Preemptive Rights Meetings of Stockholders Voting Rights 108 ●  distribution of any share dividend; ●  taking over of the whole of the business or assets of any other company which would have significant impact on our  operations; ●  transfer of the whole or substantial part of our business or assets; ●  entering into, modification or termination of any contracts regarding leasing of all business, outsourcing of operations or joint  operations; ●  amendment to our articles of incorporation; 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 Act, 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:  As previously required by the Republic of China Company Act, 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.  We are required by the Republic of China Company Act 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 Act.  In addition, in accordance with the Republic of China Securities and Exchange Law, a public company that intends to  offer new shares for cash must offer to the public at least 10% of the shares to be sold except in certain limited circumstances. This  percentage can be increased by a resolution passed at a stockholders’ meeting, held in accordance with the Company Act and our  articles of incorporation which would diminish the number of new shares subject to the preemptive rights of existing stockholders.  Under the Republic of China Company Act and our articles of incorporation, when we issue new shares for cash, existing  stockholders who are listed on the stockholders’ register as of the record date have preemptive rights to subscribe for the new issue in  proportion to their existing shareholdings. Under our articles of incorporation, our employees, except for the directors and executives  involved with the approval and passage of the share issuance, have rights to subscribe for between 10% and 15% of any new issue.  P AR T I