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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 the 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. Other particulars 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 and Article 43-6 of the 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") and shall simultaneously prepare an electronic file and transmit it to the Market Observation Post.
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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. Thirty days before the convening of the shareholders meeting or 15 days before the convening of a special shareholders’ meeting, the company shall compile the Solicitor Solicitation Information (Schedule 4) and transmit it in an electronic file for disclosure by the SFI or publicly announce it in a daily newspaper(s) for two consecutive days.
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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