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Relevant Laws

Title:Regulations Governing the Administration of Shareholder Services of Public Companies (2021.03.02)
Article 4     A company whose stock is listed on the stock exchange or traded on the OTC market and that handles its own shareholder services, or a shareholder services agent of such a company, for the handling of shareholder services, shall allocate a sufficient number of personnel, provide them with appropriate training and management, and meet the following conditions:
  1. At least 1 of the shareholder services agent's executive personnel must possess at least 5 years of practical experience in shareholder services operations; at least one-third of its associated persons handling shareholder services, 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 of its associated persons handling shareholder services meet the criteria:
    1. Have three or more years of practical experience in shareholder services.
    2. Are an agent or senior agent of a securities firm.
    3. Have successfully passed the shareholder services examination held by an institution designated by this Commission.
  2. If a company handles its own shareholder services, at least 1 of its executive personnel must possess at least 5 years of practical experience in shareholder services operations, and at least 5 of its associated persons handling 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 shareholder 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 handling 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 as required by that institution.
    If a company handles shareholder services for itself or for another company whose stock is listed on the stock exchange or traded on the OTC market, it shall report the basic information of the executives and associated persons 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.
Article 5     Companies whose stocks are listed on the stock exchange or traded on the OTC market and that handle their own shareholder services, and shareholder services agents of such companies, must have facilities for handling shareholder services complying with the rules below:
  1. Must have the necessary computer facility and chop comparison/verification equipment.
  2. Must have a safe equipped to deal with fire, floods, and burglars, and establish and follow rules for management of the safe.
    Companies whose stocks are not listed on the stock exchange or traded on the OTC market and that handle their own shareholder services shall have a safe storage room and shall establish and follow rules for management of their storage room, as well as have sufficient hardware equipment and other facilities.
    The provisions of the preceding paragraph shall apply to the facilities used to handle their own shareholder services by companies whose stocks are listed on the stock exchange or traded on the OTC market and that issue all their stocks in scripless form.
Article 6     A company that handles its own shareholder services, or a shareholder services agent handling shareholder services for 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, and shall outsource or transfer, as the case may be, the handling of the shareholder services to a or another shareholder services agent within 2 months, calculated from the day following its receipt of the letter of disposition from this Commission. If the company is unable to find an agent willing to take over as the successor for handling of the shareholder services, or if this Commission deems necessary, a shareholder services agent shall be appointed by the institution designated by this Commission to handle the company's shareholder services.
    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.