I. Are private companies required to delay the convention of their shareholders’meeting?

Answer: No.

In response to the COVID-19 pandemic, the Central Epidemic Command Center (CECC) on May 19, 2021 raised the COVID-19 alert to Level 3 nationwide, limiting indoor gathering to five or under and outdoor gathering to ten or under. If a company’s shareholders’ meeting meets the aforementioned circumstances (including shareholders, chairman, and meeting attendants present), in principle, the company shall not convene such a meeting. Since the number of shareholders of private companies varies, and companies may adopt voting in writing or by way of electronic transmission as the way for shareholders to exercise their rights, with the fact that companies are required to hold in-person shareholders’ meetings and that shareholders who vote in writing or by way of electronic transmission are deemed to have attended the shareholders’ meeting in-person, if, after evaluation, a company determines that it can comply with the pandemic-related restrictions, it can still hold its shareholders’ meeting as usual.      

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II. Do companies need to apply for postponement of shareholders' meeting?

Answer:

1. In addition to postponing shareholders’ meetings with the approval of the competent authority pursuant to the proviso of Paragraph 2 of Article 170 of the Company Act, a company may also postpone its shareholders’ meetings to any time before August 31, 2021 without applying for an approval if the cause of the postponement is the current pandemic.

2. The Ministry will make adjustments on a rolling basis depending on the circumstances of the pandemic.

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III. Is there a deadline for convening shareholders' meetings?

Answer:

1. Companies which cannot convene shareholders’ meetings due to the pandemic may take it upon themselves to postpone such meetings to any time before August 31, 2021. If it is still difficult for the company to hold its shareholder’s meeting before August 31, 2021, it may apply to the competent authority for approval to postpone its shareholders’ meeting pursuant to the proviso of Paragraph 2 of Article 170 of the Company Act; however, the shareholders’ meeting shall be convened before December 31, 2021.

2. The Ministry will make adjustments on a rolling basis depending on the circumstances of the pandemic.

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IV. What is the internal procedure for postponing shareholders' meetings?

Answer:

A company affected by the pandemic may postpone the convention of its shareholders’ meetings by a resolution of its chairman or its board of directors, and announce such postponement on its official website or the “Information Website for Company Announcements Required by the Company Act” of the Department of Commerce of the Ministry. ( https://ipcsa.nat.gov.tw/pap/ )

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V. After a shareholders’ meeting is postponed, how should a company determine the date and location of the postponed meeting?

Answer: For companies whose shareholders’ meeting is postponed due to the pandemic, the date and location of the postponed meeting shall still be determined by a resolution of its board of directors.

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VI. After a shareholders’meeting is postponed, how does that affect the share transfer registration period, shareholder's proposals, the procedure for nomination of directors, proxies, and meeting notices?

Answer: A company shall, based on the new date of the postponed meeting, redo the procedures in accordance with the Company Act.

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VII. How shall a public company handle its shareholders’meeting?

Answer: The Financial Supervisory Commission (FSC) has announced on May 20, 2021 that public companies shall not convene shareholders’ meetings from May 24, 2021 to June 30, 2021. Please refer to the news release of the FSC for related measures.

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The above is based on the information found on the Convenience Services Page of the Department of Commerce, MOEA on May 21, 2021.

Website: https://gcis.nat.gov.tw/mainNew/subclassNAction.do?method=getFile&pk=1118

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