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To conserve judicial resources, CHB accepts the dismissal of TSFH’s action to annul the resolutions enacted at the shareholders’meeting.

  1. 1.Date of occurrence of the event:2018/06/25
  2. 2.Company name:Chang Hwa Commercial Bank Co., Ltd. (hereinafter “CHB”)
  3. 3.Relationship to the Company (please enter ”head office” or ”subsidiaries”):head office
  4. 4.Reciprocal shareholding ratios: N/A
  5. 5.Cause of occurrence: Taishin Financial Holding Co., Ltd (hereinafter “TSFH”) dismissed the action against CHB for annulment of shareholders’ meeting resolution on June 14, 2018.
  6. 6.Countermeasures:In the spirit of conserving judicial resources, CHB accepts the dismissal of TSFH’s action to annul the resolutions enacted at the shareholders’ meeting; however, CHB stands in opposition to all of TSFH’s assertions on the matter.
  7. 7.Any other matters that need to be specified:
  8. (1) After CHB’s reelection of directors on June 16, 2017, TSFH filed a lawsuit to annul the resolutions enacted at the shareholders’ meeting and asserted that it violated Article 25 of the Banking Act for Ministry of Finance, National Development Fund, Executive Yuan and government-owned enterprises holding CHB’s shares. However, Taiwan Taipei District Court sent an official letter regarding the issue to Financial Supervisory Commission (hereinafter “FSC”). On May 1,2018, FSC replied of the Ministry of Finance, National Development Fund, Executive Yuan, etc. which are not ruled by Article 25 of the Banking Act. Meanwhile, these institutions, as eligible major shareholders, are competent to exercise voting rights. In other words, the procedures and results of CHB’s 2017 reelection are valid and lawful.
  9. (2) In addition, CHB issued Preferred Stock B in 2005 to “improve the financial structure and enhance regulatory capital.” In article 10 “Terms of Conversion” of the issuance of terms and conditions stipulated that all unconverted Preferred Stock B shall be converted to Common Stock after the period of 3 years from the date of issue is expired. Moreover, all Preferred Stock B owned by TSFH were converted to Common Stock in 2008, that is, shareholders’ rights and obligations of the preferred stock are same as the common stock. To comply with principles of corporate governance, TSFH should respect and accept the voting results of the reelection of directors conducted by all CHB’s shareholders.