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Article 3
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A public company (hereinafter referred to as "company") may engage a third party to handle its shareholder services. 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 engaged to handle matters in connection with shareholders' meetings:
- have paid-in capital of not less than NT$200 million;
- 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;
- at least one-third of the directorships of the company are held by independent directors;
- personnel and the internal control system comply with the requirements of Articles 4 and 6.
In handling shareholder services, the company, or the institution engaged 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 stock is 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 the period in which the company under the preceding paragraph engages a shareholder services agent to handle its shareholder services, 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 shareholders holding more than 10 percent of the total 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.
A company applying for the first time for its stock to be listed on the stock exchange or to be traded on the OTC market shall, before the stock is so listed or traded, publicly announce and report the name and business location of the unit handling the company's shareholder services to the stock exchange and the OTC securities exchange for record and also notify the centralized securities depository enterprise.
For a stock that is listed on the stock exchange or traded on 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 the centralized securities depository enterprise. A shareholder services agent that is engaged to handle shareholder services for a company with a stock listed on the stock exchange or traded on the OTC market shall also be required to make the same public announcement and report when it changes its business location.
If a company is not listed on the stock exchange or traded on the OTC market and its stock certificates 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 stock certificates into custody or registering the stocks, the company shall notify the centralized securities depository enterprise of the name and 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 an institution 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 institution 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.
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