Punishment of Administrative Fine Imposed on the Responsible Person of Corporate Conduct by Sino-American Electronics Co., Ltd.
2018-07-23
1.Date the punishment was imposed: 23 July 2018
2.Recipient of the punishment: Responsible person of corporate conduct by Sino-American Electronics Co., Ltd., Yang ○○
3.Legal basis of the punishment: Paragraph 6, Article 14-2 of the Securities and Exchange Act, Paragraph 3, Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
4.Facts of the violation and reason: The articles of incorporation of Sino-American Electronics Co., Ltd. specify that there shall be at least three independent directors. As of 30 March 2018, there was only one independent director, less than the required number in the articles. Although the Company had published the nomination process of independent director, the Board of Directors did not plan and propose the list of candidates of independent directors pursuant to Paragraph 3, Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Thus, the general meeting was not able to complete the electing of an independent director on 29 June 2018. It is deemed as a violation of Paragraph 6, Article 14-2 of the Securities and Exchange Act, “When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under the company''s articles of incorporation, a by-election for independent director shall be held at the next following shareholders meeting.”
5.The disciplinary action: A administrative fine of NT$240000 is imposed on the responsible person of the foregoing misconduct pursuant to Subparagraph 2, Paragraph 1, Article 178 and Article 179 of the Securities and Exchange Act.
Contact Office: Chen, Hsiang-yin, Section Chief, Securities and Futures Bureau Corporate Finance Division
Contact Tel.: 2774-7120
Please send your inquiry to:
2.Recipient of the punishment: Responsible person of corporate conduct by Sino-American Electronics Co., Ltd., Yang ○○
3.Legal basis of the punishment: Paragraph 6, Article 14-2 of the Securities and Exchange Act, Paragraph 3, Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
4.Facts of the violation and reason: The articles of incorporation of Sino-American Electronics Co., Ltd. specify that there shall be at least three independent directors. As of 30 March 2018, there was only one independent director, less than the required number in the articles. Although the Company had published the nomination process of independent director, the Board of Directors did not plan and propose the list of candidates of independent directors pursuant to Paragraph 3, Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Thus, the general meeting was not able to complete the electing of an independent director on 29 June 2018. It is deemed as a violation of Paragraph 6, Article 14-2 of the Securities and Exchange Act, “When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under the company''s articles of incorporation, a by-election for independent director shall be held at the next following shareholders meeting.”
5.The disciplinary action: A administrative fine of NT$240000 is imposed on the responsible person of the foregoing misconduct pursuant to Subparagraph 2, Paragraph 1, Article 178 and Article 179 of the Securities and Exchange Act.
Contact Office: Chen, Hsiang-yin, Section Chief, Securities and Futures Bureau Corporate Finance Division
Contact Tel.: 2774-7120
Please send your inquiry to:
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Update：
2018-07-26