MOEA Rejects Tatung Application to Register Board Members|大同董事變更登記申請 經濟部今駁回


Tatung Company recently prevented shareholders from voting during a shareholders' meeting, saying they had violated the Business Mergers and Acquisitions Act. The Ministry of Economic Affairs subsequently rejected Tatung's application to register new board members.


The controversy over Tatung Company's management rights continues to simmer. After the Ministry of Economic Affairs received a negative opinion as a response from the Financial Supervisory Commission, it convened a press conference to announce that it has rejected the company's application to register newly-elected board members on the three principles of no registration, no compulsory reelection, and no dismissal.

The company (Tatung) has already issued a total of 2.3 billion (shares). If we deduct the 1.2 billion shares that don't have the right to vote under the Business Mergers and Acquisitions Act, Act Governing Relations Between the People of the Taiwan Area and the Mainland Area, the Civil Code, and other laws, the actual number with participating rights is 990 million shares. The participation threshold was not met. The Company Act says over half of shareholders must be present.

Tatung held a general shareholders' meeting on June 30 to elect board members. During the meeting, Chairperson Lin Kuo Wen-yen cited the Business Mergers and Acquisition Act, said the market faction wanted an M and A, and negated the right to vote of 53 percent of shareholders. The corporate faction was thus able to get nine board seats. The stock exchange said it was protecting investor rights and benefits when it limited company stocks to cash trading on July 2. The Securities and Futures Investors Protection Center said it would file a lawsuit to dismiss Lin Kuo. On July 9, the MOEA rejected Tatung's application to register board members. It said the Company Act stipulates that shareholders have the right to vote and elect, and any shareholder's equal exercise of shareholder rights should be protected.

Under the premises of the authorities not taking punitive actions, not expressing opinions, and not having any court decisions, the company should not unilaterally deprive the shareholders' right to vote.

After Tatung shares were limited to cash trading on July 2, the share price plummeted. It started trading at NT$19.15 on July 9, and hit the daily limit several times following the MOEA's announcement of follow-up actions. FSC Commissioner Huang Tien-mu said the FSC will continue to maintain market order.



大同公司經營權之爭持續延燒,經濟部在收到金管會回復的負面意見書後,召開記者會,依據,不登記、不強制改選、不解任等三不原則,正式駁回大同公司的新選任董事變更登記,不准大同公司申請改選董事變更登記。

經濟部商業司司長 李鎂表示:「(大同)本公司已發行,(股份)總數23億多(股),扣除依企業併購法兩岸人民關係條例,以及民法等等,無表決權股12億多股,實際出席股份總數9.9億多股,出席門檻,沒有達到公司法規定的,過半數股東出席。」

大同公司是在6月30號舉行股東常會改選董事,當時董事長林郭文艷在股東會上引用企業併購法,認為市場派股東有併購意圖,因此剔除高達53%股東的表決權,讓公司派取得9席董事大獲全勝,引發爭議,基於保護投資人權益,證交所從7月2號開始,對大同股票採無限期全額交割,投保中心宣布將對大同董事長林郭文艷提起解任訴訟,經濟部9號正式駁回大同公司的新選任董事變更登記。經濟部認為,公司法明定股東有表決權及選舉權,任何股東平等行使股東權利均應受保障。

經濟部商業司司長 李鎂表示:「主管機關沒有做處分,或者是沒有表示意見,或者是也沒有法院的任何的裁判。在這樣的前提之下,公司不應該自行拒發股東選舉票,剝奪股東投票表決。」

而大同在股東會後7月2日開始實施全額交割後,股價打入跌停,而在9號開盤股價報19.15元,受到經濟部宣布對公司對應做法的消息激勵,數度觸及漲停,金管會主委黃天牧將親上火線,從個案及通案宣示金管會維護市場秩序決心。

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