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Statement
| 1.Date of the board of directors resolution:2021/09/22
2.Purpose of the share repurchase:Transfer to employee
3.Type of shares to be repurchased:Common shares
4.Ceiling on total monetary amount of share repurchase (NTD):NTD3,377,296,388
5.Scheduled period for the repurchase:2021/09/23~2021/11/22
6.No.of shares to be repurchased (shares):6,700,000shares
7.Repurchase price range (NTD):NTD60 per share to NTD110 per share. It is
allowed to continue the execution if the market price is lower than the
lower limit of the proposed price range.
8.Method for the repurchase:To buy the shares from TWSE market
9.Shares to be repurchased as a percentage of total
issued shares of the company (%):4.95%
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:NA
13.Minutes of the board of directors meeting that resolved
for the share repurchase:
The minute book of Board of Directors on September 22,2021.
14.The Rules for Transfer of Shares set forth in Article
10 of the Regulations Governing Share Repurchase by
TWSE-listed and TPEx-Listed Companies:
Article 1.
In order to encourage employees and improve employee identity, the Company
has stipulated Rules Governing Share Repurchase and Transfer to Employees
in accordance with the povisions of Article 28-2, paragraph 1, subparagraph
1 of the Securities and Exchange Act and the Regulations Governing Share
Repurchase by Exchange-Listed and OTC-Listed Companies released by the
Financial Supervisory Commission. The repurchase and transfer of shares
to employees shall be conducted in accordance with the relevant statutory
regulations and also in compliance with the Rules.
Article 2.
Shares transferred to employees shall be common shares with the same rights
and obligations as the outstanding common shares of the Company, unless
another act or regulation provides otherwise.
Article 3.
Repurchasing of shares shall be conducted in accordance with the provisions
of the Rules, and the shares repurchased shall be transferred in a single or
multiple installments to the employees within 5 years commencing from the
date of setting employee stock subscription base date .
Shares that have not been transferred within this duration shall be regarded
as unissued shares of the Company and shall undergo cancellation of the
changes to shares registration in accordance with statutory regulations.
Article 4.
All employees of the parent company and employees of the subsidiaries
(including foreign subsidiaries) who meet certain conditions
(full-time employees) on the record date of subscription are eligible for
subscription in accordance with the subscription amount specified in
Article 5 of these regulations.
Transferees who resign during the period between the record date of
subscription to the due date for stock subscription payment shall lose
eligibility for stock subscription.
The controlling or subordinate company under certain conditions referred
to in the preceding paragraph shall be determined by the standard of
Article 369-2, Article369-3, Article369-9 Paragraph 2, and Article 369-11
of Company Act.
Article 5.
The company shall be based on the employee��s grade , job tenure and the
excellent job performance with consideration to the aggregate amount of
repurchased shares held by the Company on the record date and maximum limit
of the number of shares subscribed by a single employee.
The Chairman shall stipulate the standards for the number of subscription
for employees based on the above.
Employees fail to pay for subscription upon the subscription period due
shall be regarded as abandonment of their rights. For any remaining balance
resulting from inadequate subscription, the Chairman shall engage other
employees for subscription.
Article 6.Procedure for repurchase and transfer of shares to the employees:
1.According to the resolution of the Board of Directors, the Company shall
announce, report and repurchase its own shares during the period of
execution.
2.The Chairman shall, as authorized by the Board of Directors, stipulate
and publicly announce the record dates, criteria for the number of shares
under subscription, subscription payment periods, rights of subscription,
restrictions of such rights, and other matters relate to the process.
3.The Company then shall calculate the actual stocks subscribed and fully
paid, and implement stocks transfer and registration.
Article 7.
The transfer price of the shares purchased this time to employees is based
on the average price actually purchased (rounded to the nearest NTD of dime).
However,when the number of common shares issued by the company increases
before the transfer, it may be the share increase ratio need adjusted .
If the transfer is made to employees at a price lower than the actual average
repurchase price, before the transfer, the most recent shareholders meeting
represented the attendance of more than half of the total number of
issued shares .
And the consent of more than two-thirds of the voting rights of the present
shareholders and it shall be listed the reasons for convening the
shareholders' meeting in the the matters stipulated in Article 10-1 of the
��Regulations Governing Share Repurchase by Listed and OTC Companies��.
Article 8.
For repurchased shares transferred to the employees that has been registered,
unless another regulation provides otherwise, the rights and obligations of
such shares shall be the same as the original shares.
According to Article 167-3 of the Company Law, employees who have received
shares may be restricted from transferring the shares within two years.
Article 9.
These Rules come into force after being resolved upon by the Board of
Directors,changes may be resolved upon by the Board of Directors as well ;
as well report on shareholders meeting shall be submitted and the same shall
be applied to the amendment.
Article 10.
This regulation were set on September 22,2021.
The first revision were set on October 8,2021.
The second revision were set on January 20,2022.
The third revision were set on February 07,2022.
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 TWSE-listed
and TPEx-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:
1.In the 6th Board of Directors on September 22, 2021, which attended by
two-thirds or more of the directors, there is a majority of directors
present in the meeting approving that the Company repurchases its own
shares 6,700,000shares in the centralized securities exchange market
within two months of the reporting date.
2.The total number of shares to be repurchased above is only 4.95% of the
Company's shares outstanding(calculated based on 135,312,722 shares), and
the maximum amount of repurchase is only 9.26% of the Company's current
assets.
The Company hereby declares that the board of directors has taken into
account the Company's financial standing, and the repurchase above will have
no impact on the maintenance of the Company's capital.
3.This declaration letter has been approved by the Borad of Directly in the
same meeting which mentioned above. The directors present in the meeting,
7 people in total, are all agreed to the contents of this declaration letter,
thus issue a joint statement.
17.Appraisal or opinion by a CPA or securities underwriter
about the reasonableness of the share repurchase price:
The repurchase price range set by the company is compliant with the
applicable regulations, based on the company��s historical prices and
forecast changes or impacts on its financial standing, net asset value
per share,earnings per share and return on equity before and after the
repurchase.
There is no material effect on the company��s finance. Thus, the repurchase
price range determination is deemed to be reasonable.
18.Any other matters stipulated by the SFB:
The amendment of Article 7 of Rules Governing Share Repurchase and
Transfer to Employees was approved by board of directors meeting
on October 8, 2021.
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