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Article NO. Content

Title:

Regulations Governing the Administration of Shareholder Services of Public Companies  CH

Amended Date: 2021.03.02 (Articles 3, 3-2, 3-3, 3-5, 6, 14, 15, 18, 20, 30, 33, 40, 44-5, 49-2, 50 amended,English version coming soon)
Current English version amended on 2015.12.21 
Article 3     Shareholder services of a public company (hereinafter referred to as "company") may be entrusted to a third party. Such parties shall be limited to integrated securities firms and to those banks and trust enterprises that are permitted by law to handle shareholder services for others.
    To assist companies to successfully convene shareholders' meetings, companies limited by shares meeting the following conditions also may be entrusted to handle matters in connection with shareholders' meetings:
  1. have paid-in capital of not less than NT$200 million;
  2. shareholders operating securities firm business under the Act hold an aggregate of more than 50 percent of the total number of the issued shares of the company, and any individual securities firm holds no more than 10 percent of the total number of the issued shares of the company;
  3. at least one-third of the directorships of the company are held by independent directors;
  4. personnel and the internal control system comply with the requirements of Articles 4 and 6.
    In handling shareholder services, the company, or the institution entrusted by the company to handle such shareholder services (hereinafter referred to as a "shareholder services agent"), shall pay attention to upholding the rights and interests of the shareholders and the security of securities transactions.
    If a company whose shares are listed on the stock exchange or traded on the OTC market handles its own shareholder services, its personnel, facilities, and internal control system shall comply with the requirements of these Regulations.
    During a period in which a listed or OTC-traded company entrusts its shareholder services under the preceding paragraph to a shareholder services agent, it may not revert to handling those services in-house, with the exception of notifications for and issuance of cash dividends and capital increase shares for employees, directors, supervisors, and any shareholder holding more than 10 percent of the total issued shares of the company. When carrying out the above operations, the provisions of Articles 4 and 5 do not apply with respect to the employees carrying out the operations and the facilities used.
    Companies applying for the first time for stocks to be listed on the stock exchange or to be traded in the OTC market shall, before the stocks are listed or traded, publicly announce and report the name and place of the institution handling company shareholder services to the stock exchange and the OTC securities exchange for record and also notify the centralized securities depository enterprise.
    For stocks that are listed on the stock exchange or traded in the OTC market, when the unit handling the company's shareholder services changes its business location, it shall publicly announce and report the fact to the stock exchange and the OTC securities exchange within three days from the decision, and shall also notify this Commission and the centralized securities depository enterprise. A shareholder services agent that is engaged to handle shareholder services for a company with stocks listed on the stock exchange or traded on the OTC market shall be required to make the same public announcement and reports when it enters into or terminates an agreement entrusting it with the handling of shareholder services or when it changes its business location.
    If a company is not listed on the stock exchange or traded in the OTC market and its stocks are in the custody of a centralized securities depository enterprise, or it has not printed stock certificates and its stocks are registered with a centralized securities depository enterprise, then prior to delivering the stocks into custody or registering the stocks, the company shall notify the centralized securities depository enterprise of the name and the business location of the unit handling its shareholder services; when the company changes the agent handling its shareholder services or there is a change in the business location of the unit handling its shareholder services, it shall notify the centralized securities depository enterprise within three days after the decision.
    This Commission or the institutions designated by this Commission may examine the shareholder services and internal control systems of any organizations handling shareholder services.
    Should any dispute occur over law or regulation or any other uncertainty arise with respect to the handling of shareholder services business, the above-stated designated institutions may call together concerned bodies to deliberate and prepare an opinion on the handling of such matters, and submit it via letter to this Commission.