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Title Taiwan Depository & Clearing Corporation Operation Directions for the eMeeting Platform CH
Date 2022.03.25 ( Announced )

Article Content

Chapter I General Principles
Article 1     The eMeeting platform (hereinafter, "the platform") is established and these Directions adopted by TDCC to enable issuers, when convening meetings with video conferencing, to provide shareholders, proxy solicitors, and proxy agents with the means to attend the meetings via the Internet.
Article 2     The platform is Internet-based and enables users, including issuers and their shareholder services agents, shareholders, proxy solicitors, and proxy agents, to log in to the platform by an identity verification method set out in Article 4 and make use of the functions for shareholder meetings with video conferencing.
Chapter II Application for the Service and Verification of Identity
Article 3     An issuer that handles matters for shareholder meetings with video conferencing through the platform shall first enter into a mandate contract with TDCC for electronic voting ("eVoting") affairs. The issuer shall then sign a video conferencing services agreement with TDCC, affix thereto its seal/signature-of-record for eVoting matters, and log into the platform using the same electronic certificate that it designated for use on the eVoting platform.
    The provisions of the preceding paragraph apply mutatis mutandis when any other person who has the legal right to convene a meeting (hereinafter, "other convener") uses the platform to handle matters for a shareholder meeting with video conferencing. However, the agreement signed between such other convener and TDCC and the electronic certificate they designate for use will be valid only for the current shareholder meeting.
    For each meeting at which the issuer or other convener intents to use the platform, they shall apply to TDCC in accordance with Article 6.
Article 4     When a user who uses the platform will log in with an electronic certificate for identity verification, the user shall log in with any of the following types of electronic certificate that have been publicly announced through the platform as valid:
  1. Securities Online Trading Certificate.
  2. Online Banking Certificate.
  3. Common Certificate for Securities and Futures.
  4. Citizen Digital Certificate.
  5. Ministry of Economic Affairs Certification Authority (MOEACA) Certificate.
  6. Other electronic certificates publicly announced by the platform.
    A shareholder, proxy solicitor, or proxy agent who uses the platform may, as an additional alternative to as provided in the preceding paragraph, log in through a smart mobile device by the following methods:
  1. Use the TDCC ePASSBOOK as the identity verification method to log in.
  2. Use Taiwan Fast Identity Online (TW FidO) or another Fast Identity Online (FidO) announced on this platform.
    If a shareholder who is an overseas Chinese or foreign investor who does not engage a voting proxy is unable to log in to the platform by a method set out in the preceding two paragraphs, they may obtain an identity authentication code for the platform and use it to log in according to the following procedures:
  1. Submit an application for a shareholder identity authentication code (CN code), specifying their email address and signing or affixing their seal/signature-of-record, to the issuer or its shareholder services agent at any time more than 5 days before the shareholder meeting. To cancel an application, the same procedure applies. The issuer or its services agent shall retain such application forms permanently.
  2. After the issuer or its services agent verifies that an application form under the preceding subparagraph is correct, the relevant information will be entered into the platform. The identity authentication code will continue to be valid until it is canceled.
    After an issuer, other convener, or their shareholder services agent, logs in with their certificate designated for use on the platform, TDCC will produce a conference room number and video conference access code for the current shareholder meeting, for use by their designated personnel in logging into the platform.
Chapter III Video Conference Operations
Article 5     The first time a shareholder uses the platform, they shall carry out registration. After logging into the platform and saving their email address, and receiving and clicking on the verification message, the registration process is completed.
    A shareholder who intends to attend a shareholder meeting by video conferencing shall carry out registration on the platform during the period from the date electronic voting begins for the current shareholder meeting until any time more than 2 days before the shareholder meeting.
    A proxy solicitor or proxy agent who intends to attend a meeting by video conferencing shall fill out a Letter of Intent by Proxy Solicitor or Proxy Agent to Virtually Attend Shareholder Meeting (hereinafter, "Letter of Intent to Attend Virtually"), and deliver it to the company or its shareholder services agent to carry out registration on the platform during the period from the date electronic voting begins for the current shareholder meeting until 4 p.m. on the third day before the shareholder meeting.
    Anyone who fails to complete registration within the relevant deadline under the preceding two paragraphs, in the case of a hybrid shareholder meeting, may attend the meeting only physically; in the case of a virtual-only shareholder meeting, they may not attend the meeting.
    If anyone who has registered under paragraph 1 or 2 to take part in the meeting by video conferencing intends to attend the physical shareholder meeting in person, they shall, more than 2 days before the shareholder meeting, by the same means they used to register, withdraw the registration. In the absence of a timely withdrawal, they may attend the shareholder meeting only by means of video conferencing.
Article 6     If an issuer intends to convene a shareholder meeting by means of video conferencing, it shall, within the period specified by TDCC, register on the specified information reporting website.
    TDCC will publicly announce the limit on the number of issuers who may register per day. It will do the same for any adjustment to that limit.
Article 7     When an issuer applies to TDCC for use of the platform, the issuer or its shareholder services agent must, more than 7 days before the date on which electronic voting for the current shareholder meeting will begin, use the electronic certificate it designated for use on the platform to input relevant data into the platform including the meeting time and meeting method.
    When any other convener applies to TDCC for use of the platform, the applicant must, more than 10 days before the date on which electronic voting for the current shareholder meeting will begin, submit an eVoting platform application, affixing the same signature/seal they used on their contract with the authorized shareholder services agent, and authorize the shareholder services agent to, more than 7 days before the day on which electronic voting for the shareholder meeting will begin, use the electronic certificate they designated for use on the platform to input relevant data into the platform including the meeting time and meeting method.
    If there is a need to change any data input by the issuer or other convener or the shareholder services agent thereof under the preceding two paragraphs, TDCC must be notified to make the change more than 4 days before the date on which electronic voting for the shareholder meeting will begin.
Article 8     When TDCC reviews the eligibility of issuers or other conveners who have applied to use the platform, if it finds that an applicant fails to meet any condition set out in Article 44-11 of the Regulations Governing the Administration of Shareholder Services of Public Companies (hereinafter, the "Shareholder Services Regulations"), or the date for holding of the meeting has already reached the upper limit publicly announced by TDCC on the provision of service use on any single day, TDCC will notify the issuer in writing to change the meeting date or meeting method.
Article 9     If any proxies have been solicited or any shareholders have engaged proxy agents for a meeting, the issuer or other convener shall, by 8 p.m. on the third day before the meeting, deliver to TDCC, using the format and method prescribed by TDCC, the information on proxy solicitors and proxy agents who have completed Letter of Intent to Attend Virtually and information on shareholders who have delivered proxies and shareholders who vote in writing.
Article 10     When an issuer or other convener holds a shareholder meeting with video conferencing, they shall upload or disclose relevant information as provided below:
  1. Upload the meeting agenda handbook, annual report, and relevant meeting materials to the platform by 30 minutes before the meeting begins.
  2. Before the meeting begins, duly compile a statistical statement of the number of shares obtained by proxy solicitors through solicitation, the number of shares represented by proxy agents, and the number of shares represented by shareholders exercising voting rights in writing or electronically and disclose the statement on the platform.
  3. When the chair calls the meeting to order, disclose on the platform the number of shares represented by attendance at the meeting.
  4. After the procedures for the tallying of votes have been completed for each proposal and election, upload to the platform the results of the voting and the list of names of those elected and list of names of those not elected as directors and supervisors (including the numbers of votes cast on the proposals and in the elections).
Article 11     When, with respect to a shareholder meeting with video conferencing to be convened by an issuer or other convener, there occurs any postponement or reconvening of the meeting as set out in Article 44-20, paragraph 1 of the Shareholder Services Regulations, they shall, on the day of the shareholder meeting, notify TDCC in writing, affixing their seal/signature-of-record, and specify the dates and times of postponement or reconvening of the meeting.
Article 12     A shareholder, proxy solicitor, or proxy agent who has registered to attend the shareholder meeting by video conferencing in accordance with Article 5 may, from 30 minutes before the meeting begins until the close of the meeting, use an identity verification method set out in Article 4 to log in. Once the platform verifies their identity and they complete sign-in on the platform, they are deemed to have attended the meeting in person.
    One who has completed sign-in in accordance with the preceding paragraph may, on the platform, watch the direct broadcast of the shareholder meeting, raise questions, vote, and submit extraordinary motions or propose amendments to the contents of the original proposals. However, one who has exercised voting rights in writing or by electronic means, has not withdrawn their declaration of intention, and then takes part in the shareholder meeting by videoconferencing may not, with the exception of extraordinary motions, further exercise any voting rights on the original proposals or propose amendments to the original proposals or exercise voting rights on amendments to the original proposals.
Article 13     When a shareholder, proxy solicitor, or proxy agent, before the chair announces the close of voting, casts a vote on any proposal or a vote on any election through the video conferencing platform, their declaration of intention is deemed served on the company. If they make no declaration of intention, they are deemed to have waived their voting right.
    When a shareholder, proxy solicitor, or proxy agent, before the chair announces the close of voting, amends through the video conferencing platform their declaration of intention with respect to a vote they have already cast, they are deemed to have withdrawn the previous declaration of intention, and the amended declaration of intention shall prevail.
Chapter IV Query Operations
Article 14     An issuer or other convener may query relevant information on the platform at the times provided below:
  1. They may query the detailed information of the shareholders who have registered to participate in the shareholder meeting by video conferencing on a daily basis from the date of commencement of registration under Article 5.
  2. Within 180 days from the date the shareholder meeting is held, they may query shareholder sign-in, questions raised, statistical data, and the details and records of various operations and document uploads.
  3. Within 180 days from the closure of the platform voting function, they may query the information on votes on the proposals.
Article 15     A shareholder, proxy solicitor, or proxy agent may, within 90 days from the date the shareholder meeting is held, query the status of execution of their votes on the platform.
Chapter V Supplementary Provisions
Article 16     When an issuer or other convener holds a shareholder meeting with video conferencing, they shall retain records of information on matters including shareholder registration, registration for participation in video conferencing, sign-in, raising of questions, voting, and the results of the votes counted by the company, and continuously audio and video record, without interruption, the proceedings of the video conference from beginning to end.
    The information, audio recordings, and video recordings under the preceding paragraph shall be handled as provided below:
  1. If the shareholder meeting with video conferencing is convened by the issuer, the issuer shall preserve the information and recordings for the periods specified in the Shareholder Services Regulations.
  2. If the shareholder meeting with video conferencing is convened by any other convener, the other convener or their authorized shareholder services agent shall deliver the information and recordings to the issuer within 7 days after the shareholder meeting, and the issuer shall preserve them for the periods specified in the Shareholder Services Regulations.
  3. The issuer, other convener, or their shareholder services agent shall, within 7 days after the shareholder meeting, provide the files of the audio and video recordings to TDCC by the means specified by TDCC.
Article 17     TDCC shall retain for at least 3 years all information input to the platform by issuers or other conveners, information of proxy solicitors and proxy agents who have delivered a completed Letter of Intent to Attend Virtually, information of shareholders who have delivered proxies and shareholders who vote in writing, and various other information including the information on operations performed by users, questions raised, and voting records. However, if a shareholder has duly initiated litigation with respect to a shareholder meeting and TDCC has been notified thereof, TDCC shall retain the information until the conclusion of the litigation.
    TDCC will retain the audio and video files provided to TDCC by an issuer or other convener under paragraph 2 of the preceding article for at least 1 year. However, if a shareholder has duly initiated litigation with respect to a shareholder meeting and TDCC has been notified thereof, TDCC shall retain the information until the conclusion of the litigation.
Article 18     Each time that an issuer or other convener uses the platform to convene a shareholder meeting with video conferencing, they shall make timely payment of fees in accordance with the fee standards set by TDCC.
Article 19     All matters on which these Directions are silent shall be governed in accordance with TDCC's Q&A on shareholder meetings with video conferencing and other applicable rules.
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