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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 on the OTC market and whose stock certificates 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 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 44-5
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The company or its shareholder services agent shall, by one day prior to the date of a shareholders' meeting, compile and prepare a statistical table of the number of shares of shareholders attending the shareholders' meeting by means of electronic transmission, and publicly disclose it on the electronic voting platform of the entity engaged to handle electronic voting matters.
The company or its shareholder services agent shall, on the day of the shareholders' meeting, compile and prepare a statistical table of the number of shares of shareholders attending the shareholders' meeting in writing or by means of electronic transmission, and clearly disclose it at the place where the shareholders' meeting is held.
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Article 44-6
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Where voting rights at a company shareholders' meeting are exercised in writing or by means of electronic transmission, before the shareholders' meeting is convened, the company's shareholder services agent, another shareholder services agent, or a company specified in Article 3, paragraph 2, shall tally and verify such votes. However, if the company handles its own shareholder services, the company may carry out the tallying and verification itself.
The internal control system of the entity carrying out the tallying and verification referred to in the preceding paragraph shall include tallying and verification procedures for voting rights exercised in writing and by means of electronic transmission; where a shareholder exercises voting rights in writing, verification shall be made of whether the written form is the form printed by the company and whether the shareholder has signed or chopped the form.
A written record shall be made of the procedures and results of the tallying and verification referred to in paragraph 1, and shall be signed/sealed by the person handling it and the supervisor and kept on record for review
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Article 44-15
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When a company will convene a shareholders' meeting with video conferencing, the company or its shareholder services agent shall duly compile a statistical statement of the number of shares obtained by the proxy solicitor through solicitation, the number of shares represented by proxy agents, and the number of shares represented by shareholders attending the meeting in person or by electronic means, and shall disclose the statement on the video conferencing platform before the convening of the shareholders' meeting.
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Article 44-17
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When a company convenes a shareholders' meeting with video conferencing, when the meeting is called to order, the total number of shares represented by shareholders attending the meeting shall be disclosed on the video conferencing platform. The same shall apply whenever a new tally of the total number of shares represented at the meeting and the number of voting rights thereof is made during the meeting.
When a shareholders' meeting of the company is called to order, a voting function shall simultaneously be provided for shareholders, proxy solicitors, or proxy agents taking party by video conferencing, and notice shall be given of the following matters:
- Those taking part by video conferencing shall cast votes on proposals and elections through the video conferencing platform, and shall complete the casting of their votes before the chair announces the close of voting, or will be deemed to have abstained from voting.
- Votes shall be counted at once after the chair announces the close of voting, and the results of votes and elections shall be announced immediately.
- Questions on individual proposals may be raised by inputting them through the video conferencing platform. A participant may not raise more than two questions on any single proposal, and each question raised may not exceed 200 words.
During the meeting period of a virtual-only shareholders' meeting convened by a company, the meeting chair and secretary shall be at the same location within the country.
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