25 August 2021
The Department of Commerce of the Ministry of Economic Affairs ("Department of Commerce") recently announced that the Central Epidemic Command Center announced on May 19, 110 that the whole country is a third-level alert area and must stop gatherings of more than 5 people indoors and more than 10 people outdoors. If the company's shareholders meeting does not meet the restrictions of the above opening (including the total number of shareholders present, the chairman, and meeting personnel must meet the restrictions), the meeting shall not be held in principle. In addition, the following guidelines are provided for the postponement measures of shareholders' meetings:
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Procedures for postponing the shareholders meeting |
The meeting of shareholders may be postponed by a resolution of the chairman or the board of directors. If the meeting of shareholders is held before August 31, 110, the company may also postpone the meeting without application. |
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If there are still difficulties in convening the shareholders' meeting before August 31, 110, the company may, in accordance with Article 170, paragraph 2 of the Company Law, report to the competent authority to approve the extension until December 31, 110. |
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Notice of postponing the shareholders meeting |
Postponement information can be posted on the company's website or the "Company Announcement Information Station in accordance with the Company Law" (https://ipcsa.nat.gov.tw/pap/) of the Department of Commerce. |
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Handling method and other matters needing attention |
Decision of actual meeting date and place:
The actual date and place of the meeting shall be approved by the board of directors, and the shareholders shall be notified 10 days before the meeting date of the shareholders meeting, and shall be posted on the company website or the "Company Law Announcement Information Station" (https://ipcsa.nat.gov) of the Department of Commerce. .tw/pap/) and other methods to post the convening message. |
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Relevant tasks such as the period of cessation of ownership transfer, shareholder proposals, director nomination procedures, power of attorney and meeting notice for the actual shareholders meeting:
If the shareholders’ meeting is postponed to before August 31, 110, the company’s “previously implemented operating procedures” and calculation of the period will be based on the original date of the shareholders’ meeting, without the need to re-work. |
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Beginning of the term of office of newly appointed directors and supervisors:
The term of office of newly appointed directors and supervisors and the term of office recorded in the minutes of the shareholders meeting shall be calculated from the actual date of re-election. |
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Part of the record date of the minutes of the shareholders meeting or the amendments to the articles of association:
The actual date of the shareholders meeting shall prevail. |
As the Department of Commerce will adjust relevant measures and guidelines on a rolling basis with the development of the epidemic, for further information, please refer to the relevant Q&A and announcements of the Department of Commerce. Website: https://gcis.nat.gov.tw/mainNew/subclassNAction.do?method=getFile&pk=1118
In addition, for information about public offering companies holding shareholder meetings, please refer to the introduction of this Exchange's "Notes for Shareholders Meetings under the Epidemic 1-Public Offering Companies".
For further information, please contact:
Jiang Xiaoxuan, Lee Tsai & Partners
lawtec@leetsai.com
