PART I Meetings of Stockholders  Voting Rights  We are required by the Republic of China Company Law and our articles of incorporation to hold a general  meeting of our stockholders within six months following the end of each fiscal year, unless for specific legitimate  reason or approved otherwise by the relevant authorities. Commencing from January 1, 2012, we must hold a  general shareholders meeting within six months after the end of fiscal year and may not seek any extension for  such meeting accordingly to newly amended Article 36 of Securities and Exchange Act. These meetings are  generally held in Taipei, Taiwan. Special stockholders’ meetings may be convened by resolution of the board  of directors or by the board of directors upon the written request of any stockholder or stockholders who have  held 3% or more of the outstanding common shares for more than one year. Stockholders’ meetings may also  be convened by a supervisor. Notice in writing of general meetings of stockholders, stating the place, time and  agenda must be dispatched to each stockholder at least 30 days, in the case of general meetings, and 15 days,  in the case of special meetings, before the date set for each meeting. Except in certain circumstances described  below, a majority of the holders of all issued and outstanding common shares present at a stockholders’ meeting  constitutes a quorum for meetings of stockholders. Stockholders of 1% or more our issued and outstanding  shares are entitled to submit one written proposal each year for consideration at our annual general stockholders’  meeting in accordance with the Republic of China Company Law.  As previously required by the Republic of China Company Law, our articles of incorporation provide that a  holder of common shares has one vote for each common share. Cumulative voting applies to the election of our  directors and supervisors. Separate ballots may be held for the election of independent directors.  In general, a resolution can be adopted by the holders of at least a majority of the common shares  represented at a stockholders’ meeting at which the holders of a majority of all issued and outstanding common  shares are present. Under the Republic of China Company Law, the approval by at least a majority of the  common shares represented at a stockholders’ meeting in which a quorum of at least two-thirds of all issued and  outstanding common shares are represented is required for major corporate actions, including:  Alternatively, the Republic of China Company Law provides that in the case of a public company, such  as us, a resolution may be adopted by the holders of at least two-thirds of the common shares represented at a  meeting of stockholders at which holders of at least a majority of issued and outstanding common shares are  present.  A stockholder may be represented at a general or special meeting by proxy if a valid proxy form is  delivered to us five days before the commencement of the general or special stockholders’ meeting. Except for  trust enterprises or share registrar approved by the Securities and Futures Bureau of the Financial Supervisory  Commission, where one person is appointed as proxy by two or more stockholders who together hold more  than 3% of the total issued common shares, the votes of those stockholders in excess of 3% of the outstanding  common shares shall not be counted.  106 • amendment to our articles of incorporation;  •  entering into, modification or termination of any contracts regarding leasing of all business,  outsourcing of operations or joint operations;  •  transfer of the whole or substantial part of our business or assets;  • taking over of the whole of the business or assets of any other company which would have significant  impact on our operations;  • distribution of any share dividend;  •  dissolution;  • merger or spin-off; and  •  removing of directors or supervisors. 