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Title	Taiwan Depository & Clearing Corporation Operation Directions for Cross-Border Voting Straight-Through Processing CH
Date	2017.07.03 ( Amended )

Article Content

Chapter I General Principles

Article 1	These Directions are adopted to ensure that issuers, custodians, and international voting institutions may conduct shareholder meeting cross-border voting straight-through processing (STP) through the Corporate Action Net (C.A.Net) ("the System") on the TDCC Issuance Operation Platform.
Article 2	The services provided by the System include operations for the transmission and processing of shareholder shareholding reconciliation data, proposals to be voted on at shareholder meetings, and voting instructions ("the Operations").
Article 3	Issuer, custodians, and international voting institutions using the System to transmit related data shall ensure the correctness of the content, to facilitate TDCC's subsequent processing of the Operations.
Article 4	A customer of a custodian may give voting instructions through a transmission system between an international voting institution and the TDCC, or through the customer's custodian. If a customer of a custodian gives voting instructions through the transmission system between an international voting institution and the TDCC, the international voting institution shall sign a contract with the TDCC to conduct the Operations. The custodian and the issuer shall apply to TDCC for use of the System by using a certificate recognized by TDCC to submit an Application for Operations on the Issuance Operation Platform, check the operations category "C.A.Net", and affix its seal/signature-of-record. The custodian shall further submit an Application for Cross-border Voting STP Operations affixed with its seal/signature-of-record. After the custodian has applied to TDCC for use of the System, TDCC will notify the issuer of the name of the custodian by e-mail.
Article 5	TDCC will compile the Operations schedule data 2 days after the beginning date of the book closure period for the regular meeting of shareholders or special meeting of shareholders, and the issuer and custodian shall execute an "STP Operations Schedule" transaction (transaction code D121) to query the data, and carry out the operations according to the operations schedule.

Chapter II Operations for the Transmission and Processing of Shareholder Shareholding Reconciliation Data

Article 6	Thirty-seven days before a regular meeting of shareholders or 22 days before a special meeting of shareholders, an issuer shall deliver shareholding reconciliation data for shareholders that are customers of custodians to TDCC in the file format and by the methods required by TDCC. An issuer who delivers the data in the preceding paragraph via the System shall execute a "Corporate Action Unit Uploading Shareholder Shareholding Reconciliation Data" transaction (transaction code D101) to upload the relevant data. After the issuer has delivered the data in paragraph 1, TDCC will notify the custodian by email.
Article 7	After receiving the notification in paragraph 3 of the preceding Article, the custodian shall execute a "Custodian Downloading Customer Shareholding Reconciliation Data" transaction (transaction code D104) to download the shareholding reconciliation data of its customers. The custodian shall review the accuracy of the data under the preceding paragraph. If there is any doubt, the custodian shall contact the issuer directly for clarification. If a customer changes custodian, the original custodian shall notify the new custodian of the shareholding reconciliation data of the customer.
Article 8	The custodian shall compile the reconciliation data in the file format required by TDCC and execute a "Custodian Uploading Customer Shareholding Reconciliation Data" transaction (transaction code D105) to upload the relevant data 9 days before the shareholder meeting. After receiving the data uploaded by the custodian under the preceding paragraph, TDCC will compare the data with the shareholder shareholding reconciliation data uploaded by the issuer. If the compared data does not match, TDCC will notify the custodian through the System.

Chapter III Operations for the Transmission and Processing of Proposals to Be Voted on at Shareholder Meetings

Article 9	The operation of translating into English the Chinese versions of proposals to be voted on at shareholder meetings of companies whose stock is held by customers of custodians will be allocated to custodians according to jointly determined allocation principles. On the second day after the beginning date of the book closure period for company shareholder meetings, TDCC will notify custodians (the "allocatee custodians") of the names of issuers that have been allocated to them. After receiving TDCC's notification, an allocatee custodian may execute a "Custodian Query of Allocation of English Translation of Proposals" transaction (transaction code D131) to query the data of the issuers allocated to it.
Article 10	Thirty-three days before a regular meeting of shareholders or 18 days before a special meeting of shareholders, the TDCC electronic voting platform, through the System, will notify the allocatee custodian of the Chinese version of proposals to be voted on at shareholder meetings delivered by companies that will use electronic voting through the System. In addition, TDCC will notify the allocatee custodian of the electronic version of proposals to be voted on at a shareholder meeting that are posted on the Market Observation Post System (MOPS) ("shareholder meeting e-documents") 29 days before a regular meeting of shareholders or 14 days before a special meeting of shareholders.
Article 11	An allocatee custodian shall prepare the English version of the proposals in the file format required by TDCC, and execute a "Custodian Uploading English Proposal" transaction (transaction code D132) to upload the data before 2 p.m. on the day after receiving notice from TDCC of e-documents for a regular meeting of shareholders or on the same day of receiving notice from TDCC of e-documents for a special meeting of shareholders (but if the day is a weekend or regular holiday, the deadline shall be postponed to the next business day). If a custodian must make a supplementation or correction after uploading data, it shall execute the transaction anew and upload the relevant data by 5 p.m. 24 days before a regular meeting of shareholders or 14 days before a special meeting of shareholders. TDCC will notify each custodian by e-mail on the day after receiving the data of the preceding paragraph uploaded by the allocatee custodian.
Article 12	After an allocatee custodian has transmitted the English version of a proposal, all custodians may execute a "Custodian Downloading English Proposal" transaction (transaction code D135) to download the data. A custodian that finds it has doubts about the content of an English version of a proposal under the preceding paragraph shall execute an "English Proposal Notice Board - New addition" transaction (transaction code D136) to notify TDCC of its suggested corrected content, and TDCC will immediately notify the allocatee custodian by email to handle the matter. After receiving the notification in the preceding paragraph, the allocatee custodian shall execute an "English Proposal Notice Board - Query" transaction (transaction code D137) to determine the reason. If the allocatee custodian must make a supplementation or correction, it shall execute the transaction anew and upload the relevant data within the time for supplementation or correction specified in paragraph 1 of the preceding Article. TDCC will notify all custodians by e-mail the day after receiving the supplemented or corrected data of the preceding paragraph uploaded by the allocatee custodian. All custodians may execute an "English Proposal Notice Board - Query" transaction (transaction code D137) to query the allocatee custodian's supplemented or corrected data.
Article 13	TDCC will transmit the English version of the proposal to the international voting institutions after 2 p.m. on the same day that the allocatee custodian uploads the English proposals. When an allocatee custodian supplements or corrects data under Article 11, paragraph 1, TDCC will transmit the corrected data to the international voting institutions after 5 p.m. on the same day the data is corrected.

Chapter IV Operations for the Transmission and Processing of Voting Instructions

Article 14	After an international voting institution has compiled the voting instructions of customers of custodians at the time agreed with TDCC, TDCC will conduct voting instruction reception operations through the System every day, and the voting deadline will be 2 a.m. on the third business days before the shareholder meeting. A custodian that uploads its customers' voting instructions through the System shall do so by executing a "Custodian Uploading Customer Voting Instructions" transaction (transaction code D151), and the voting deadline will be 12 noon on the third business day before the shareholder meeting. When there is any irregularity in the file format of voting instruction data of the preceding two paragraphs or the numbers of proposals do not match, TDCC will not process the voting instruction and will immediately notify the international voting institution and the relevant custodian. When there is any irregularity in voting instruction data as referred to in paragraph 1 and paragraph 2 such as the custodian's customer account number does not match or the voting deadline has passed, TDCC will not process the voting instruction and will immediately notify the custodian of the relevant data.
Article 15	After receiving the voting instructions of the preceding Article, TDCC shall, based on the principle of carrying out confirmation with the custodian, process the voting as follows: For a shareholder meeting that uses electronic voting, TDCC will transmit customers' voting instructions to the TDCC electronic voting platform. The System will compile the shareholder meeting electronic voting results for the custodian to query and download. For a shareholder meeting that does not use electronic voting, the System will compile relevant data including letters of appointment and itemized statements of shareholder voting instructions for the custodian to query and download.
Article 16	During the shareholder meeting period, the custodian shall execute a "Voting Instruction Processing Daily Changes Query" transaction (transaction code D154) to query and download the daily status of processing of its customers' voting instructions. In addition, at the voting deadline, the custodian shall execute a "Statement of Voting Instruction Processing Results" transaction (transaction code D155) and then after the shareholder meeting shall execute a "Statement of Data on Failed Handling and Irregularities of Voting Instructions" transaction (transaction code D156), to query, download, and retain the relevant data on file for record. When the custodian finds voting data irregularities that it is unable to adjust on its own, it shall notify TDCC before 4 p.m. on the third business day before the shareholder meeting, and work jointly with TDCC to determine the reason and take follow-up measures.
Article 17	The custodian shall use the TDCC shareholder meeting electronic voting platform to query or adjust the voting results of its customers that voted electronically. Voting instructions that are not adjusted before the end of the shareholder meeting electronic voting period shall be deemed to be executed. The custodian shall execute a "Custodian Downloading Letters of Appointment and Voting Data" transaction (transaction code D158) through the System to download relevant materials including letters of appointment and itemized statements of shareholders voting instructions and deliver them to the appointees, to process the voting of the custodian's customers that do not use electronic voting. If the custodian intends to adjust content of a letter of appointment, it shall correct the relevant materials including the letter of appointment and the itemized statement of shareholder voting instructions and then deliver them to the appointee. The issuer shall conduct the operations for the appointees' attendance at the shareholder meeting in accordance with the relevant materials including the letters of appointment and itemized statements of shareholder voting instructions delivered by the appointees.
Article 18	When malfunctions in the System or the Internet cause delay in the System's receipt of customer voting instruction data transmitted by an international voting institution, TDCC may extend the deadline for the relevant operations when necessary.

Chapter V Supplementary Provisions

Article 19	The transaction records of TDCC's conducting of operations relating to these Directions shall be kept for at least 1 year.
Article 20	TDCC may suspend the operations of the System when a circumstance occurs such as equipment malfunction, system malfunction, corruption of data, or force majeure, and then resume providing the operations of the System after repairs have been made or the force majeure has ceased. If a circumstance in the preceding paragraph occurs for reasons imputable to TDCC and causes damage to the custodian, the custodian may claim damages. However, the maximum amount of the damages shall be the System fee payed by the custodian in that instance.
Article 21	TDCC, issuers, custodians, and international voting institutions are required to be bound by confidentiality obligations under laws and regulations or contracts with respect to data that they know or hold because of execution of the Operations, and may not use the data for any purpose other than the purposes of the Operations nor disclose the data to any third party, except as provided by law or regulation or contract, or with the prior written consent of the parties.
Article 22	A custodian that uses the System must pay fees on time in accordance with TDCC's fee-charging standards.
Article 23	Any matters on which these Directions are silent shall be governed by the TDCC Cross-Border Voting Straight-Through Processing Operations Manual and other applicable regulations.