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Statement
| 1.Date of the board of directors resolution:2022/08/09
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):
1,582,791,103
5.Scheduled period for the repurchase:2022/08/10~2022/10/07
6.No.of shares to be repurchased (shares):1,000,000
7.Repurchase price range (NTD):27.93~63.48，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 (%):1.12
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:
NA
12.Status of repurchases that have been reported but not yet completed:
(1) Expected repurchase volume (shares): 2,000,000
(2) Actual repurchase volume (shares): 1,258,000
13.Minutes of the board of directors meeting that resolved for the share
repurchase:7h term, 11th Board Meeting Minutes on 2022/08/09
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:
Article 1
For the purpose of encouraging our employees and to build cohesion among
theemployees, the Company hereby, pursuant to 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" issued by Financial Supervisory Commission
R.O.C., establishes the "Plan of Share Repurchase and Transferring to
the Employees" (the "Plan").Except otherwise provided in relevant
laws or regulations, all share repurchase and transferring to the
employees of the Company shall be implemented in compliance with the Plan.
Article 2
Type of transfer of shares, content of rights and restrictions on rights
The shares to be transferred to the employees are ordinary shares.
Except as otherwise provided in relevant laws or regulations or in this
Plan, the rights and obligations embedded thereon are the same with Other
ordinary shares of the Company.
Article 3
Transfer period The repurchased shares can be transferred to employees in
one time or several times, such subscription day(s) shall be set within
5 years from the date of share-repurchase.
Article 4
Transferee's eligibility Any full-time employee of the Company, and
Any full-time employee , which the Company directly or indirectly hold
more than 100% of the voting shares of the same investee company
that has made a special contribution to the company before the date of
the subscription and has submitted the approval of the board of directors
that meet certain conditions may be etermined in accordance with Article
5 of these Measures. The subscription amount is eligible for subscription.
Article 5
Numbers of shares to be subscribed by employees The Board of Directors
shall decide the qualifications and the acutal number of shares to be
subscribed by considering certain factors, such as the employees'level,
seniority or special contribution to the Company, together with the
number of treasury shares held by the Company as of the record date
of subscription and the maximum number of shares that can be subscribed
by an individual employee, etc. However, those managerial officers in
the list of subscribers shall first be submitted to the Remuneration
Committee for deliberation and then submitted it to the Board of
Directors for resolution, and those who are not managerial officers
shall first be submitted it to the Audit Committee for deliberation
and then submitted it to the Board of Directors for resolution. Failure
to subscribe and make the payment for the shares before the due date
shall be deemed as giving up the right to subscribe.
Article 6
The transfer procedure of this share repurchase program is described
as follows:
(1)In accordance with the resolution of the board of directors,
announce, declare and buy back the shares of the company within
the execution period
(2)The Board of Directors set and announce the employees' subscription
date, the standards for numbers of shares to which employees may
subscribe, the period for payment or subscriptions, rights, and
limitations, etc.
(3)To calculate the actual share subscription with payment received,and
transfer the shares accordingly.
Article 7
(1)The transfer price of the shares The transfer price of the
repurchase shares shall be the average price of the actual repurchase.
(2)If the number of the Company's issued and outstanding ordinary
shares increases prior to the transfer, the transfer price shall be
not adjusted.
Article 8
Rights and obligations of shares after transfer After the repurchased
shares are being transferred and registered under employees'names,
unless otherwise specified, the rights and obligations associated
with the shares are the same as the original associated with the
common shares.
Article 10
This Plan shall take affect after being affirmatively resolved by
the Board of Directors and may be amended by a resolution of the
Board of Directors.
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: NA
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 aforesaid total volume of the repurchase accounts for 1.12% of
the Company's outstanding shares, which accounts for 2.07% of the
Company's current assets. The board of directors has considered the
financial situation of the Company. The repurchase plan will not affect
the capital maintenance of the Company.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
This repurchase price range is reasonable and will not have a material
impact financial structure and related financial ratio.
18.Other matters stipulated by the SFB:NA
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