｜Mercuries F&B｜
Appointment of a Corporate Governance Officer
On March 14, 2024, a resolution was passed at the Board of Directors meeting to appoint Manager of the Finance and Accounting Division, Hsieh Pei-Ching, as the Corporate Governance Officer. Ms. Hsieh is responsible for matters related to corporate governance, including handling matters related to board meetings and shareholders’ meetings in accordance with the law, preparing minutes of the board meetings and shareholders’ meetings, assisting in the appointment of the directors and their continuing education, providing directors with the information necessary for carrying out their duties and assisting them in complying with laws and regulations.
Continuing education for the Corporate
| Number | Organizer | Course Title | Period of Study | Study Hours | |
|---|---|---|---|---|---|
| From | To | ||||
| 1 | Chinese Corporate Governance Association | Corporate Governance and Securities Regulations | 113/03/01 | 113/03/01 | 3 hrs |
| 1 | Chinese Corporate Governance Association | Discussion on enterprise employee reward strategies and tool application | 113/06/11 | 113/06/11 | 3 hrs |
Promotion of Insider Trading Prevention
Mercuries F&B has stated in Articles 3 and Article 3-1 of Procedures for Material Inside Information Handling and Prevention of Insider Trading Management:
Article 3 Applicable targets
- Persons specified in Paragraph 1, Article 157-1 of the Securities and Exchange Act:
(I) A director and manager of the Company, and a natural person designated to exercise powers as representative pursuant to Article 27, paragraph 1 of the Company Act.
(II) Shareholders holding more than ten percent of the shares of the Company.
(III) Any person who has learned the information by reason of occupational or controlling relationship.
(IV) A person who, though no longer among those listed in [one of ] the preceding three subparagraphs, has only lost such status within the last six months.
(V) Any person who has learned the information from any of the persons named in the preceding four subparagraphs.
II. According to Article 22-2 of the Securities and Exchange Act, the shares held by the Company’s directors, managers, or shareholders holding more than 10% of the Company’s shares shall include shares held by their spouses and minor children and those held under the names of other parties.
Article 3-1 Measures to prohibit trading
The persons listed in Article 3 shall not engage in the following; otherwise, they constitute insider trading:
(I) Upon actually knowing of any information that will have a material impact on the price of the securities of the issuing company, after the information is precise, and prior to the public disclosure of such information or within 18 hours after the Company’s public disclosure, this person shall not purchase or sell, in this person’s own name or in the name of another, shares of the Company that are listed on an exchange or an over-the-counter market, or any other equity-type security of the Company.
(II) Upon actually knowing of any information that will have a material impact on the ability of the Company to pay principal or interest, after the information is precise, and prior to the public disclosure of such information or within 18 hours after the Company’s public disclosure, this person shall not sell, in this person’s own name or in the name of another, the non-equity-type corporate bonds of the Company that are listed on an exchange or an over-the-counter market.
(III) Directors may not trade the Company’s shares during the closure period of 30 days prior to the publication of the annual financial statements and 15 days prior to the publication of the quarterly financial statements.
The Company has informed its insiders of its “Procedures for Material Inside Information Handling and Prevention of Insider Trading Management”, which are also announced on the Company’s website. To date, no insider violations of the abovementioned procedures have occurred in the Company.
