Fine Imposition on Person Responsible for Acts of Kinpo Electronics Inc.
2022-03-17
I. Date of sanction: March 17, 2022
II. Object of sanction: XX Hsu, the person responsible for the acts of Kinpo Electronics Inc.
III. Legal basis for the sanction: Subparagraph 8, paragraph 3 of Article 26, subparagraph 1, paragraph 6, Article 14, subparagraphs 6 and 9, paragraph 1, Article 178 and Article 179 of the Securities and Exchange Act, paragraph 1, Article 7 and paragraph 1, Article 16 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies, and Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.
IV. Facts of violation:
(I) On March 30, 2021, Kinpo Electronics Inc., passed the proposal on the transfer of treasury shares to employees through the resolution of the board meeting. The director XX Hsu is the object of the transfer of treasury shares and had his own interest in the proposal. However, XX Hsu did not explain his interest in the board meeting or avoid the discussion and voting; this is verified to be in violation of paragraph 1, Article 16 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. In addition, it was found that the transfer of treasury shares by Kinpo Electronics Inc. to the director XX Hsu was not assessed by the Remuneration Committee based on the rationality of the amount given according to the personal performance of XX Hsu, company performance and industry characteristics; this is also verified to be in violation of Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.
(II) In addition, it was found that the director XX Hsu of Kinpo Electronics Inc., also served as the chief strategist of Cal-Comp Electronics and Communications Co., Ltd., but after submitting the concurrent responsibility issue to the board meeting for discussion, Kinpo Electronics Inc., failed to explain the important contents of the concurrent responsibility to the shareholders' meeting and obtain an approval in accordance with Article 209 of the Company Act; this is verified to be in violation of paragraph 1, Article 7 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
V. Sanction imposed: A fine of NT$720,000 is imposed on the person responsible for the acts of the company for the violations above in accordance with subparagraph 6 and 9, paragraph 1, Article 178 and Article 179 of the Securities and Exchange Act.
Contact unit: Section Chief Chang, Corporate Finance Division, Securities and Futures Bureau
Tel: 02-2774-7147
For questions, please write to: FSCMAIL
II. Object of sanction: XX Hsu, the person responsible for the acts of Kinpo Electronics Inc.
III. Legal basis for the sanction: Subparagraph 8, paragraph 3 of Article 26, subparagraph 1, paragraph 6, Article 14, subparagraphs 6 and 9, paragraph 1, Article 178 and Article 179 of the Securities and Exchange Act, paragraph 1, Article 7 and paragraph 1, Article 16 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies, and Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.
IV. Facts of violation:
(I) On March 30, 2021, Kinpo Electronics Inc., passed the proposal on the transfer of treasury shares to employees through the resolution of the board meeting. The director XX Hsu is the object of the transfer of treasury shares and had his own interest in the proposal. However, XX Hsu did not explain his interest in the board meeting or avoid the discussion and voting; this is verified to be in violation of paragraph 1, Article 16 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. In addition, it was found that the transfer of treasury shares by Kinpo Electronics Inc. to the director XX Hsu was not assessed by the Remuneration Committee based on the rationality of the amount given according to the personal performance of XX Hsu, company performance and industry characteristics; this is also verified to be in violation of Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.
(II) In addition, it was found that the director XX Hsu of Kinpo Electronics Inc., also served as the chief strategist of Cal-Comp Electronics and Communications Co., Ltd., but after submitting the concurrent responsibility issue to the board meeting for discussion, Kinpo Electronics Inc., failed to explain the important contents of the concurrent responsibility to the shareholders' meeting and obtain an approval in accordance with Article 209 of the Company Act; this is verified to be in violation of paragraph 1, Article 7 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
V. Sanction imposed: A fine of NT$720,000 is imposed on the person responsible for the acts of the company for the violations above in accordance with subparagraph 6 and 9, paragraph 1, Article 178 and Article 179 of the Securities and Exchange Act.
Contact unit: Section Chief Chang, Corporate Finance Division, Securities and Futures Bureau
Tel: 02-2774-7147
For questions, please write to: FSCMAIL
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Update：
2022-03-23