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Article 1
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These Rules are prescribed in accordance with Paragraph 1, Article 25-1 of the Securities and Exchange Law (hereinafter referred to as this "Law").
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Article 2
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The proxy forms to be used for attendance of a shareholders meeting of a public company shall be limited to those printed by the company. The format and content shall include instructions for filling out the form, the matters entrusted by the shareholder under the proxy, and the basic information of the shareholder, solicitor, and consigned agent (Schedule 1). The form shall be attached to the notice of shareholders meeting mailed to the shareholders.
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Article 3
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The term "solicitation" referred to in these Rules shall mean the act to obtain proxies for attending a shareholders meeting by means of public announcement, advertisement, sign, broadcasting, videotex, letter, telephone, announcement forum, informational forum, personal visit, inquiry, etc.
The term "non-solicitation" referred to in these Rules shall mean the act of attending a shareholders meeting by proxy voluntarily issued by a shareholder rather than acquired through any of the means referred to in the preceding Paragraph.
Solicitation and non-solicitation of a proxy shall not be conducted unless in accordance with these Rules.
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Article 4
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Ten days prior to a shareholders meeting, a public company shall prepare a shareholders meeting handbook for examination by shareholders from time to time. Such meeting handbook shall also be displayed at the premises of the company and its agent of stock affairs. This rule shall apply when annual report, business report, or other information of meeting is supplemented.
The meeting handbook referred to in the preceding Paragraph shall state the required particulars as follows:
1. The minimum number of shares to be held by the complete body of the directors and supervisors under Article 26 of this Law, and the number of shares held by each of and the complete body of the directors and supervisors recorded in the shareholders list as of the date on which transfer of shares is suspended for the shareholders meeting concerned;
2. In the case of election of directors and supervisors, the number of directors and supervisors to be elected, term of office, and commencement and expiration of such term;
3. In the case of removal of a director or supervisor, the name of such director/supervisor, type and number of shares held, and cause of removal;
4. In the case of amendment of the articles of incorporation, the contents of articles before and after the amendment, and the causes of such change;
5. In the case of capital increase, the increased amount, source and use of funds, and ratio of shares to be subscribed to or distributed;
6. In the case of capital decrease, the cause for the decrease, amount of decrease, and ratio of shares to be exchanged;
7. In the case of offering of corporate bonds to be reported to the shareholders meeting, the cause and amount of offering and relevant matters;
8. In the case of the acts referred to in Article185 of the Company Law:
(1) Description of the location and general conditions of the business or property concerned;
(2) Title or name and address of the counterpart of the act concerned, and description of its relation with the company; or
(3) Other important contents of contracts or transactions.
9. Final forms/statement of the relevant year for which approval is requested;
10. Regarding request for approval of earnings to be distributed or losses to be covered:
(1) business report of latest accounting year;
(2) final balance sheet of latest accounting year;
(3) income statement of latest accounting year;
(4) status of distribution of earnings or coverage of losses; and
(5) Re-capitalization of the earnings to be distributed or any part thereof for issuance of new shares, if any.
11. Otherparticulars to be specified pursuant to applicable regulations.
The relevant financial statements referred to in Item 9 and Item 10 above shall be stated in the meeting handbook and shall not be replaced by an annual report or other data of the meeting.
Regarding the resolution matters to be included in the notice of meeting by the public company under Article 26-1 of this Law, the proposal and a description of the material contents thereof shall be stated in the notice of meeting.
Ten days prior to a shareholders meeting, a public company shall submit the notice of meeting, proxy form, meeting handbook, and supplemental information of the meeting referred to in Paragraph 1 above to be made available at the Securities and Futures Institute, ROC ("SFI").
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Article 5
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Except as provided in Article 6, a solicitor of proxies shall be a shareholder holding more than 50,000 shares of the outstanding shares of the company; provided that if election of directors or supervisors is proposed in the shareholders meeting, the solicitor shall have continuously held the shares issued by such company for a period of more than 6 months, as evidenced by the shareholders list or the certificate deposited in the securities centralized depository as of the date on which transfer of shares is suspended for the shareholders meeting, under one of the following conditions:
1.Where the shareholder holds 0.2% or more of the total number of issued and outstanding shares of the company and not less than 100,000 shares; or
2. Where the shareholder holds 800,000 or more shares of the issued and outstanding shares of the company.
A shareholder qualified under the preceding paragraph or a trust enterprise under Article 6, or a responsible person thereof, to which any of the following circumstances applies shall not serve as a solicitor:
1. Has previously been convicted by a conclusive judgment of a crime under the Organized Crime Prevention Statute, where less than five years has elapsed since completion of the term of sentence.
2. Has been convicted by a conclusive judgment of violating, in connection with solicitation of proxies, provisions of the Criminal Code addressing forgery of documents, where less than three years has elapsed since completion of the term of sentence.
3. Has previously been sentenced to imprisonment for six months or more for fraud, breach of trust, or misappropriation, where less than three years has elapsed since completion of the term of imprisonment.
4. Has previously been sentenced to imprisonment for six months or more for violating the Securities and Exchange Law, Futures Trading Law, Banking Law, Trust Enteprise Law, Financial Holding Company Law, or other financial administration law, where less than three years has elapsed since completion of the term of imprisonment
5. Has previously been found by a conclusive judgment to have solicited proxies in violation of these Rules and the represented votes were not counted, where less than two years have passed since such conclusive judgment.
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Article 6
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A shareholder who has continuously held 10% or more of the total issued and outstanding shares of a company for more than 1 year may consign a trust enterprise to act as the solicitor, and the number of shares to be represented by it shall not be subject to the restriction under Paragraph 1 of Article 20.
Where the consolidated number of shares of the shareholders sharing the same opinion on a proposal in a shareholders meeting meets the shareholding requirement referred to in the preceding Paragraph, such shareholders may jointly make a consignment.
A shareholder under the preceding two paragraphs or the responsible person thereof to which any of the circumstances specified in Paragraph 2 of the preceding article applies shall not consign a trust enterprise to act as the solicitor. After a shareholder consigns a trust enterprise to act as the solicitor, no further solicitation shall be made by such shareholder.
Where there is a proposal for election of directors or supervisors in a shareholders meeting, at least one of the shareholders consigning solicitation referred to in Paragraphs 1 and 2 above shall be the candidate for the directorship or supervisorship.
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Article 7
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Thirty-five days prior to a shareholders meeting or 20 days prior to a special shareholders meeting, a solicitor shall submit the Information Regarding the Solicitation of Proxies for Attendance at the Shareholders Meeting (Schedule 2), certificate of shareholding, and the final draft of the Literature and Advertisements to Be Published (Schedule 3) to the company whose proxies are being solicited, with a copy to the SFI. The company shall compile the Solicitor Solicitation Information (Schedule 4) and transmit it in an electronic file for disclosure by the SFI at the same time as it mails the shareholders meeting notice, or shall publicly announce it in a daily newspaper(s) for two consecutive days from the fifth day after the day of the shareholders meeting notice mailed.
If any change in the agenda of the shareholders meeting occurs from the date of expiry of the period for submission by the solicitor of the solicitation information pursuant to the preceding paragraph to the date of mailing of the shareholders meeting notice, the company shall immediately notify the solicitor with a copy to the SFI, and shall prepare an electronic file of the solicitation information as revised by the solicitor on the basis of the changed agenda and transmit it to the SFI for disclosure.
Where the company transmits the Solicitor Solicitation Information in the preceding two paragraphs to the SFI in electronic file format, it shall specify in the shareholders meeting notice the date of transmission, the uniform resource locator (URL) of the SFI's website, and basic instructions for accessing the information on-line. Where the company publicly announces the information in a daily newspaper, it shall specify in the shareholders meeting notice the dates of publication and the name of the newspaper.
A solicitor or the person consigned by it to handle solicitation matters shall not consign the company whose proxies are being solicited to mail the solicitation letter or solicitation information to shareholders.
No solicitation shall be allowed unless a solicitor has submitted to the company whose proxies are being solicited the written proxy solicitation documentation within the time limit provided in Paragraph 1 above.
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Article 8
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The literature and advertisement for solicitation of proxies shall contain the following particulars:
1. Express indication item by item as to whether the proposals to be decided in the shareholders meeting are concurred or not; where a proposal concerns the interest of the soliciting shareholder, an explanation shall be given;
2. If there is a disagreement to any of the proposals to be decided in the shareholders meeting, the reasons for the disagreement in connection with the contents of relevant information shall be provided;
3. In connection with statements of proposals for election of directors or supervisors:
(1) purpose for soliciting proxies;
(2) name of the candidate to be supported, shareholders account number, type and number of shares of the company held, current position, principal experience in last 3 years, and business transactions with the company; in the case of a juristic person, the information of the responsible person and the resume of the representative to be appointed shall be filled in;
(3) The solicitor shall state whether the situation of "holding shares in the name of another person" under Article 2 of the Enforcement Rules of this Law exists between the solicitor and the candidate to be supported.
4. Solicitor's name, identification number, address, shareholder's account number, types and number of shares of the company held, place of solicitation, telephone number, and method for delivery of proxies. In the case of a juristic person, the business license number, responsible person's name, address, and types and number of shares of the company held shall also be stated;
5. Name, address, and telephone number of the person consigned by the solicitor to handle matters regarding solicitation;
6. Unless the solicitor indicates during the solicitation process that the purpose of the solicitation is to remove directors or supervisors, the notation "The solicited proxies shall not be used to propose special motions or vote to remove directors or supervisors" shall be stated;
7. After obtaining proxies by solicitation, the solicitor shall attend the shareholders meeting as consigned by the shareholders; a solicitor who violates this provision with resulting harm to a consigning shareholder shall be liable for damages under the provisions of the Civil Code regarding mandate.
8. Other matters to be disclosed according to relevant requirements.
A solicitor or the person consigned to handle matters regarding solicitation shall not solicit proxies outside the place of solicitation, and the contents of the literature and advertisement referred to in the preceding Paragraph shall be expressly disclosed in the place of solicitation.
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Article 9
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The literature and advertisement mailed or published by a solicitor shall have identical content as those delivered to the company under Paragraphs 1 and 2 of Article 7.
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Article 10
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A consigning principal shall personally fill in the name of the solicitor or the consigned agent in the proxies; provided that in the case of a trust enterprise acting as the solicitor and an agent for stock affairs consigned to act as the consigned agent of the proxies, seals may be affixed on the proxies instead.
A solicitor shall sign or seal the solicited proxies and shall not transfer such proxies to another person for use.
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Article 11
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Unless otherwise provided in these Rules, acquisition of proxies shall be restricted as follows:
1.A proxy shall not be obtained in exchange for money or other interest; provided that this rule shall not apply if souvenirs for a shareholders meeting are distributed on behalf of the company;
2. A proxy shall not be obtained in the name of another person; and
3. A solicited proxy shall not be used as a non-solicited proxy for attendance of a shareholders meeting.
Souvenirs, if any, distributed in each shareholders meeting shall be limited to one type. If the number of souvenirs are not sufficient for distribution, substitutes with equivalent value may be distributed instead. Where the solicitor or the consigned agent submits a list to the company in accordance with Article 12 and Article 13, the company may, based on the number of consigning principals, deliver souvenirs to the solicitors and consigned agent for distribution to the principals.
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Article 12
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A solicitor shall compile an itemized statement of the solicited proxies (Schedule 5) and deliver the same to the company or its agent for stock affairs five days before the date of the shareholders meeting. On the day of the shareholders meeting, the company or its agent for stock affairs shall compile a statistical statement of the number of shares obtained by the solicitor through solicitation (Schedule 6) and transmit it to the SFI in electronic file format, and shall make an express disclosure of the same at the site of the shareholders meeting.
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Article 13
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Except under the circumstances set forth in Article 14, a consigned agent of non-solicited proxies shall not accept the consignment of more than 30 persons. A consigned agent who accepts the consignment of three or more shareholders shall submit an itemized statement of the declarations and proxies (Schedule 7) together with the signed or sealed proxies to the company or its agent for stock affairs five days before the date of a shareholders meeting.
The declaration referred to in the preceding Paragraph shall state that the proxies consigned to the consigned agent were not solicited on the behalf of itself or another person.
On the day of a shareholders meeting, the public company or its agent for stock affairs shall compile a statistical statement of the number of shares represented by the consigned agent pursuant to Paragraph 1 (Schedule 8) and transmit it to the SFI in electronic file format, and shall make an express disclosure of the same at the site of the shareholders meeting.
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Article 14
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An agent for stock affairs may, through the consignment of the public company, act as the consigned agent of the shareholders of the public company. The shares represented by the agent shall not be subject to the limitation of 3% of the total number of issued and outstanding shares.
A public company may consign an agent for stock affairs to act as the consigned agent of shareholders only when the election of directors and supervisors has not been proposed in the relevant shareholders meeting. Matters regarding the consignment shall be stated in the instructions in the proxies of the shareholders meeting concerned.
An agent for stock affairs mandated to act as the consigned agent of proxies shall not accept the full authorization of shareholders, and shall, within five days of the close of each shareholders meeting of the public company, prepare a Compilation Report of Shareholders Meeting Attendance by a Consigned Agent comprising the details of consigned attendance at the shareholders meeting, the status of exercise of voting rights under the consignment (Schedule 9), copy of the contract, and other matters as required by the Securities and Futures Commission (SFC) of the Ministry of Finance, and keep the Compilation Report available at the agent for stock affairs.
An agent for stock affairs shall handle the business referred to in Paragraph 1 above impartially and independently.
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Article 15
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The SFC may at any time request a solicitor, a consigned agent, or its related person to provide the shareholders meeting attendance proxies obtained or other relevant documents and/or information; a solicitor, consigned agent, or related person may not refuse or evade such a request.
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Article 16
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No false statement or omission shall be allowed in the material contents of the statements in the proxy forms printed by a public company, the meeting handbook or other supplemental information for the meeting, the literature and advertisement for solicitation of proxies by a solicitor, the itemized consignment statements referred to in Articles 12 and 13, and/or shareholders meeting attendance proxies and documents/information referred to in the preceding Article.
No release of liabilities shall be asserted on the ground that the documents referred to in the preceding Paragraph have been submitted to and made available at the SFI.
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Article 17
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Where a securities investment trust fund holds more than 10,000 shares of stocks of a public company, the securities investment trust enterprise ("SITE") shall appoint a representative to attend the meeting to exercise the voting rights. Unless otherwise provided by laws and regulations, the SITE shall not consign another person to exercise the said right.
When a SITE exercises the voting right referred to in the preceding Paragraph, it shall, for the utmost interest of the beneficiary certificate holders, support the motion or the candidates for directorship or supervisorship proposed by the board of directors of the company which has complied with the shareholding requirements under Article 26 of this Law. However, if the management of the public company engages in unsound operation which may damage the rights and interests of the company or shareholders, the resolution of the board of directors of the SITE concerned shall be followed.
In the case of a foreign institutional investor investing in Taiwan in accordance with the Regulations Governing Securities Investment by Overseas Chinese and Foreign Nationals and holding more than 10,000 shares of the stocks of a public company or more than 10,000 shares of overseas convertible corporate bonds which have been converted into shares, a domestic representative or agent appointed pursuant to the said regulations shall attend the meeting and exercise the voting right. Regarding the voting on motions in a shareholders meeting by the representative or agent appointed by a foreign institutional investor, it shall be deemed that the motions proposed by the public company have been agreed in the absence of a clear authorization.
The provisions in Paragraph 1 above shall apply mutatis mutandis when a securities firm exercises the right of vote of the shares held by it.
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Article 18
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Within 7 days after the end of the shareholders meeting, the consigning principal of a proxy may examine the manner in which the proxy has been used with the public company or its agent for stock affairs.
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Article 19
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A public company shall conspicuously distinguish the attendance card, sign-in card, or other certificate of attendance issued by a solicitor of solicited proxies.
The attendance card, sign-in card, or other certificate of attendance referred to in the preceding Paragraph shall not be transferred to another person for use. The holder thereof shall bring identification documents for verification when attending the shareholders meeting.
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Article 20
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Unless otherwise provided in these Rules, the shares represented by a solicitor shall be restricted as follows:
1. Where the solicitor is a candidate for directorship or supervisorship, or where no election of directors or supervisors is proposed in the shareholders meeting concerned, the represented shares shall not be more than 3% of the total number of issued and outstanding shares of the company;
2. Where the solicitor supports another candidate for the directorship or supervisorship, the represented shares shall not be more than 1% of the total number of issued and outstanding shares of the company whose proxies are being solicited.
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Article 21
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The shares represented by a consigned agent accepting the consignment of more than 3 shareholders referred to in Paragraph 1 of Article 13 shall, in addition to not being more than 4 times the number of shares held by it, comply with the following restrictions:
1. Where the consigned agent is a candidate for directorship or supervisorship or where no election of directors or supervisors is proposed in the shareholders meeting concerned, the shares represented shall not be more than 3% of the total number of issued and outstanding shares of such company;
2. Where the consigned agent supports another candidate for the directorship or supervisorship, the shares represented shall not be more than 1% of the total number of issued and outstanding shares of such company.
If the consigned agent referred to in the preceding Paragraph also solicits proxies, the aggregate number of shares represented by it shall not be more than that provided in Article 20.
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Article 22
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If the use of proxies has any of the following conditions, the represented votes shall not be counted:
1. Where the proxy form is not printed by the company;
2. Where the solicited proxies delivered to the company are obtained through transfer;
3. Where conditions in Articles 5 or 6 are violated;
4. Where proxies are obtained in violation of Article 11, Paragraph 1;
5. Where there is false statement in the declaration issued in accordance with
Article 13;
6. Where Paragraph 1 of Article 10, Paragraph 1 of Article 13, Article 14, Paragraph 1 of Article 16, and/or Paragraph 2 of Article 19 is violated;
7. Where the shares represented by a solicitor or consigned agent exceed the limit provided in Article 20 and Article 21, the portion in excess shall not be counted; or
8. Where the solicitor's voting is inconsistent with the contents stated in the literature and advertisement or the contents of consignment of the consigning principal.
9. Any other solicitation of proxies in violation of these Rules
In case of any of the events referred to in the preceding Paragraph, the public company may refuse to distribute the voting slips of each motion in the shareholders meeting concerned.
If any vote is not counted pursuant to Paragraph 1 above, the public company shall conduct a re-count.
Proxies and documents and forms/statements prepared in accordance with these Rules shall be kept for at least one year. However, if a shareholder institutes a suit under Article 189 of the Company Law, they shall be kept until the conclusion of the litigation.
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Article 23
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The attendance card, sign-in card, or other certificate of attendance shall not be solicited.
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Article 24
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These Rules shall take force as of the date of promulgation.
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Article 25
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These Regulations shall become effective as of the date of promulgation.
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