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Article 2
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The shareholder services referred to in these Regulations include the following affairs:
- Opening of account, change of basic shareholder information, etc. for a shareholder.
- Transfer of share ownership, creation of pledge, removal of pledge, reporting of loss, canceling report of loss, etc. and the merger or split of stocks.
- Holding shareholders' meetings.
- Distribution of cash and stock dividends.
- Rights issue stock affairs.
- Affairs regarding printing of share certificates by a third party.
- Shareholder's inquiry or other affairs related to stocks required by government regulations.
- Other shareholder services approved by the Financial Supervisory Commission (hereinafter referred to as "this Commission").
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Article 3
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Shareholder services of a public company (hereinafter referred to as "company") may be entrusted to a third party. Such parties shall be limited to integrated securities firms and to those banks and trust enterprises that are permitted by law to handle shareholder services for others.
To assist companies to successfully convene shareholders' meetings, companies limited by shares meeting the following conditions also may be entrusted to handle matters in connection with shareholders' meetings:
- have paid-in capital of not less than NT$200 million;
- shareholders operating securities firm business under the Act hold an aggregate of more than 50 percent of the total number of the issued shares of the company, and any individual securities firm holds no more than 10 percent of the total number of the issued shares of the company;
- at least one-third of the directorships of the company are held by independent directors;
- personnel and the internal control system comply with the requirements of Articles 4 and 6.
In handling shareholder services, the company, or the institution entrusted by the company to handle such shareholder services (hereinafter referred to as a "shareholder services agent"), shall pay attention to upholding the rights and interests of the shareholders and the security of securities transactions.
If a company whose shares are listed on the stock exchange or traded on the OTC market handles its own shareholder services, its personnel, facilities, and internal control system shall comply with the requirements of these Regulations.
During a period in which a listed or OTC-traded company entrusts its shareholder services under the preceding paragraph to a shareholder services agent, it may not revert to handling those services in-house, with the exception of notifications for and issuance of cash dividends and capital increase shares for employees, directors, supervisors, and any shareholder holding more than 10 percent of the total issued shares of the company. When carrying out the above operations, the provisions of Articles 4 and 5 do not apply with respect to the employees carrying out the operations and the facilities used.
Companies applying for the first time for stocks to be listed on the stock exchange or to be traded in the OTC market shall, before the stocks are listed or traded, publicly announce and report the name and place of the institution handling company shareholder services to the stock exchange and the OTC securities exchange for record and also notify the centralized securities depository enterprise.
For stocks that are listed on the stock exchange or traded in the OTC market, when the unit handling the company's shareholder services changes its business location, it shall publicly announce and report the fact to the stock exchange and the OTC securities exchange within three days from the decision, and shall also notify this Commission and the centralized securities depository enterprise. A shareholder services agent that is engaged to handle shareholder services for a company with stocks listed on the stock exchange or traded on the OTC market shall be required to make the same public announcement and reports when it enters into or terminates an agreement entrusting it with the handling of shareholder services or when it changes its business location.
If a company is not listed on the stock exchange or traded in the OTC market and its stocks are in the custody of a centralized securities depository enterprise, or it has not printed stock certificates and its stocks are registered with a centralized securities depository enterprise, then prior to delivering the stocks into custody or registering the stocks, the company shall notify the centralized securities depository enterprise of the name and the business location of the unit handling its shareholder services; when the company changes the agent handling its shareholder services or there is a change in the business location of the unit handling its shareholder services, it shall notify the centralized securities depository enterprise within three days after the decision.
This Commission or the institutions designated by this Commission may examine the shareholder services and internal control systems of any organizations handling shareholder services. Should any dispute occur over law or regulation or any other uncertainty arise with respect to the handling of shareholder services business, the above-stated designated institutions may call together concerned bodies to deliberate and prepare an opinion on the handling of such matters, and submit it via letter to this Commission.
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Article 3-2
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When a company that is listed on the stock exchange or traded on the OTC market makes a change from outsourcing shareholder services matters to handling those matters in-house, it shall be done through the passage of a resolution by the shareholders meeting and application to and approval by the institution designated by this Commission.
When a company's application under the preceding paragraph to handle its own shareholders services has been approved, then within three days, calculated from its receipt of the approval from the institution designated by this Commission, the company shall report the approval to the stock exchange or the OTC securities exchange and publicly announce it, with a copy to this Commission.
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Article 3-3
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When a company that is listed on the stock exchange or traded on the OTC market terminates the agreement of entrusting its shareholder services matters to the shareholder services agent, or the handling of those matters is terminated by the shareholders services agent that handles them on its behalf, or when, by order of the competent authority, it must entrust the handling of shareholder services matters to another shareholder services agent, and it therefore makes a change in its shareholder services agent, the company shall in each case do so through the passage of a resolution by the board of directors, and after entering into an agreement with the new shareholder services agent, shall report the matter to the institution designated by this Commission for recordation.
When a company has made a change in its shareholder services agent pursuant to the preceding paragraph, then within three days, calculated from its receipt of the letter indicating recordation by the institution designated by this Commission, the company shall report the change to the stock exchange or the OTC securities exchange and publicly announce it, with a copy to this Commission.
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Article 3-4
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When a company that is listed on the stock exchange or traded on the OTC market handles its own shareholder services, if it is deemed likely by any shareholder who has held 3 percent or more of the total issued shares of the company for a continuous period of one year or more, or by the Securities and Futures Investors Protection Center, that the company's handling of matters relating to shareholders meetings is detrimental to shareholder rights and interests, then that party, 10 days prior to the first day of the book closure period, may apply to the institution designated by this Commission to have the upcoming shareholders meeting handled by a shareholder services agent.
The company of the preceding paragraph, upon its receipt of the letter of approval from the institution designated by this Commission, and within the deadline specified by that institution, shall entrust matters relating to the holding of the upcoming shareholders meeting to a shareholder services agent, and shall submit the agreement entered into with that shareholder services agent to the institution designated by this Commission for recordation.
When the company fails to proceed as specified in the preceding paragraph, the institution designated by this Commission will designate a shareholder services agent to handle matters relating to the upcoming shareholders meeting. The centralized securities depository enterprise shall deliver the list of stock owners to the newly designated shareholder services agent within 3 days from the first day of the book closure period.
Fees for the handling of shareholders meeting matters by the agent designated pursuant to the preceding paragraph shall be borne by the company.
Within 3 days after its receipt of the letter of paragraph 2 indicating recordation, or the letter of paragraph 3 designating a shareholder services agent, the company shall report the matter to the stock exchange or the OTC securities exchange and publicly announce it, with a copy to this Commission.
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Article 4
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Any company whose shares are listed on the stock exchange or traded on the OTC market and that handles its own shareholder services, or any shareholder services agent of such a company, when handling shareholder services, shall allocate a sufficient number of personnel, provide them with appropriate training and management, and meet the following conditions:
- At least one of the shareholder services agent's supervisory personnel must possess at least 5 years of practical experience in shareholder services operations; at least one-third of the remaining shareholder services business personnel, and no less than 5 in all, must meet one of the following criteria. However, this ratio requirement does not apply if at least 20 business personnel handling shareholder services meet the criteria:
- Have three or more years of practical experience in shareholder services.
- Are an agent or senior agent of a securities firm.
- Have successfully passed the shareholder services examination held by an institution designated by this Commission.
- If a company handles its own shareholder services, at least 1 of its supervisory personnel must have 5 or more years of practical experience in shareholder services, and at least 5 of the business personnel that handle shareholder services shall meet one of the qualifications set out under the preceding subparagraph.
Personnel of a shareholder services agent who are counted toward the minimum standards for numbers of personnel set forth in the preceding paragraph shall be full-time employees. At a company that handles its own stock registrar and transfer services, at least three of the personnel counted as meeting the qualifications of the preceding paragraph shall be full-time employees, and the remainder may be part-time employees. The associated persons who handle shareholder services shall participate in education and training courses related to shareholder services that are held by the institution designated by this Commission, in accordance with the number of such course hours required by that institution.
If a company handles shareholder services for itself, or on behalf of another, for stock of a company that is already listed or traded on the OTC market, it shall report the basic information of the supervisory and business personnel for such services to the institution designated by this Commission before such employees carry out their duties, and file a summary report of any changes thereto by the 15th day of the month following the month in which such changes occurred.
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Article 6
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A company that handles its own shareholder services, or a shareholder services agent handling shareholder services on behalf of a company, shall adopt an internal control system in accordance with the rules establishing standards for the internal control systems of shareholder services units that have been set by the institution designated by this Commission; dedicated employees shall be assigned to carry out internal audits on a regular or irregular basis and prepare written records of the audits, which are to be retained for inspection.
A company or a shareholder services agent shall handle shareholder services in accordance with laws and regulations and the provisions of its internal control system.
If a company or a shareholder services agent violates the provisions of either of the two preceding paragraphs, and is issued an official reprimand or a disposition by this Commission, it may no longer handle shareholder services for itself or for the company involved in the violation.
The rules establishing standards for the internal control systems of shareholder services units which are to be set by the institution designated by this Commission pursuant to paragraph 1 shall be submitted to this Commission for ratification. The same shall be true for any amendment to those rules.
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Article 9
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For stocks received from the centralized securities depository enterprise and temporarily kept due to a stock split or from a shareholder due to an application for transfer, or for reissuance due to a merger or split, the company or shareholder services agent shall keep a daily record and specially assign someone to be in charge of its storage.
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Article 12-2
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When a company whose shares are listed on a stock exchange or traded on the OTC market convenes a shareholders meeting, the meeting shall be attended by personnel with the qualifications specified in paragraph 1 of Article 4 and complying with paragraph 4 of the same article.
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Article 16
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Where the format of the stock certificates issued by a formerly non-public company are not in compliance with these Regulations, such company shall print and produce new stock certificates in accordance with these Regulations and commence replacement procedures within six months of the date of approval for public issuance.
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Article 17
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(deleted)
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Article 20
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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 consigning a domestic agent or representative to open 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.
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Article 22
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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, the new specimen chop 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 procedures for replacement of a specimen chop with a new chop or provision of a specimen signature are consigned to a third party or handled through correspondence, the following identity documents shall be submitted:
- 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.
- Juristic person shareholder:
- 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.
- 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.
- Documentation of identity in accordance with the preceding subparagraph for the responsible person of the juristic person shareholder.
- Where a third party is consigned to carry out the procedures, such consignee 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 consignee 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 chop is replaced by a 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 23
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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:
- Transfer application completed by both parties and signature or chops affixed on the backside of the stock certificate.
- Proof that the securities transaction tax has been paid.
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Article 29
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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.
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Article 30
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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 and Article 176 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
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(deleted)
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Article 34
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(deleted)
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Article 38
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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.
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Article 40
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Where a stock certificate is lost and replacement procedures are commenced, it shall be commenced as follows:
- The shareholder or the legal owner shall report the event to the police authorities for handling or recordation, complete the loss of stock application, and send such to the company for its examination and recordation; where the transfer has not been previously registered, the securities firm or the transferor shall supply documentary proof.
- The applicant shall, within five days, apply to the courts under the Code of Civil Procedure for public announcement of the event, and a copy of the court application and the court acceptance voucher shall be sent to the company; where such procedure is not commenced upon the expiration of the time period, the company may cancel the application for lost stock certificates.
- Upon issuance of the public announcement ruling by the courts, the applicant shall send a copy of the announcement made in the newspaper to the company, and upon the expiration of the period of public announcement, the applicant may apply to the company for issuance of replacement stocks by attaching the court judgment declaring the lost stock certificates void.
- To cancel a report of loss of stock certificates, an applicant shall complete an application for cancellation of a report of loss of stock certificates and send it to the company for examination and recordation; where the applicant has already applied to a court for public announcement of the event or for a judgment voiding the stock certificates pursuant to the Code of Civil Procedure, the applicant shall submit photocopies of the application to the court for cancellation of the public announcement or for withdrawal of the judgment voiding the stock certificates, and of the receipt issued by the court for the documents.
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 stocks have been withdrawn from the centralized securities depository enterprise.
While the stock is still in the process of public announcement, 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 judgment has been issued.
Where a third person is consigned to apply for the lost of stock certificates, a natural person shall provide a power of attorney, and a juristic person shall provide an application letter, and the power of attorney and the application letter shall be signed or chopped with the original specimen chop.
Upon the company completing the application for the lost of stock certificates, if the lost certificates are discovered, a notation stating "Registered Lost Stock Certificates" shall be affixed on such stock certificates and on its transfer application.
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Article 41
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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 in the OTC market and whose stocks 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 43
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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 44-1
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Where voting rights at a company shareholders' meeting are exercised by means of electronic transmission, matters related to electronic voting shall be outsourced for handling by an outside entity.
The entity under the preceding paragraph entrusted with the handling of matters relating to electronic voting shall be restricted to a shareholders services agent or a company as specified under Article 3, paragraphs 1 or 2 or a centralized securities depository enterprise, and shall conform with the following requirements:
- The entity must have three or more full-time employees who are information technology professionals.
- The electronic voting platform must include mechanisms for checking the identity of shareholders exercising voting rights and security mechanisms, and must have obtained ISO accreditation documents for information systems security management.
- The electronic voting platform must be equipped with on-site and off-site backup and recovery systems.
The entity entrusted with the handling of electronic voting matters must first submit the documents demonstrating its qualifications referred to in the preceding paragraph to this Commission for recordation before it may undertake matters relating to electronic voting.
An entity already entrusted with the handling of electronic voting matters prior to the 11 April 2013 amendment and issuance of these Regulations shall submit the documents required under the preceding paragraph to this Commission for recordation within 6 months following the amendment and issuance of these Regulations. If the recordation has not been accomplished by the end of that period, the entity may not be entrusted to undertake the electronic voting matters.
Each year, an entity entrusted with the handling of electronic voting matters must submit for recordation by this Commission audit results for ISO information systems security management accreditation in conformance with paragraph 2, subparagraph 2.
An entity entrusted with the handling of electronic voting matters may not concurrently be entrusted with shareholder services matters and may not serve as a proxy solicitor, proxy agent, or handle proxy solicitation matters on behalf of another.
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Article 44-3
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If a shareholder elects to exercise his/her/its voting rights in writing or by means of electronic transmission, his/her/its declaration of intention shall be served to the company 2 days prior to the scheduled meeting date of the shareholders' meeting; if two or more declarations of intention on the same matter are served to the company, the declaration of intention first served shall prevail, unless an explicit statement to revoke the previous declaration is made in the subsequent declaration.
If a shareholder who has exercised his/her/its voting rights in writing or by means of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, 2 days prior to the scheduled meeting date of the shareholders' meeting and in the same manner previously used in exercising his/her/its voting rights, serve a separate declaration of intention to revoke his/her/its previous declaration of intention made in exercising the voting rights under the preceding paragraph. In the absence of a timely revocation of the previous declaration of intention, the voting rights exercised in writing or by means of electronic transmission shall prevail.
If a shareholder has exercised his/her/its voting rights in writing or by means of electronic transmission, and has also authorized an agent to attend the shareholders' meeting on his/her/its behalf, then the voting rights exercised by the authorized agent for the shareholder shall prevail.
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Article 49-1
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(deleted)
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Article 49-2
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These Regulations apply mutatis mutandis to any primary exchange-listed (or OTC-listed) company or emerging stock company as defined in Article 3 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers.
The par value per share of a primary exchange-listed (or OTC-listed) company or an emerging stock company may be determined in accordance with the laws and regulations of the country of its registration, and is not subject to the restrictions of Article 14.
When the laws and regulations of the country of registration of a primary exchange-listed (or OTC-listed) company or an emerging stock company contain no provisions for a book closure period, then the convening of a regular shareholders meeting or a special shareholders meeting or a decision to distribute dividends, bonus or other benefits may be carried out in accordance with the laws and regulations of the country of its registration, and are not subject to the restrictions of Article 41.
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