Public companies shall suspend the convening of shareholders’ meetings during 24 May to 30 June 2021 for pandemic prevention
2021-05-20
The Financial Supervisory Commission (“FSC”) stated that it has directed the Taiwan Depository & Clearing Corporation (“TDCC”) to investigate the readiness of the Taiwan Stock Exchange (“TWSE”) listed, Taipei Exchange (“TPEx”) listed, and emerging stock companies regarding pandemic prevention measures since the Central Epidemic Command Center (“CECC”) has raised the epidemic warning to Level 2 on 11 May. On 15 May, the CECC further raised the epidemic warning level of Taipei City and New Taipei City to Level 3. The FSC also requires companies convening stockholders’ meetings to strengthen relevant precautionary measures (ex: contact-information registration, alternate venue and enhance cleaning and sanitizing.) The epidemic prevention restrictions are also tightened simultaneously as the CECC raised the epidemic warning on 19 May to Level 3 nationwide. May and June is the peak period for shareholders’ meetings. According to TDCC’s statistics, there are 1,931 TWSE listed, TPEx listed, and emerging stock companies which are scheduled to convene their shareholders’ meetings from 24 May to 30 June.
The FSC announced that considering the cluster risk of in-person shareholders’ meetings, all public companies (including TWSE listed, TPEx listed, emerging stock companies and foreign companies listed in Taiwan) shall suspend the convening of shareholders’ meetings from 24 May to 30 June 2021. The above decision is according to Article 7 of the “Special Act for Prevention, Relief and Revitalization Measures for Severe Pneumonia with Novel Pathogens” and Article 37 Paragraph 1 Subparagraph 6 and Paragraph 3 of the “ Communicable Disease Control Act,” and is approved by the CECC. The suspension is the effort of inter-ministerial discussions and has referred to suggestions from the Finance Committee legislators under the Legislative Yuan.
Today (May 20), the FSC published “Measures for Public Companies to Postpone Shareholders’ Meetings for Pandemic Prevention” as follows.
I. Suspension of shareholders’ meetings: Public companies shall suspend the convening of a shareholders’ meetings during 24 May to 30 June 2021.
II. Regulations governing that TWSE listed, TPEx listed, and emerging stock companies shall convene shareholders’ meetings before the end of June and related penalties may cease to apply: The FSC may cease to apply the Securities and Exchange Act Article 36 paragraph 7, Article 165-1 Paragraph 1 shall apply mutatis mutandis to the provisions of Article 36 Paragraph 7 and Article 178 Paragraph 1 Subparagraph 2.
III. The actual date and location of the shareholders’ meetings after July shall be decided through the passage of a resolution by the board of directors: Public companies shall postpone their shareholders’ meetings to dates between July 1 and August 31. The actual date and location of the shareholders’ meetings shall be decided through the passage of a resolution by the board of directors.
IV. Methods of publicly announcing again and sending notice:A notice to convene the shareholders’ meeting shall be given to each shareholder registered as of the book closure date for the original shareholders’ meeting by postcard or letter no later than 15 days prior to the scheduled meeting date, as well as publicly announced on the Market Observation Post System.
V. Preparatory work for shareholders’ meeting shall be carried on as scheduled until the preceding day of the originally scheduled shareholders’ meeting. Only the date on which the shareholders’ meeting is actually convened shall be postponed to the dates between July and August. Important preparatory work shall be as follows:
i. The book closure period shall comply with the original schedule for shareholders’ meeting and shall not be extended.
ii. The procedures for submissions of shareholder proposals and shareholder nominations of directors and supervisors shall be completed as originally scheduled.
iii. A solicitor and a proxy agent of non-solicited proxies shall compile an itemized statement of the solicited proxies and deliver the same to the company or its shareholder services agent five days before the originally scheduled date of the shareholders’ meeting.
iv. Where voting rights at a company shareholders' meeting are exercised under proxies or in writing or by means of electronic transmission, the company shall carry out the tallying and verification as originally scheduled.
v. The company or its shareholder services agency shall, at least one day before the original shareholders' meeting, announce on the e-voting platform the aggregated information on the number of shares of shareholders who will cast votes remotely.
VI. The announcement, which is supposed to be published on the original shareholders’ meeting date, should be published on the actual convening date: The public company or its shareholder services agent shall compile a statistical statement with these three thing: 1. the number of shares held by shareholders attending the shareholders' meeting in writing or by means of electronic transmission; 2. the number of shares obtained by the solicitor through solicitation; and 3. the number of shares represented by the proxy agent of non-solicited proxies. The statistical statement shall be clearly disclosed at the place where the actual shareholders' meeting is held.
VII. Matters conducted by Securities related companies：
i. The TWSE and TPEx shall transfer the FSC announcement to all public companies on May 20, 2021 and guide companies to postpone shareholders’ meetings per the announcement.
ii. The TWSE, TPEx and TDCC will release the press release on May 20, 2021. The Q&A covering issues highly concerned by the market will also soon be publicly announced on their official websites.
iii. The TDCC will set up a shareholders’ meeting consultation work force to provide consultation services for public companies and shareholder services agent.
All companies, investors and market participants have cooperated last year to successfully convene shareholders’ meeting. Though the surge of the pandemic coincides with the peak period of shareholders’ meeting, the FSC appeals to all market participants for collaboration and abiding by measures listed in the announcement. For further pandemic prevention information, please visit the “COVID-19 Prevention” on the FSC official website
Point of Contact: Mr.Chen, Section Chief, Securities Trading Division, Securities and Futures Bureau
Tel: 02-2774-7310
For any further information, please leave your message through the following link: FSCMAIL
The FSC announced that considering the cluster risk of in-person shareholders’ meetings, all public companies (including TWSE listed, TPEx listed, emerging stock companies and foreign companies listed in Taiwan) shall suspend the convening of shareholders’ meetings from 24 May to 30 June 2021. The above decision is according to Article 7 of the “Special Act for Prevention, Relief and Revitalization Measures for Severe Pneumonia with Novel Pathogens” and Article 37 Paragraph 1 Subparagraph 6 and Paragraph 3 of the “ Communicable Disease Control Act,” and is approved by the CECC. The suspension is the effort of inter-ministerial discussions and has referred to suggestions from the Finance Committee legislators under the Legislative Yuan.
Today (May 20), the FSC published “Measures for Public Companies to Postpone Shareholders’ Meetings for Pandemic Prevention” as follows.
I. Suspension of shareholders’ meetings: Public companies shall suspend the convening of a shareholders’ meetings during 24 May to 30 June 2021.
II. Regulations governing that TWSE listed, TPEx listed, and emerging stock companies shall convene shareholders’ meetings before the end of June and related penalties may cease to apply: The FSC may cease to apply the Securities and Exchange Act Article 36 paragraph 7, Article 165-1 Paragraph 1 shall apply mutatis mutandis to the provisions of Article 36 Paragraph 7 and Article 178 Paragraph 1 Subparagraph 2.
III. The actual date and location of the shareholders’ meetings after July shall be decided through the passage of a resolution by the board of directors: Public companies shall postpone their shareholders’ meetings to dates between July 1 and August 31. The actual date and location of the shareholders’ meetings shall be decided through the passage of a resolution by the board of directors.
IV. Methods of publicly announcing again and sending notice:A notice to convene the shareholders’ meeting shall be given to each shareholder registered as of the book closure date for the original shareholders’ meeting by postcard or letter no later than 15 days prior to the scheduled meeting date, as well as publicly announced on the Market Observation Post System.
V. Preparatory work for shareholders’ meeting shall be carried on as scheduled until the preceding day of the originally scheduled shareholders’ meeting. Only the date on which the shareholders’ meeting is actually convened shall be postponed to the dates between July and August. Important preparatory work shall be as follows:
i. The book closure period shall comply with the original schedule for shareholders’ meeting and shall not be extended.
ii. The procedures for submissions of shareholder proposals and shareholder nominations of directors and supervisors shall be completed as originally scheduled.
iii. A solicitor and a proxy agent of non-solicited proxies shall compile an itemized statement of the solicited proxies and deliver the same to the company or its shareholder services agent five days before the originally scheduled date of the shareholders’ meeting.
iv. Where voting rights at a company shareholders' meeting are exercised under proxies or in writing or by means of electronic transmission, the company shall carry out the tallying and verification as originally scheduled.
v. The company or its shareholder services agency shall, at least one day before the original shareholders' meeting, announce on the e-voting platform the aggregated information on the number of shares of shareholders who will cast votes remotely.
VI. The announcement, which is supposed to be published on the original shareholders’ meeting date, should be published on the actual convening date: The public company or its shareholder services agent shall compile a statistical statement with these three thing: 1. the number of shares held by shareholders attending the shareholders' meeting in writing or by means of electronic transmission; 2. the number of shares obtained by the solicitor through solicitation; and 3. the number of shares represented by the proxy agent of non-solicited proxies. The statistical statement shall be clearly disclosed at the place where the actual shareholders' meeting is held.
VII. Matters conducted by Securities related companies：
i. The TWSE and TPEx shall transfer the FSC announcement to all public companies on May 20, 2021 and guide companies to postpone shareholders’ meetings per the announcement.
ii. The TWSE, TPEx and TDCC will release the press release on May 20, 2021. The Q&A covering issues highly concerned by the market will also soon be publicly announced on their official websites.
iii. The TDCC will set up a shareholders’ meeting consultation work force to provide consultation services for public companies and shareholder services agent.
All companies, investors and market participants have cooperated last year to successfully convene shareholders’ meeting. Though the surge of the pandemic coincides with the peak period of shareholders’ meeting, the FSC appeals to all market participants for collaboration and abiding by measures listed in the announcement. For further pandemic prevention information, please visit the “COVID-19 Prevention” on the FSC official website
Point of Contact: Mr.Chen, Section Chief, Securities Trading Division, Securities and Futures Bureau
Tel: 02-2774-7310
For any further information, please leave your message through the following link: FSCMAIL
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Update：
2021-05-25