您的瀏覽器不支援JavaScript功能,若網頁功能無法正常使用時,請開啟瀏覽器JavaScript狀態 跳到主要內容區塊
請將裝置改以直向瀏覽,以獲得最佳效果。

請將裝置改以直向瀏覽,以獲得最佳效果。

:::

The notice of motion 9 of the 26th meeting of the 24nd board of directors that Jung-Chun Pan (independent director) has expressed objection.

  1. 1.Meeting date of the board of directors or the audit committee or the compensation committee:2017/01/23
  2. 2.Contents of the resolution made by the board of directors or the audit committee or the compensation committee (please enter〝board〞or ”audit committee ”or 〝 compensation committee 〞):board of directors
  3. 3.Name and resume of the independent director or the member that expressed objection or reservation: Mr. Jung-Chun Pan (the independent director of CHB)
  4. 4.Contents of objection or reservation to the resolutions: Agree with the Shareholder Services Agency Agreement(“the Agreement”) terminated by Yuanta Securities Co., Ltd. (“Yuanta”) from April 6th,2017, and the shareholder services agency will replace to Mega Securities Co., Ltd. (“Mega” ). NOW, THEREFORE, submit to the board of directors.
  5. 5.Contents of the objection or reservation:
  6. 【I object this motion in the meeting】
  7. (1)It is shareholder services agency’s statutory obligation to procure the rights of all shareholders and the safety of security exchange. Besides, it shall stay neutral, according to Article 6, Article 14 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meeting of Public Companies and Article 3, Article 44-1 of Regulations Governing the Administration of Shareholder Services of Public Companies, not act as a solicitor for a shareholder or handle proxy solicitation matters for a solicitor when election of directors or supervisors is on the shareholders meeting agenda.
  8. (2)According to Article 20 of the Agreement between CHB (“the bank”) and Yuanta, Yuanta has no right to terminate the Agreement on its part. If the Agreement be terminated by negotiation, the bank shall also evaluate the appropriateness of termination. As there will be election of directors on the shareholders meeting agenda in June, it will be hasty if the Agreement be terminated in April, since there are only 2 months for the transition of works. Besides, Yuanta has been serving as the bank’s shareholder services agency over 2 years, holding the bank’s shareholders’ roster and being quite familiar with the administration of the bank’s shareholder services. If Yuanta may immediately be entrusted to handle proxy solicitation matters on behalf of the others after resignation, which shall be breach of the neutrality of shareholder services, the duty of loyalty and the principle of good faith. As a result, the bank and whole shareholders’ interest might be harmed. In order to protect their right and interest, the bank shall not accept Yuanta asking to terminate the Agreement in written, which by the reason of business development and strategy concerns. If Yuanta breaches the Agreement on its part, the bank shall reserve the rights of claim for damages, and the bank is on the right path.
  9. (3)In addition, according to media reports ”referring to Business Today No.1047, Economic Daily News Jan, 10th ,2017 ”:”Yuanta will handle proxy solicitation matters on behalf of Ministry of Finance.” “Yuanta will drape the shirt of Government-owned Shareholding.” which comes true one by one now. If the bank terminates the Agreement, Ministry of Finance and Government-owned Shareholding will acquire the interest. Hence, the representatives assigned by Ministry of Finance shall abstain from voting pursuant to paragraph 2, Article 206 and Article 178 of Company Act.
  10. (4)I formally express objection and reprobation accompanies to the irregular voting procedure that is violated to principle of Interest of Conflict, and the final decision of the meeting that is harmed to the laws, terms and regulation mentioned before, so as to the Corporate Governance. The directors who cast a vote for the motion the meeting shall take the responsibility jointly and severally of the motion pursuant to Article 193 of the Company Law.
  11. (5)Please announce to the public within the limited time in accordance to the laws, terms and regulations. Anyone who intends to delay or incompletely disclosure the issues would be liable for it.
  12. 6.Countermeasures:None
  13. 7.Any other matters that need to be specified:
  14. THE RESPONSE OF CHB (the bank) AS FOLLOWS
  15. (1)The bank replaces shareholder services agency as a result of Yuanta expressed the intention to terminate the Agreement. In order to ensure the bank’s administration of shareholder services may not be affected and shall operate smoothly, the bank’s management evaluates professionally according to reliance of market, experience in administration of shareholder services, fee of shareholder services, and so on. As a result, the bank intends to entrust Mega as shareholder services agency.
  16. (2)It is purely the termination and execution of a private contract,because the bank has not published the date of regular meeting of shareholders 2017, nor dealt with the convening of any regular shareholder meeting. Therefore, the change of shareholder services agency is not involved in the election of directors. 
  17. (3)Furthermore, both the Ministry of Finance and the representatives assigned by the Ministry of Finance would not get extra privileges or exempt from any other obligations due to the replacement of shareholder services agency from Yuanta to Mega pursuant to Article 206 of the Company Law and the Interpretation no.1766 of the Judicial Yuan. Therefore, the representatives of the Ministry of Finance would not need to abstain from voting.
  18. On this discussion, the resolution of 26th meeting of the 24th term of board of directors as follows:”Except for managing director Mr. Julius Chen and independent director Mr. Jung-Chun Pan, there are six directors adopting the motion.”