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Statement
| 1.Date of the board of directors resolution:2022/08/02
2.Purpose of the share repurchase:To transfer shares to employees
3.Type of shares to be repurchased:Ordinary shares
4.Ceiling on total monetary amount of share repurchase (NTD):1,200,396,970
5.Scheduled period for the repurchase:2022/08/03~2022/10/02
6.No.of shares to be repurchased (shares):300,000
7.Repurchase price range (NTD):180.00~350.00,repurchase to continue if the
share price is below the minimum price.
8.Method for the repurchase:To repurchase in the open market
9.Shares to be repurchased as a percentage of total
issued shares of the company (%):0.95
10.Cumulative no.of the company's own shares held
at the time of reporting (shares):211,000
11.Status of repurchases within three years prior to
the time of reporting:
(1) Actual repurchase period: 2020/03/18 to 2020/05/13, expected repurchase
shares : 250,000, actual repurchase shares : 211,000, execution (% of actual
shares out of expected shares): 84.00
12.Status of repurchases that have been reported but
not yet completed:2020/03/17 to 2020/05/16 expected repurchase shares for the
first time was 250,000 shares and actual repurchase shares was 211,000
shares.Reason for non-completion of the current share repurchase: In the
interest of protecting shareholder rights while following the market
mechanism and considering the effective use of capital. Therefore, the
repurchase was not executed in full.
13.Minutes of the board of directors meeting that resolved
for the share repurchase:
Item 5: To formulate M31's "Repurchase of shares for transfer of employees
for the first time in 2022" is proposed for discussion.
Explanation:
1. In order to encourage employees and boost employee motivation, M31
intended to formulate the "Repurchase of shares for transfer of employees
for the first time in 2022" as shown in Attachment 2.
2. The case was submitted to the Audit Committee for review on August 2,
2022, and the report of the convener of the Audit Committee was proposed
to the Board for approval in accordance with the law.
3. Proposal discussion.
Resolution:
1. Approved by the Audit Committee with no objection from all members
present.
2. After consultation by the chairman of all the directors present,
the proposal was approved without objection.
Item 6: Repurchase of shares for the first time in 2022 is proposed for
discussion
Explanation:
1. In order to encourage employees' morale and boost motivation, M31
intend to buy back its own shares in the stock exchange. The share
repurchase plan is described as follows.
(1) Purpose of the share repurchase: transfer of treasury stock to
employees
(2) Expected repurchase period: 2022/08/03 to 2022/10/02
(3) Expected repurchase shares: 300,000 shares
(4) Repurchase price range: From NT$180 to NT$350 per share, repurchase
to continue if the share price is below the minimum price.
2. It is handled in accordance with the provisions of Article 28-2,
Paragraph 1, subparagraphs 1 of the Securities Exchange Act.
3. The Board has considered the financial situation of M31 and issued
a statement that the share repurchase does not affect the maintenance
of M31's capital as required by law, are detailed in the agenda
presentation.
4. Expected repurchase shares related information and "Opinion on the
reasonableness of the price of the repurchased company shares" are
detailed in the agenda presentation.
5. Within two days from the date of approval by the Board of Directors,
M31 will announce the relevant information on the MOPS and report to
the Financial Supervisory Commission.
6. If the competent authority approves any changes to the information on
the repurchased shares, the chairman of the board of directors is
authorized to handle it with full authority.
7. This case is submitted to the Audit Committee for review on August 2,
2022, and it is proposed to ask the convener of the Audit Committee
to report and submit it to the Board of Directors for approval in
accordance with the law.
8. Proposal Discussion.
Resolution:
1. Approved by the Audit Committee with no objection from all members
present.
2. After consultation by the chairman of all the directors present,
the proposal was approved without objection.
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:
"Shares repurchase for transfer of employees for the first time in 2022"
Article 1: Purpose
In order to encourage employees and promote employee motivation, M31 has
formulated these Regulations in accordance with Article 28-2, Paragraph 1,
subparagraphs 1 of the Securities and Exchange Act and the "Regulations
Governing the Repurchase by Exchange-Listed and OTC-Listed Companies" issued
by the Financial Supervisory Commission. In addition to the provisions of
the relevant laws and regulations, M31 shall follow the provisions of these
Regulations for the purchase and transfer of shares to the employees.
Article 2: Type of shares to be transferred, a description of the rights
attaching thereto, and any restrictions on such rights
M31's shares transferred to employees are ordinary shares, and the rights
and obligations of these shares are the same as those of other outstanding
ordinary shares, except as otherwise provided by the relevant laws/terms and
these Regulations.
Article 3: Transfer period.
The repurchase shares may be transferred to the employees in one or more
installments within five years from the date of repurchase in accordance
with the provisions of these Regulations.
Article 4: Eligibility requirements for transferees
The employees of M31 and the subsidiaries (including overseas subsidiaries)
who directly or indirectly hold more than 50% of the voting shares of the
same investee company and who are officially employed before the date of the
stock subscription are eligible to subscribe according to the subscription
amount set forth in Article 5 of this Regulation.
The term "employees" in this Regulation refers to full-time employees of the
Company and the subsidiaries mentioned in the preceding paragraph who
receive salaries and wages. Part-time employees, temporary employees,
short-term work-study students and outsourced workers are not subject to
these Regulations.
Article 5: Number of shares to be subscribed by employees
M31 shall consider the criteria of employee's rank, length of service,
performance and special contribution to the company, as well as the total
amount of repurchased shares held by the company and the maximum number of
shares to be subscribed by a single employee as of the date of the stock
subscription, and set the number of shares to be subscribed by employees.
The actual eligibility and the number of shares to be subscribed shall be
resolved by the board of directors and shall be subject to the following
review procedures:
1. If the transferee is a manager of M31 or concurrently serves as
a director of M31, the transferee must be reviewed by the
Remuneration Committee and approved by the Board of Directors; if a
full-time employee of M31 and its subsidiaries (domestic and overseas)
is also a manager or a director of M31, the preceding procedures
must be followed.
2. If the transferee is a full-time employee of M31 and its subsidiaries
(domestic and overseas) other than those mentioned in the preceding
paragraph who is not a manager of M31 or a director of M31,
the transfer should be submitted to the Audit Committee for approval
before submission to the Board of Directors for resolution.
Article 6: Procedures for transfer of shares
The operating procedures for the transfer of repurchased shares to
employees:
1. According to the resolution of the board of directors, announce, report
and repurchase the shares within the execution period.
2. The Board of Directors shall set and announce the date of employee's
stock subscription, the criteria of the number of shares to be
subscribed, the period of subscription payment, the content of rights
and restrictions,
etc., in accordance with these Regulations.
3. Calculate the actual number of shares subscribed and paid, and handle the
registration of the transfer of shares.
Article 7: Agreed transfer price per share
The transfer price of the repurchased shares to the employees may be higher
than the average price of the actual repurchase, or the average price of the
actual repurchase (hereinafter referred to as the average price) as the
transfer price. The transfer price is calculated by rounding up to the
nearest NT$.
If 85% of the closing price of the M31 stock on the date the Board of
Directors resolves to transfer the employee list is higher than the average
price, the transfer price shall be 85% of the closing price of the M31 stock
on the date the Board of Directors resolves to transfer the employee list,
unless the Board of Directors resolves to adopt the average price, based on
the consideration of shareholders' equity. However, if the Board of
Directors resolves that 85% of the closing price of the M31 stock on the
date of transfer of the employee list is less than the average price, the
average price shall be the transfer price. If the average price is used as
the transfer price, the transfer price may be adjusted by the percentage of
increase in the number of shares of ordinary shares issued by the Company
before the transfer.
Transfer price adjustment formula:
Adjusted Transfer Price = Average Price of the shares actually repurchased *
The Total Number of ordinary shares outstanding at the time of reporting the
repurchase of shares / Total Number of ordinary shares outstanding prior to
the transfer of repurchase shares to employees.
Article 8: Rights and obligations subsequent to execution of the transfer
After the transfer of the repurchased shares to the employees and the
registration of the transfer, the remaining rights and obligations are
the same as those of the original shares, unless there are other
restrictions on transfer and special agreements.
Article 9: Other rights and obligations related to the company and its
employees
The transfer of M31 repurchased shares to employees shall be subject to the
payment of relevant taxes and fees in accordance with the law before the
transfer of shares.
Article 10:
The shares repurchased by M31 for the purpose of transferring shares to
employees shall be fully transferred within five years from the date of
repurchase, and any the untransferred shares shall be deemed as unissued
shares of the Company and shall be registered as a change in the
cancellation of shares in accordance with the law.
Article 11:
These Regulations will be implemented after approved by the board of
directors and will be submitted to the most recent shareholders' meeting,
and the same when amended.
Article 12: The Regulations were established on August 2, 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:N/A
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. M31 was approved by more than two-thirds of the directors present at the
4th session of the 14th Board Meeting on August 2, 2022 and with the
consent of more than one-half of the directors present, and will repurchase
300,000 shares in the Stock Exchange with effect from August 3, 2022 until
October 2, 2022.
2. The total number of shares repurchased mentioned above represents only
0.95% of the issued shares of M31, and the maximum amount required for
the repurchase only represents 8.04% of M31's current assets. It is
hereby stated that the Board of Directors of M31 has considered the
financial condition of M31 and the above share repurchases do not affect
the maintenance of M31's capital.
3. This statement has been approved by the Board of Directors at the same
meeting of M31 mentioned above, and all seven directors present have
agreed to the contents of this statement and hereby declare.
17.Appraisal or opinion by a CPA or securities underwriter
about the reasonableness of the share repurchase price:
M31 is expected to repurchase the Company's shares at a price range of $180
to $350 per share, which will not have a material adverse effect on the
Company's financial structure, net worth per share, earnings per share,
return on equity, liquidity ratio and other items.
18.Any other matters stipulated by the SFB:None.
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