Important Notes to Shareholders
Individual parties or aggregate related parties that solely or jointly hold more than 5% of the financial holding company's outstanding voting shares shall report to the competent authority within 10 days after gaining ownership. The same applies for the every 1% change in ownership after reaching a level of 5%.
Whenever an individual party or aggregate related parties intend to hold more than 10%, 25% or 50% of the financial holding company's voting shares on a sole or joint basis, approval must be sought in advance from the competent authority.
The term "individual party" mentioned here may refer to one natural person or one corporate entity. The term "aggregate related parties" may refer to a group of the parties relating to one natural person or one corporate entity.
A natural person's related parties include the following:
The natural person, the spouse and all blood relatives of second degree or closer.
Any enterprises in which the above-mentioned parties hold more than one-third of the voting shares or contributed more than one-third of the capital.
Any corporation or non-profit organization in which the persons listed in Clause 1 serve as the Chairman, CEO, or represent more than half of the board of directors
A corporate entity's related parties shall include the following:
The corporate entity itself, its Chairman, CEO, and the Chairman's and CEO's spouse and blood relatives of second degree or closer.
Any enterprises in which the corporate entity or the abovementioned natural persons hold more than one-third of the voting shares or contributed more than one-third of the capital, or any corporation or non-profit organization in which the abovementioned parties serve as the Chairman, CEO, or represent more than half of the board of directors.
All affiliated enterprises of the corporate entity. Any nominee shareholder of the individual party or the aggregate related parties that holds shares in the form of a trust, a mandate or other agreements or authorizations shall also be treated as part of the aggregate related parties.
Individual parties and aggregate related parties that hold more than 5% but less than 10% of the financial holding company's outstanding voting shares on a sole or joint basis before the December 30, 2008 amendment to the Financial Holding Company Act are required to report to the competent authority within six months after the amended regulations were implemented (the amended Act took effect on January 23, 2009).
If no report was made or no approval was sought from the competent authority for the ownership of voting shares of the financial holding company, any quantities held above the aforementioned threshold shall be deprived of voting rights. In addition, the competent authority may require the holder to dispose of excess shares within a given timeframe, and impose a fine of between NT$2 million and NT$10 million. If a non-compliant shareholder is later elected as director, supervisor, or appointed as a responsible person of the financial holding company, the competent authority may consider rejecting such arrangement according to the "Regulations Governing Qualification Requirements for the Promoter or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company" due to the shareholder's lack of integrity.
[Please refer to Articles 4, 5, and 16 of the Financial Holding Company Act and Article 25 of the Banking Act; the relevant forms may be downloaded from the "Download" section.]