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Statement
| 1.Date of the board of directors resolution:2022/06/09
2.Purpose of the share repurchase:To transfer shares to employees
3.Type of shares to be repurchased:Common shares
4.Ceiling on total monetary amount of the share repurchase (NTD):
1,528,090,000
5.Scheduled period for the repurchase:2022/06/10~2022/08/09
6.No.of shares to be repurchased (shares):3,000,000
7.Repurchase price range (NTD):$35-$52.5
repurchase to continue if the share price is below the minimum price.
8.Method for the repurchase:
To repurchase in the centralized securities exchange market.
9.Shares to be repurchased as a percentage of total issued shares of the
Company (%):0.7%
10.Cumulative no.of the Company's own shares held at the time of reporting
(shares):0
11.Status of repurchases within three years prior to the time of reporting:
None.
12.Status of repurchases that have been reported but not yet completed:
None.
13.Minutes of the board of directors meeting that resolved for the share
repurchase:
The 20th board of directors of Adimmune passed a resolution in
the 8th meeting to repurchase shares on the stock exchange for a
price between NTD$35 and $52.5 per share.
Adimmune expects to repurchase 3,000,000shares.
14.The Rules for Transfer of Shares set forth in Article 10 of the
Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed
Companies:
Third Transfer Repurchased Shares to Employees Procedure on June 9, 2022
Article One:
To motivate employees and in accordance with R.O.C. Securities and
Exchange Law article 28-2-1-1 and regulation of Securities and
Futures Bureau, Financial Supervisory Commission, R.O.C. on
"Regulations Governing Share Repurchase by Exchange-Listed
and OTC-Listed Companies, the Company establishes the "Third Transfer
repurchase shares to employee procedure".
The repurchased shares will be transferred to employees
according to related laws and this procedure.
Article Two:
The shares transferred to employees are common shares.
The rights and obligations of the shares, unless regulated
by this procedure or related laws, are as the same as other
common shares outstanding.
Article Three:
According to this procedure, transfer repurchased shares to employees one
serveral times in five years starting from the date of repurchase period.
Article Four:
For employees who have joined the Company and the domestic and
foreign controlling or subsidiaries on the date of subscription record
date or those who have special contribution to the Company and being
approved by Chairman, are entitled to subscribe the amount specified in
article five of this procedure.
The term "controlling or subsidiaries"is in accordance with the
standards of Article 369-2, Article 369-3, Article 369-9-2 and Article
369-11 of the Company Law.
Part-time employees referred to in the preceding paragraph:
hourly-paid employees (that is, those who work less than 8 hours
a day) or contracted employees who are employed by the company and who
receive salary. Consultant: a person who is hired by the Company with a
fixed-term contract who performs special or project tasks delivered by
the Company and receives remuneration.
The employees of the controlling or subsidiaried mentioned
in the preceding paragraph shall berecognize by the certified public
accountant to express their opinions on whether person/persons meet the
qualification requirements, and reports to the board of directors.
However, employees of a controlling or subordinate company meet the
requirements of Article 369-2-1 of the Company Law are not limited.
Those who are transferred from the employee's stock subscription date
to the subscription payment deadline shall forfeit their subscription
rights.
Article Five:
1. To set the standard for share subscription according to employee's rank,
years of service, and special contribution to the Company, and will submit
the standard to the board for approval.
2. Managers and directors with employee status shall first be approved by
the Compensation Committee before submitting to the board of directors for
resolution.
Article Six:
The transfer procedure of this phase's share repurchase program:
1. According to the board resolution, make announcement and execute company
share repurchase during the repurchase period.
2. The Chairman is authorized under this procedure to establish and announce
the subscription record date, the standard for subscription amount, the
payment period, and the rights contents and restrictions etc.
3. If the employee's subscription period expires and fails to subscribe for
payment, it shall be deemed as a waiver; the chairman of the board of
directors shall contact other employees to subscribe for the balance of
insufficient subscription.
4. Calculate the actual share amount with payment and transfer the shares
accordingly.
Article Seven:
The transfer price will be determined by the average price of shares
purchased.
If the Company's number of common shares increase or decrease, then the
transfer price will be adjusted accordingly.
Adjusted transfer price= Actual average buyback price
per share * (The total ordinary shares at the completion of
the company's purchase of shares / The total ordinary shares
before the company buys back shares to employees)
Article Eight:
After the repurchased shares are being transferred and registered under
employees' names, unless otherwise specified, the rights and obligations of
the shares are the same as the other common shares.
Article Nine:
For shares transferred in accordance with these Measures, the taxes incurred
shall be handled in accordance with the laws and regulations at the time of
the transfer and relevant company operations.
Article Ten:
If the company transfers shares to employees and buys back treasury stocks,
the part that has not been transferred after the expiry date is deemed to be
the company's unissued shares, and the registration for cancellation of
shares shall be handled in accordance with the law.
Article Eleven:
This procedure will go into effect after approval at a Meeting of the Board
of Directors. This shall apply to any amendments.
Article Twelve:
This procedure should be reported in the Shareholder's meeting.
This shall apply to any amendments.
15.The Rules for Conversion of Shares or the Rules for Subscription of
Shares set forth in Article 11 of the Regulations Governing Share Repurchase
by Exchange-Listed and OTC-Listed Companies:None.
16.Declaration that the financial status of the Company has been considered
by the board of directors, and that its capital maintenance will not be
affected:
The total numberof shares to be repurchased above is only 0.70% of
Adimmune's shares outstanding, and the maximum amount of repurchase is
only 0.41% of Adimmune's current assets. Adimmune hereby declares that
the board of directors has taken into account Adimmune's financial
standing, and the repurchase above will have no impact on the maintenance
of Adimmune's capital.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
According to the opinion of Taishin Securities Co., Ltd.,
the price range set by the company to buy back the company's shares
this time is legal, and the price range and the impact on the
company's finances are also reasonable and there is no significant
abnormal situation.
18.Other matters stipulated by the SFB:None.
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