, and upon confirmation by the company, the stamp "trust property" and a date stamp shall be stamped on the roster of shareholders and on the backside of the stock certificate.
  3. Where the trustee has been changed, an application for change shall be made by attaching the reason for the change.
  4. Where the trust deed specifies that the beneficiary of the whole or any part of the trust interest is the settlor and, during the term of the trust relationship, such beneficiary is changed to a person other than the settlor, relevant supporting documents from the tax authorities shall be attached.
  5. When the trust relationship has been terminated, and by law the trust property belongs to the settlor, documents showing that the trust relationship has terminated shall be attached, and upon confirmation by the company, the application to cancel the trust registration shall be made; where by law the trust property belongs to a person other than the settlor, related documents issued by the tax authority shall be attached, and upon confirmation by the company, the application to cancel the trust registration shall be made, and the stamp "registration of termination of trust" and a date stamp shall be stamped on the shareholders register and on the backside of the stock certificate.
  6. Where the stock certificate is under the custody of a centralized securities depository enterprise, the indication of the trust relationship and matters to be recorded shall be governed by the Regulations Governing Book-Entry Operations for Centrally Deposited Securities.
Article 29    When a shareholder whose shares are already in the custody of or registered with the centralized securities depository enterprise transfers shares other than on the centralized securities exchange market or an OTC market, the company shall handle the transfer in accordance with the Regulations Governing Book-Entry Operations for Centrally Deposited Securities and regulations applicable to centralized securities depository enterprises.
    When a shareholder carries out a direct private transfer of shares listed on the stock exchange in accordance with the preceding paragraph, the shares so transferred must not be in excess of one trading unit of the given security, and there may not be less than three months between any two such transfers of securities.
Article 30    A centralized securities depository enterprise, when handling the transfer of stocks that are in its custody or are registered with it, shall deliver the stock owners list prepared by its participants to the company, which shall record them in its shareholders register, after which the transfer procedure will be deemed completed, and the provisions of Article 165, paragraph 1 of the Company Act will not apply. The company shall use the contact address in the list of stock owners provided by the centralized securities depository enterprise to directly notify those owners that have not commenced account opening procedures, and commence account opening procedures.
    The content of the stock owners list of the preceding paragraph and the date on which it is delivered to the company shall be determined in accordance with the Regulations Governing Book-Entry Operations for Centrally Deposited Securities.
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Article 31    (deleted)
Article 32    A company shall process the application made by a centralized securities depository enterprise for issuance of replacement stocks due to splits; where a company processes a shareholder's application to issue replacement stocks due to splits and such split stocks do not exceed 1,000 shares, the company may charge a handling fee, except where the stocks were obtained through inheritance.
Article 33    (deleted)
Article 34    (deleted)
Article 34-1    When a company is required by an act or regulation or the bylaws of the stock exchange or the OTC securities exchange to disclose any information related to its shareholders or shareholding, it may provide the relevant information to the centralized securities depository enterprise and engage it to compile the information required to be disclosed.
Article 35    Where a shareholder processes matters in accordance with Articles 23 to 28, and such shareholder is a minor or a person under guardianship or assistance, for the shares being transferred, the statutory agent, guardian, or assistant shall affix his or her signature or chop on the stock certificate and the transfer application.
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Article 36    Where a minor reaches adult legal status, or a person who has been declared under guardianship or assistance resumes his legal capacity, such shareholder shall submit a copy of his National Identity Card or documentary proof of a final and conclusive court judgment voiding the declaration of guardianship or assistance, and stock certificates held by such shareholder that bear the old chop, to the company to carry out specimen chop card replacement and registration procedures.
Article 37    The contact address of a shareholder shall be based on the address indicated on the specimen chop card. However, where a centralized securities depository enterprise processes transfer matters, and the specimen chop card has not been completed, the address notified by the centralized securities depository enterprise shall govern. If the information has been indicated on the specimen card, but the address so indicated is different from the contact address of which notice has been given by the centralized securities depository enterprise, the latest address for which the shareholder has carried out amendment procedures shall govern.
    Where the contact address or the registered address shown on the specimen chop card referred to in the preceding paragraph has been changed, the shareholder shall notify the company in writing.
Article 38    Where a pledge is made on a stock, and the pledgor and pledgee complete the "Pledge Notification," and endorse the stock certificate and send it to the company for registration, upon registration, such pledge shall be effective against the company, and the company is not required to issue a pledge certificate; upon release of a pledge, a "Notice of Release of Pledge" shall be completed and submitted to the company for processing.
    Where a pledge is made on a stock under the custody of or registered with a centralized securities depository enterprise, the depository enterprise shall notify the company of the names of the pledgor and pledgee, the number of shares under pledge, and matters relating to dividends for processing by the company, and the preceding paragraph shall not be applicable.
Article 39    While the pledge is effective, the withdrawal of dividends arising from the stock shall be made by either the pledgor or pledgee as agreed under the pledge agreement. During the book closure period, the company shall continue to accept application for pledge registrations.
Article 40    Where stock certificates are lost, the procedures for applying to issue replacement stock certificates shall be conducted as follows:
  1. The shareholder or legal owner shall report the event to the police authority for handling or recordation, complete an application for reporting loss of stock certificates, and send such to the company for examination and registration; where the transfer procedure has not been completed, the applicant shall also attach a proof document provided by the securities firm or the transferor.
  2. The applicant shall, within five days, apply to the court for a public summons under the Code of Civil Procedure, and send to the company a photocopy of the application affixed with the court's stamp indicating its receipt of the application; where such procedure is not commenced upon the expiration of the time period, the company may cancel the application for reporting loss of stock certificates.
  3. Upon issuance of a public summons ruling by the court, the applicant shall make a public notice in a manner required in the court ruling, and upon the expiration of the period of public summons, the applicant shall apply to the company for issuance of replacement stock certificates by attaching the court's judgment of abridgment of rights.
  4. To cancel the report of loss of stock certificates, the applicant shall complete an application for cancellation of a report of loss of stock certificates and send it to the company for examination and registration; where the applicant has already applied to the court for a public summons or for a judgment of abridgment of rights pursuant to the Code of Civil Procedure, the applicant shall also submit a photocopy of the application to the court for cancellation of the public summons or for revocation of the judgment of abridgment of rights, affixed with the court's stamp indicating its receipt of the application.
    When processing matters in accordance with subparagraph 1 of the preceding paragraph, and the lost stock certificates have been registered in the dedicated account of the centralized securities depository enterprise, the applicant shall attach documents showing that such stock certificates have been withdrawn from the centralized securities depository enterprise.
    While the stock certificates are still in the process of public summons procedures, the dividends (capital interest), bonuses, distributed stock dividends and other ancillary rights accumulated during the period shall be held and not distributed by the company until the court's judgment of abridgment of rights has been issued.
    When appointing a third person to apply for issuance of stock certificates in replacement of lost ones under paragraph 1, a natural-person shareholder shall provide a power of attorney, and a juristic-person shareholder shall provide an application letter, and the power of attorney or application letter shall be signed or chopped with the original specimen chop.
    After the company completes the registration for the reported lost stock certificates, if the lost stock certificates are discovered, a notation stating "Registered Lost Stock Certificates" shall be affixed on the stock certificates and on the transfer application.
      Section IV Book Closure, Distribution of Dividends, and Issuance of New Capital Stocks
Article 41    A company shall not handle any requests for transfers of shares within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.
    Where a stock is listed on the stock exchange or traded on the OTC market, the company shall within the required time period notify the stock exchange or the OTC securities exchange and the centralized securities depository enterprise of the reason for the book closure and the book closure period. It shall also give such a notice of the reasons and the applicable period for any amendment to or cancellation of the book closure.
    The provisions of the preceding paragraph concerning notification to the centralized securities depository enterprise shall apply mutatis mutandis to companies that are not listed on the stock exchange or traded on the OTC market and whose stock certificates are in the custody of a centralized securities depository enterprise, or that have not printed stock certificates and whose stocks are registered with a centralized securities depository enterprise.
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Article 42    Where a company distributes dividends, it shall notify each registered shareholder of the date and location as well as transmit such information via the information reporting website designated by this Commission; after transmission has been completed, public notice shall be deemed to have been duly given.
Article 43    Where a company distributes cash dividends or issues new capitalization stocks, and the stock holder has failed to complete registration of transfer before book closure, the transfer of stock dividends or new capitalization stocks through a letter of consent, or a declaration that it is the owner of such stock or new capitalization stock must be made within five days from the book closure; if that deadline has passed, the stock holder shall contact the previous owner for private resolution of the matter.
    When a stock owner makes a withdrawal from the centralized securities depository enterprise of shares held in custody in a dedicated account at the centralized securities depository enterprise, but registration of the transfer is not made before book closure, upon completing the transfer procedure, the company may withdraw and complete delivery of the stock dividends and new capitalization stock from the dedicated account of the centralized securities depository enterprise.
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Article 44    When a company distributes cash dividends, handles rights issue subscription, or issues new capitalization stocks, shareholders who have opened a discretionary investment account shall handle the portion involving discretionary investment in accordance with the relevant regulations prescribed by the securities centralized depository enterprise.
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