P AR T I ●  dissolution; ●  merger or spin-off; and ●  removing of directors or supervisors. 109 The Republic of China Company Act allows stockholders holding 1% or more of the total issued shares of a company to  submit, during the period of time prescribed by us, one proposal in writing for discussion at the general meeting of stockholders.  It also provides that a company may adopt a nomination procedure for election of directors or supervisors. We have adopted  a nomination procedure for election of independent directors as stipulated in our articles of incorporation which provides that  stockholders holding 1% or more of our total issued shares may submit to us a list of candidates for independent director, along with  relevant information and supporting documents.  Under the Republic of China Company Act, dissenting stockholders are entitled to appraisal rights in certain major corporate  actions, such as a planned transfer of the whole or part of the business or a proposed merger by us. A dissenting stockholder may  request us to purchase back all of the shares owned by the stockholder at a fair price determined by mutual agreement or determined  by the court if a mutual agreement cannot be reached. Stockholders may exercise their appraisal rights by serving notice in writing  to us prior to the related stockholders’ meeting and/or by raising his objection at the stockholders’ meeting. Moreover, a stockholder  has the right to file a petition in the court for annulment of any resolution adopted at a stockholders’ meeting where the procedures  for convening the stockholders’ meeting or the method of adopting the resolutions at the meeting is contrary to law or our Articles  of Incorporation. One or more stockholders who have held more than 3% of the issued and outstanding shares of a company  continuously for more than one year may require a supervisor to institute, on behalf of us, an action against a director. In addition,  one or more stockholders who has/have continuously held 3% or more of the total number of the outstanding shares of our company  for more than one year may require the board of directors to convene a special stockholders’ meeting by sending a written request to  the board of directors.  Holders of our ADSs generally will not be able to exercise voting rights on the common shares underlying ADSs on an  individual basis.  Any stockholder who has a personal interest in the matter under discussion at a stockholders’ meeting, the outcome of which  may impair our interests, shall not vote or exercise voting rights on behalf of another stockholder.  If the director of a public company pledges more than half of its then holding shares at the time being elected, the director  shall be disallowed to exercise the voting right in excess of half of its then holding shares at the time being elected, and the shares  disallowed to exercise the voting right shall not be counted as 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. Alternatively, if the stockholder would like to exercise its voting right at a  general or special meeting but cannot be present at the meeting in person, according to the regulations promulgated by the Financial  Supervisory Commission on February 20, 2012, starting from our 2012 general meeting, we are required to set up an electronic  voting mechanism for such stockholder to exercise voting right. The stockholder is not allowed to exercise voting right through  electronic voting mechanism if such stockholder fails to revoke the granted proxy (if any) at least two days prior to the general or  special meeting. Alternatively, the Republic of China Company Act 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.  Other Rights of Stockholders 