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 video conference or other means announced by the central competent authority. Shareholders taking part in a shareholders’ meeting held by video conference are deemed present in person. |
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| 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.
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| 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.
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| 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.
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| Article 15 | If a shareholder intends to exercise his or her voting rights in writing or electronically, he or she must express this intent to the Corporation two days before the shareholders' meeting. In the case of repeated expressions of intent, the first one given to the Corporation shall prevail, except for a declaration to revoke a prior expression of intent.
If, after having exercised the voting rights in writing or electronically, a shareholder intends to attend the shareholders' meeting in person, he or she shall revoke the prior expression of intent on exercise of voting rights in the same manner as how he or she has exercised the voting rights two days before the shareholders' meeting. If the revocation is not made within the specified time limit, exercise of voting rights in writing or electronically shall prevail.
In a shareholder exercises his or her voting rights in writing or electrically and issues a proxy form to authorize an agent to attend the shareholders' meeting, exercise of the voting rights by the authorized agent shall prevail.
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| 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.
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| 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.
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| 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.
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