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Article 5
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Except as provided in Article 6, a solicitor of proxies shall be a shareholder holding 50,000 or more of the issued shares of the company; provided that if election of directors or supervisors is proposed in the shareholders meeting, the solicitor shall hold the shares issued by such company, as evidenced by the shareholders register, or by the documentation of deposit in the centralized securities depository enterprise, as of the book closure date for the shareholders meeting, under one of the following conditions:
- Where a financial holding company, a bank regulated under the Banking Act, or an insurance company regulated under the Insurance Act convenes a shareholders meeting, the solicitor shall have continuously held, for a period of at least one year, 2 million of the company's issued shares or 0.5% or more of the total number of its issued shares; or
- Where a company other than those specified in the preceding subparagraph convenes a shareholders meeting, the solicitor shall have continuously held for a period of at least 6 months 800,000 or more of the issued shares of the company, or 0.2% or more of the total number of issued shares of the company.
A shareholder qualified under the preceding paragraph, or a trust enterprise or shareholder services agent under Article 6, or a responsible person thereof, to which any of the following circumstances applies shall not serve as a solicitor:
- Has previously been convicted by a conclusive judgment of a crime under the Organized Crime Prevention Act, where less than five years has elapsed since completion of the term of sentence.
- Has been convicted by a conclusive judgment of violating, in connection with solicitation of proxies, provisions of the Criminal Code addressing forgery of documents, where less than three years has elapsed since completion of the term of sentence.
- Has previously been sentenced to imprisonment for six months or more for fraud, breach of trust, or misappropriation, where less than three years has elapsed since completion of the term of imprisonment.
- Has previously been sentenced to imprisonment for six months or more for violating the Securities and Exchange Act, Futures Trading Act, Banking Act, Trust Enterprise Act, Financial Holding Company Act, or other financial administration act, where less than three years has elapsed since completion of the term of imprisonment.
- Has previously violated Article 10-1 and less than 3 years has elapsed since the Financial Supervisory Commission (FSC) imposed a sanction for the violation.
- Has previously violated Article 11, paragraph 1, or violated provisions of this article or of Article 6 relating to qualifications for solicitation, and less than 1 year has elapsed since the FSC imposed a sanction for the violation.
- Has previously been found by a conclusive judgment to have solicited proxies in violation of these Regulations and the represented votes were not counted, where less than two years have passed since such conclusive judgment.
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Article 7-1
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Unless it is a securities firm or a company meeting the requirements of Article 3, paragraph 2, of the Regulations Governing the Administration of Shareholder Services of Public Companies, a company mandated to handle solicitation matters shall meet the following qualification requirements:
- A company limited by shares with paid-in capital of not less than NT$10 million;
- Have at least one officer in charge of handling solicitation matters, who must have at least 5 years of practical experience in shareholder services operations or the handling of solicitation matters; the personnel handling solicitation matters shall number at least five persons, including the officer and the deputy thereof, and shall meet at least one of the following qualifications:
- have at least three years of practical experience in shareholder services.
- be a senior agent or agent of a securities firm.
- have successfully passed the shareholder services examination held by the institution designated by the FSC.
- The company's internal control system shall include solicitation procedures, and shall prescribe audit items.
If a company mandated to handle solicitation matters has violated Article 11, paragraph 1, or violated provisions of Article 5 or Article 6 relating to qualifications for solicitation, and less than 1 year has elapsed since the FSC imposed a sanction for the violation, the company may not handle the solicitation matters.
A company mandated to handle solicitation matters shall submit the documents evidencing qualifications under paragraph 2 to the institution designated by the FSC, which shall review them and then forward them to the FSC for recordation, before the mandated company may begin to handle the solicitation matters.
The FSC or the institution designated by the FSC may from time to time inspect the qualifications of a company mandated to handle solicitation matters, and the company mandated to handle solicitation matters may not refuse such inspection; a company that refuses inspection shall be deemed disqualified, and shall be prohibited from handling solicitation matters for a period of three years. When inspection reveals any deficiency in qualification, and the company fails to make supplementation or correction within a deadline upon being notified by the FSC or the institution designated by the FSC to do so, it may not handle solicitation matters until such time as it has made supplementation or correction.
In the event of any change in paid-in capital amount or personnel or amendment to the solicitation procedures in the internal control system set out among the qualification requirements in paragraph 1, a company mandated to handle solicitation matters shall report to the institution designated by the FSC within five days after the change or amendment.
The internal control system of a company mandated to handle solicitation matters shall undergo regular or occasional internal auditing by personnel specifically responsible for the task, who shall prepare a written record of the auditing, and make it available to the FSC or the institution designated by the FSC for auditing.
A company that fails to perform the measures set out in the preceding two paragraphs and fails to make supplementation or correction within a deadline upon being notified by the FSC or the institution designated by the FSC to do so may not handle solicitation matters until such time as it has made supplementation or correction.
The personnel handling solicitation under paragraph 1, subparagraph 2 shall participate in education and training courses related to shareholder services that are held by the institution designated by the FSC, in accordance with the number of such course hours as required by that institution.
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Article 7-2
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Before personnel at the place of solicitation handle proxy solicitation matters, the proxy solicitor and the company mandated to handle solicitation matters shall report information on those personnel to the institution designated by the FSC. No person at the place of solicitation may handle solicitation matters until the report has been filed.
Any change in the personnel at the place of solicitation shall be handled as follows:
- For any change in personnel that occurs during the period from March to June of any year, the solicitor and the company mandated to handle solicitation matters shall report the change to the institution designated by the FSC within 5 days after the change occurs.
- For any changes in personnel that occur outside of the aforesaid period, the solicitor and the company mandated to handle solicitation matters shall compile and report all such changes to the institution designated by the FSC before the next time solicitation matters are conducted.
A solicitor or a company mandated to handle solicitation matters may not obtain proxies by means of proxy solicitations conducted by personnel who have not been reported pursuant to the preceding two paragraphs.
Before they may handle solicitation matters, the personnel at the place of solicitation under paragraph 1 shall comply with the provisions regarding professional competence testing as set out in the rules establishing standards for the internal control systems of shareholder services units prescribed by the institution designated by the FSC.
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Article 7-3
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A person mandated by a shareholder to serve as a solicitor, or mandated by a solicitor to handle solicitation matters on the solicitor's behalf, shall sign a written contract with respect to the mandated matters and specify the remuneration, and shall examine the reasonableness of the contract content, and faithfully implement know-your-customer procedures.
A person mandated by a shareholder to serve as a solicitor, or mandated by a solicitor to handle solicitation matters on the solicitor's behalf, shall sign a new contract with the mandating shareholder or solicitor each year.
If a contract mentioned in paragraph 1 is signed before the amendment introducing this article takes force on 1 January 2023, then if the remaining period of the contract, counting from the enforcement date, does not exceed 1 year, that period shall be followed; if it exceeds 1 year, it shall be shortened to 1 year.
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Article 22
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If the use of proxies has any of the following conditions, the represented votes shall not be counted:
- Where the proxy form is not printed by the company;
- Where the solicited proxies delivered to the company are obtained through transfer;
- Where Article 5, Article 6, or Article 7-1, paragraph 1 or paragraph 2 are violated;
- Where proxies are solicited outside the place of solicitation in violation of Article 8, paragraph 2, or there is a violation of paragraph 4 of the same Article.
- Where proxies are obtained in violation of Article 11, paragraph 1;
- Where there is false statement in the declaration issued in accordance with Article 13;
- Where paragraph 1 of Article 10, paragraph 1 of Article 13, Article 14, paragraph 1 of Article 16, or paragraph 2 of Article 19 is violated;
- Where the shares represented by a solicitor or proxy agent exceed the limit provided in Article 20 or Article 21, the portion in excess shall not be counted; or
- Where the solicitor's voting is inconsistent with the contents stated in the literature and advertisement or the contents of the proxy of the mandating party.
- Any other solicitation of proxies in violation of these Regulations
In case of any of the events referred to in the preceding paragraph, the public company may refuse to distribute the voting slips of each motion in the shareholders meeting concerned.
If any vote is not counted pursuant to paragraph 1 above, the public company shall conduct a re-count.
Proxies and documents and forms/statements and information in electronic media prepared in accordance with these Regulations shall be kept for at least one year. However, if a shareholder institutes a suit under Article 189 of the Company Act, they shall be kept until the conclusion of the litigation.
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Article 24
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These Regulations shall take force as of the date of issuance, except, Article 7-1 amended and issued on 15 December 2005 shall take force from 1 January 2006; Articles 5 and 6 amended and issued on 20 December 2006 shall take force from 1 January 2008; Article 13-1 amended and issued on 11 April 2013 shall take force from 1 July 2013; Articles 5 and 6 amended and issued on 16 August 2018 shall take force from 1 July 2019; subparagraph 2 of paragraph 1, and paragraph 8, of Article 7-1, Article 7-2, and Article 7-3 amended and issued on 17 August 2022 shall take force from 1 January 2023.
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