Chung-Hwa Engineering Announces Board Resolution on Review of Director and Independent Director Candidate Nominations by Specific Shareholders
On April 10, 2026, the Board of Directors of Chung-Hwa Engineering Co., Ltd. announced its decision to reject director and independent director candidates nominated by a specific shareholder group (Jiajun Investment, Huajian Company, and Baoxin Investment). The board, citing the Company Act and Business Mergers and Acquisitions Act, considered the group a 'single shareholding entity' whose joint nominations exceeded the permissible number of candidates. Therefore, the nominees were excluded from the official candidate list for the 2026 annual general meeting.
📋 Article Processing Timeline
- 📰 Published: April 10, 2026 at 09:00
- 🔍 Collected: April 12, 2026 at 16:30 (55h 30m after Published)
- 🤖 AI Analyzed: April 14, 2026 at 19:21 (50h 51m after Collected)
1. Date of occurrence: 2026/04/10
2. Company name: Chung-Hwa Engineering Co., Ltd.
3. Relationship with the company: This company
4. Mutual shareholding ratio: Not applicable
5. Reason for occurrence:
I. According to Article 192-1, Paragraph 3 of the Company Act, shareholders holding one percent or more of the total number of issued shares may submit a list of director candidates to the company in writing, but the number of nominees shall not exceed the number of directors to be elected.
II. For shareholder groups declared as 'joint acquirers for the same merger and acquisition purpose' under the Business Mergers and Acquisitions Act and the Securities Exchange Act, considering the original intent of the regulation and that the declaration must include a 'joint plan for exercising voting rights,' these joint acquirers should be regarded as a 'single shareholding entity' in spirit and legal substance when exercising shareholder rights. Therefore, according to the law, such joint acquirers can only collectively enjoy nomination rights not exceeding the number of directors to be elected.
III. In summary, the company's Board of Directors, after referencing legal opinions from two external independent professional law firms and full discussion, determined that the joint nomination by specific shareholders (Jiajun Investment, Huajian Company, and Baoxin Investment) constitutes a situation where the number of nominees exceeds the number of directors to be elected, as stipulated in Article 192-1, Paragraph 5, Subparagraph 3 of the Company Act. Therefore, the Board of Directors resolved not to include their proposed candidates in the candidate list for this election in accordance with the law.
6. Countermeasures: Announcement of the list of director (including independent director) candidates for the company's 2026 annual general meeting.
7. Other matters to be specified: None
2. Company name: Chung-Hwa Engineering Co., Ltd.
3. Relationship with the company: This company
4. Mutual shareholding ratio: Not applicable
5. Reason for occurrence:
I. According to Article 192-1, Paragraph 3 of the Company Act, shareholders holding one percent or more of the total number of issued shares may submit a list of director candidates to the company in writing, but the number of nominees shall not exceed the number of directors to be elected.
II. For shareholder groups declared as 'joint acquirers for the same merger and acquisition purpose' under the Business Mergers and Acquisitions Act and the Securities Exchange Act, considering the original intent of the regulation and that the declaration must include a 'joint plan for exercising voting rights,' these joint acquirers should be regarded as a 'single shareholding entity' in spirit and legal substance when exercising shareholder rights. Therefore, according to the law, such joint acquirers can only collectively enjoy nomination rights not exceeding the number of directors to be elected.
III. In summary, the company's Board of Directors, after referencing legal opinions from two external independent professional law firms and full discussion, determined that the joint nomination by specific shareholders (Jiajun Investment, Huajian Company, and Baoxin Investment) constitutes a situation where the number of nominees exceeds the number of directors to be elected, as stipulated in Article 192-1, Paragraph 5, Subparagraph 3 of the Company Act. Therefore, the Board of Directors resolved not to include their proposed candidates in the candidate list for this election in accordance with the law.
6. Countermeasures: Announcement of the list of director (including independent director) candidates for the company's 2026 annual general meeting.
7. Other matters to be specified: None
FAQ
What decision did Chung-Hwa Engineering's board make?
On April 10, 2026, the board decided not to include the director and independent director candidates nominated by a specific shareholder group (Jiajun Investment, Huajian Company, and Baoxin Investment) in the official candidate list.
Why did the board reject the nominations?
The board determined that the shareholder group is considered a 'single shareholding entity' under the Business Mergers and Acquisitions Act, and their joint nominations exceeded the legally permitted number of candidates as stipulated by the Company Act.