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Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies(2022.03.04) |
| Date： |
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Article 3
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The shareholders' meeting agenda handbook shall contain the following information as well as a table of contents and page numbers:
- The name of the company;
- The year and type of the shareholders’ meeting;
- The method for convening of the shareholders' meeting;
- The date of the shareholders’ meeting;
- The location of the shareholders' meeting;
- If the company will convene a physical shareholder's meeting, it shall specify the location of the shareholder's meeting.
- If the company will convene a physical shareholder's meeting with the assistance of video conferencing (hereinafter, "hybrid shareholder's meeting"), in addition to specifying the location where the physical shareholder's meeting will be convened, it shall specify the video conferencing platform that will be used for the video assisted part of the meeting.
- If the company will not convene a physical shareholder's meeting, and will convene the meeting only by video conferencing (hereinafter, "virtual-only shareholder's meeting"), it shall specify the video conferencing platform to be used by the company.
- The shareholding status of the directors and supervisors:
The minimum numbers of shares required to be held by the entire bodies of directors and supervisors in accordance with Article 26 of the Securities and Exchange Act, and the numbers of shares held by the directors and supervisors individually and by the entire bodies thereof respectively as recorded in the shareholders' register as of the book closure date for that shareholders' meeting.
- Meeting agenda.
- Content of any proposals to be put forward at the meeting and the persons putting them forward.
- Shareholders’ meeting procedure rules, articles of incorporation, and other reference materials.
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Article 6
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When a company will convene a shareholders’ meeting, it shall, 15 days before the scheduled date of the shareholders’ meeting, prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the company and its stock registrar and transfer agent.
The shareholders' meeting agenda handbook and supplemental materials under the preceding paragraph shall be provided for review by the shareholders by the following means on the date the shareholder's meeting is convened:
- If the company convenes a physical shareholder's meeting, it shall distribute them on-site at the shareholder's meeting.
- If the company convenes a hybrid shareholder's meeting, it shall distribute them on-site at the shareholder's meeting and upload the electronic files to the video conferencing platform.
- If the company convenes a virtual-only shareholder's meeting, it shall upload the electronic files to the video conferencing platform.
Twenty-one days before a company is to convene a regular shareholders’ meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the information disclosure website specified by the FSC. However, in the case of a TWSE or TPEx listed company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of holding of the regular shareholders’ meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular shareholders' meeting is to be held.
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