This excerpt taken from the CHT 20-F filed Apr 23, 2007.
registered capital of the Company shall be One Hundred Twenty Billion and Twenty New Taiwan Dollars (NT$120,000,000,020), divided into One Billion Twenty Million
(12,000,000,000) common shares and Two (2) preferred shares with a par value of Ten New Taiwan Dollars (NT$10) per share. All the common shares shall be issued in increments by the Board of Directors pursuant to the laws and regulations.
rights, obligations, and other important conditions regarding the preferred shares issued by the Company are stated as follows:
The rights of the preferred shares with respect to the distribution of dividends and bonuses, the Companys retained properties, and the Companys profits and capital
reserve in cash or the appropriated capital, etc. shall be equal to those of the common shares.
The shareholder(s) of the preferred shares has/have the same right to vote or election with those of the shareholder(s) of the common shares at a common shareholders meeting.
During the term of the preferred shares, the shareholder(s) of the preferred share shall be the director(s) and supervisor(s) and may be re-appointed by MOTC at any time.
When the Company issues new shares in cash, the shareholder(s) of the preferred shares shall have the same preemptive rights with respect to the new shares as those of the
shareholder(s) of the common shares.
The Company shall obtain the consents of the shareholder(s) of the preferred shares before engaging in the following matters and, failing so, the action will be deemed void:
To amend the Companys name
To amend the Companys business scope
To transfer all or the essential part of the Companys business or assets
The preferred shares issued by the Company shall not be transferred. At the end of the third year from the issuance date of the preferred shares, the Company shall reacquire the
preferred shares by their par value and then cancel them. The issuance date shall be the record date of the capital increase of the preferred shares.
share certificates of the Company shall bear the shareholders names, be signed or sealed by the Chairman and at least two other directors, be serially numbered, affixed with
the corporate seal of the Company, and legalized by the Ministry of Economic Affairs (MOEA) (hereinafter referred to as the Competent Authority) or its certified issuance registration agency before they are issued in
accordance with the relevant laws.
When issuing new shares, the Company may print a share certificate in respect of the full number of shares to be issued at that time, and shall arrange for the certificate to be
kept by a centralized securities custodian institution, in which case the preceding requirement for serial numbering of share certificates shall not apply.
Shares issued by the Company may also be exempt from printing of share certificates, and the Company shall arrange for such shares to be recorded by a centralized securities
custodian institution, in which case the preceding 2 paragraphs shall not apply.
Any affair with regard to the shares of the Company shall be handled in accordance with the Guidelines for Handling Stock Affairs by a Public Issuing Company.
share certificates issued by the Company may be jointly exchanged for the share certificates with a larger par value upon the request of the Taiwan Securities Centralized Depository
Company Limited by Shares.
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