Voting by ADS Holders Clause Samples
The 'Voting by ADS Holders' clause defines the rights and procedures for holders of American Depositary Shares (ADS) to participate in shareholder votes of the underlying foreign company. Typically, this clause outlines how ADS holders can instruct the depositary bank to vote on their behalf at shareholder meetings, often by submitting voting instructions within a specified timeframe. Its core practical function is to ensure that ADS holders, who do not directly own the underlying shares, are still able to exercise voting rights and have a say in important corporate decisions, thereby bridging the gap between foreign shareholders and the issuing company.
Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Shares represented by their ADSs. Each Holder and Beneficial Owner shall be deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary's nominee, without liability, to appoint the Chairman of the Company (or his/her designate) (the “Voting Representative”), as representative of the Depositary's nominee who is registered in the Republic of China as representative of the Depositary and the Holders and Beneficial Owners in respect of the Deposited Securities (the “Registered Holder”) to vote the Deposited Securities in accordance with the terms hereof. The Company agrees to timely notify the Depositary of any proposed shareholders' meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders' meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company's notice of shareholders' meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the Republic of China) (such materials collectively, the "Shareholder Notice"). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.9 of the Deposit Agreement) and shall, at the Company's expense and, provided no U.S. legal prohibitions exist, distribute to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a Depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Authorization (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the Depositary notice and the related materials prepared by the Depositary collectively, the "Depositary Notice"). The Depositary is under no obligation to distribute the Shareholder Notice or the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders' meeting. If the Depositary has not delivered the Shareholder Notice or the Depositary Notice t...