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Title	Taiwan Depository & Clearing Corporation Operation Directions for the eVoting Platform CH
Date	2024.09.24 ( Amended )

Article Content

Chapter I General Principles

Article 1	The electronic voting (eVoting) platform (hereinafter, "the platform") is established and these Directions adopted by TDCC to enable issuers, when convening meetings, to provide persons with voting rights with the means to exercise voting rights electronically via the Internet (hereinafter, "electronic voting"), or provide fund sub-distributors with means via the Internet to compile the opinions of fund investors with respect to matters to be voted on at beneficiary meetings (hereinafter, "compile fund investor opinions").
Article 2	The platform is Internet-based and enables users, including general persons with voting rights, custodians, securities investment trust enterprises (SITEs), trust enterprises, offshore overseas Chinese or foreign investors who do not engage a custodian as their voting proxy under Article 12 (hereinafter, "overseas Chinese or foreign investor who does not engage a voting proxy"), issuers, fund sub-distributors, and investors in funds the sub-distributors sell (hereinafter, "fund investors"), to log in to the platform by an identity verification method set out in Article 4 or 10 and make use of the platform services.
Article 3	An issuer that handles electronic voting matters through the platform must enter into a contract with TDCC, submit a basic information form, affixing its seal/signature-of-record, and designate the electronic certificate to be used on the platform. For each meeting thereafter for which the use of electronic voting is intended, the issuer and others who have the right to convene a meeting according to law (hereinafter, "others entitled to convene meetings") shall submit an application in accordance with Article 7. The services agent authorized to handle electronic voting matters shall submit an application to TDCC, affixing its seal/signature-of-record, and designate the electronic certificate to be used on the platform.
Article 4	When a user who uses the platform logs in using an electronic certificate for identity verification, the user shall log in using any of the following types of electronic certificate that have been publicly announced through the platform as valid: Securities Online Trading Certificate. Online Banking Certificate. Common Certificate for Securities and Futures. Citizen Digital Certificate. Ministry of Economic Affairs Certification Authority (MOEACA) Certificate. Other electronic certificates publicly announced by the platform. A general person with voting rights who uses the platform may alternatively log in through a smart mobile device by the following methods: Use the TDCC ePASSBOOK as the identity verification method to log in. Use Taiwan Fast Identity Online (TW FidO) or another Fast Identity Online (FidO) announced on this platform. If 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: Submit an application form, specifying their email address and signing or affixing their seal/signature-of-record, to the issuer or its services agent more than 5 days before the meeting. To cancel an application, the same procedure applies. The issuer or its services agent shall retain such application forms permanently. After the issuer or its services agent verifies that an application is correct, they enter the relevant information into the platform. The identity authentication code will continue to be valid until it is canceled.
Article 5	A person with voting rights who votes electronically will be deemed to have attended the meeting in person, but will be deemed to abstain from voting with respect to any extraordinary motions and amendments to original proposals raised at that meeting.
Article 6	When a person with voting rights votes electronically, the delivery of the person with voting rights' expression of intent to the platform within the voting period specified in the issuer's notice of the meeting will be deemed the same as delivery to the issuer. If a person with voting rights has already voted electronically through the platform but intends to attend the meeting in person, they shall withdraw their original electronic vote on the platform more than 2 days before the meeting date. If the vote is withdrawn after that time, the voting right exercised electronically will prevail.

Chapter II Application for Use of the Platform

Article 7	When an issuer applies to TDCC for use of the platform, the issuer or its services agent must, more than 7 days before the date on which voting for the meeting will begin, use the electronic certificate it designated for use on the platform to input data into the platform including the date of the meeting, the period for electronic voting, and descriptions of the proposals to be voted on. When others entitled to convene meetings apply to TDCC for use of the platform, the applicant must, more than 10 days before the date on which voting for the meeting will begin, submit an application, affixing the same signature/seal they used on their contract with the authorized services agent, and authorize the services agent to, more than 7 days before the day on which voting for the meeting will begin, use the electronic certificate it designated for use on the platform to input data into the platform including the date of the meeting, the period for electronic voting, and descriptions of the proposals to be voted on. If there is a need to change data input by the issuer or others entitled to convene meetings under the preceding 2 paragraphs, notice must first be given, before making the change, to TDCC more than 4 days before the date on which voting for the meeting will begin.
Article 8	The issuer and others entitled to convene meetings must deliver the data of persons with voting rights to TDCC, using the file format and method specified by TDCC, more than 7 days before the date voting for the meeting will begin. The issuer and others entitled to convene meetings shall notify TDCC of any person with voting rights that holds shares for other persons and asserts the right to exercise split voting. The issuer and others entitled to convene meetings shall notify TDCC of the relevant information of any person with voting rights who has applied for an identity authentication code. TDCC will send the initial password for the meeting.
Article 9	When an issuer has a need to extend the voting period for persons with voting rights who vote electronically, the issuer shall publicly announce the extension on the Market Observation Post System (MOPS), and shall apply to TDCC more than 3 days before the meeting (if the third day before the meeting is a holiday, the application shall be made by the business day preceding the holiday) by submitting an official letter with the announced information attached. The time by which voting is extended shall be no more than 1 day.
Article 10	An institution such as a custodian, SITE, or trust enterprise that intends to perform electronic voting through the platform as proxy for a person with voting rights must submit an application to TDCC, affixing its seal/signature-of-record, and designate the electronic certificate to be used on the platform.

Chapter III Voting Operations

Article 11

A general person with voting rights, or an overseas Chinese or foreign investor who does not engage a voting proxy, when voting electronically through the platform, may log in to the platform using the identity verification method listed in Article 4. After the platform has verified the identity of the person with voting rights, they may vote electronically through the platform on meeting proposals or elections. The same procedure must be used for any alteration or withdrawal of a vote.
If a general person with voting rights uses the platform to alter an expression of intent made through electronic voting, such an alteration will be deemed a withdrawal of the previous expression of intent, and the altered expression of intent will prevail.

Article 12

An institution such as a custodian, SITE, or trust enterprise that undertakes electronic voting through the platform as proxy for a person with voting rights must log in to the platform using the electronic certificate designated pursuant to Article 10. Following verification of its identity by the platform, the institution may complete voting operations online by means of an item-by-item or batch transfer of files.

Chapter IV Inquiries

Article 13	An issuer may use the platform to retrieve and download statements of each day's electronic voting and statistical summaries during the electronic voting period.
Article 14	A general person with voting rights, or an overseas Chinese or foreign investor who does not engage a voting proxy, may use the platform to review a record of their exercise of voting rights within the period from the date voting for the meeting will begin until 30 days after the meeting date.
Article 15	An institution such as a custodian, SITE, or trust enterprise may use the platform to retrieve detailed summaries of its electronic voting within the period from the date voting for the meeting will begin until 1 year after the meeting date, and may download records of its electronic voting during the period within 1 year after the meeting.

Chapter IV-1 Operations for Compiling Fund Investor Opinions

Article 15-1	A fund sub-distributor applying to use the platform to compile fund investor opinions must complete a Fund Sub-Distributor Basic Information and Use Application Form, submit it to TDCC with a photocopy of the first page of its Ministry of Economic Affairs Amendment Registration Form and its seal/signature specimen card, and designate to TDCC the electronic certificate to be used on the platform.
Article 15-2	A fund sub-distributor applying to TDCC to use the platform must, more than 4 days before the date on which voting for the beneficiary meeting will begin, use the electronic certificate it designated for use on the platform to input data into the platform including the meeting date, the period for electronic voting, and descriptions of the proposals to be voted on, and after having done so must deliver the fund investor data to TDCC using the file format and method specified by TDCC. The data, including the meeting date and description of the proposals, input by the fund sub-distributor under the preceding paragraph shall be identical to the data input by the issuer or convener for the current beneficiary meeting. If the fund issuer or other convener has not applied to TDCC for use of the platform under Article 7, the fund sub-distributor may not apply for the services under paragraph 1.
Article 15-3	To use the platform to express opinions with respect to beneficiary meeting voting matters, a fund investor may log in to the platform using an identity verification method listed in Article 4, paragraph 1 or 2. After the platform has verified the identity of the investor, the investor shall use the platform to express opinions with respect to meeting proposals more than 6 days prior to the beneficiary meeting. The same procedure must be used for any alteration or withdrawal of such opinions. If a fund investor uses the platform to alter an opinion already expressed under the preceding paragraph, such alteration will be deemed a withdrawal of the previously expressed opinion, and the altered opinion will prevail. If the fund sub-distributor has not applied to TDCC for use of the platform under the preceding article, fund investors may not use the services under this Chapter.
Article 15-4	A fund investor may, within the period from the date voting for the beneficiary meeting begins until 30 days after the meeting date, use the platform to review the status of the opinions they have expressed.
Article 15-5	The provisions of Article 13 shall apply mutatis mutandis when the fund sub-distributor uses the platform to compile fund investor opinions.

Chapter V Supplementary Provisions

Article 16	When there is a change of custodian by an offshore overseas Chinese or foreign investor, the newly appointed custodian may not enter any new data until the original custodian has deleted its proxy voting data from the platform. The custodians also must each notify the issuer of the change. When other persons entitled to convene meetings convene a meeting, the custodians additionally must notify the convener who has called the meeting.
Article 17	Data input into the platform by an issuer or others entitled to convene meetings, data delivered with respect to people with voting rights (including data on exercise of split voting and relevant data of persons with voting rights who apply for an identity authentication code), and voting records of the platform's users, shall be retained for at least 1 year. However, for a meeting with respect to which a person with voting rights has duly initiated litigation, the records shall be retained until the conclusion of the litigation. If data of persons with voting rights under the preceding paragraph is delivered in the form of media, after receiving the CD, TDCC will upload the information of the persons with voting rights to the TDCC database immediately and then return it. The provisions of the preceding two paragraphs apply mutatis mutandis when a fund sub-distributor uses the platform to compile fund investor opinions.
Article 18	For each use of the platform, an issuer and others entitled to convene meetings must make timely payment of fees in accordance with TDCC fee standards in effect at the time of application.
Article 19	All matters on which these Directions are silent shall be governed by the electronic voting manual and other applicable rules of TDCC.