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Response to media reports
- 1.Date of occurrence of the event:2017/07/05
- 2.Company name:Chang Hwa Commercial Bank, Ltd.(CHB)
- 3.Relationship to the Company (please enter ”head office” or ”subsidiaries”):head office
- 4.Reciprocal shareholding ratios:N/A
- 5.Name of the reporting media:A15 of Economic Daily News
- 6.Content of the report:Taishin Financial Holding Company (TSFHC) filed lawsuit claimed CHB's AGM unlawful, appealed to revoke Board Resolution
- 7.Cause of occurrence:Media report.
- 8.Countermeasures:File material information.
- 9.Any other matters that need to be specified:
- (1) The 2017 annual general meeting of the Company was convened by the board of directors under the resolution adopted by all directors (including representatives of TSFHC) on March 23th 2017; and the chairman presided the meeting in accordance with the provisions of Article 182-1 of the Company Act, hence the convening procedure is lawful.
- (2) The election of 25th directors (including independent directors) of the Company has been stated on the notice for convening, and the list of director candidates was reviewed by all directors (including representatives of TSFHC), and was announced in accordance with related regulations. On the meeting date, shareholders present in person (including E-voting) or by proxy, representing 95.755% of the total number of outstanding voting shares, to legally elect six directors and three independent directors, and TSFHC with its proxy voted as well, thus the resolution method was not against the law.
- (3) On the day of the shareholders’ meeting, the 1st meeting of 25th board of directors was convened by Chang, Ming-Daw, who received a ballot representing the largest number of votes at the directors election, to elect managing directors. All representatives of TSFHC attended the meeting and voted, obtaining one seat of managing director as well. If the convening procedure or the resolutions method was illegal, why did TSFHC have full participation in the meetings? There is a contradiction to TSFHC’s accusations.
- (4) Since the shareholders’ meeting is the Company's highest decision-making body, all resolutions should be obeyed by the Company. The Company is deeply regretful that TSFHC was dissatisfied with election result, instead of finding out why they didn’t acquire the majority shareholders’ support, intended to override the resolution adopted by the shareholders’ meeting by filing excessive litigation, which may invade interests of other shareholders and waste judicial resources as well. The Company will appear in court against the suit by law in order to protect the rights and interests of all shareholders.
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