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Statement
| 1.Date of the board of directors resolution:2022/06/14
2.Purpose of the share repurchase:Transfer treasury shares to employees
3.Type of shares to be repurchased:Common shares
4.Ceiling on total monetary amount of share repurchase (NTD):NT$1,244,262,962
5.Scheduled period for the repurchase:2022/06/15~2022/08/14
6.No.of shares to be repurchased (shares):500,000 shares
7.Repurchase price range (NTD):NT$50~NT$96.5 per share
8.Method for the repurchase:
Repurchasing its own shares at a centralized securities exchange market
9.Shares to be repurchased as a percentage of total
issued shares of the company (%):0.56%
10.Cumulative no.of the company's own shares held
at the time of reporting (shares):300,000 shares
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:
Based on the effectiveness of fund-using and the employees' future
willingness to subscribe for shares, the 2nd share repurchased program
has not been executed entirely.
13.Minutes of the board of directors meeting that resolved
for the share repurchase:
The company decided to repurchase 500,000 common shares from the
centralized securities exchange market through the resolution of the
meeting of board of directors. The scheduled repurchase period is from
June 15, 2022 to August 14, 2022. Repurchase price range is from
NT$50 to NT$96.5 per share. However, when the company's share price is
lower than the lower limit of the set repurchase range, the repurchase
of shares will continue.
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 care for and encourage its employees, the company adopts
these Rules for the Repurchase of Shares and Transfer to Employees
in accordance with Article 28-2, paragraph 1, subparagraph 1 of the
Securities and Exchange Act and the provisions of the Regulations
Governing Share Repurchase by the Financial Supervisory Commission.
Any repurchase of shares and transfer to employees by the company,
in addition to complying with related laws and regulations, will
be carried out in accordance with these Rules.
Article 2
The shares in the present transfer of shares to employees will be
common shares, and the rights and obligations associated with those
shares, unless otherwise provided by applicable laws and regulations
or these Rules, will be the same as other outstanding common shares
of the company.
Article 3
In accordance with these Rules, the shares in the present share
repurchase may be transferred to employees in a single transfer or
multiple transfers within five years from the date of the share
repurchase. The un-transferred shares at the conclusion of the
designated transfer period will be deemed as unissued shares and the
shares so purchased are cancelled.
Article 4
All regular employees at the company and at its subsidiaries in which
the company, directly and indirectly, holds more than 50 percent of
the voting shares are eligible to subscribe to shares in the amounts
set out in Article 5 herein.
Article 5
The number of shares to which employees may subscribe will be
determined by their job level, seniority, exceptional contribution
and refer to the total number of repurchase shares on the record date
of subscription and the maximum subscribable shares for a single
employee, authorize the chairman for approval.
Article 6
Procedures for the present repurchase of shares and transfer to
employees:
1.The repurchase of the company shares will be announced, declared,
and carried out during the implementation period in accordance
with a resolution of the board of directors.
2.The board of directors is hereby authorized to adopt and to announce
operating procedures relating to the record date for employee
subscriptions, the criteria for numbers of shares to which employees
may subscribe, the period for payment for subscriptions, and the
rights associated with share subscriptions and any restriction.
3.Employees who have not subscribed and completed payment at the
conclusion of the designated subscription and payment period will be
deemed to have waived their subscription rights. In the event of an
insufficient number of subscriptions, the chairman may contact other
employees regarding subscription to the remaining shares.
4.Statistics will be compiled on the numbers of shares actually
subscribed and paid for, and the registration of share transfers will
be carried out.
Article 7
The share transfer price for the present repurchase of shares and
transfer to employees will be the average of the actual share repurchase
prices, provided that if, prior to the transfer, there is an increase in
the number of issued shares of the company common stock, the transfer
price may be adjusted within a range proportional to the increase.
Formula for transfer price adjustment: Adjusted transfer price =
average actual repurchase price per share × (total number of common stock
shares after the repurchase has been declared ÷ total number of common
stock shares prior to the company's transfer of the repurchased shares
to employees)
Article 8
Except where otherwise provided, the rights and obligations associated
with the transferred shares, following the transfer of shares in the
present share repurchase to employees and registration of share transfer,
will be the same as those originally associated with the shares.
Article 9
These Rules and any amendments will be adopted and take effect following
a resolution of the board of directors and shall be reported to the
latest shareholders meeting.
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) On June 14 2022, the 2022 sixth meeting of the board of directors passed
the approval of repurchasing 500,000 shares of the Company, through a
majority vote at a board of directors meeting attended by at least a
two-thirds quorum.
(2) The total number of repurchased shares mentioned above only accounts for
0.56% of the Company's issued shares, and the ceiling of the amount
required to repurchase shares is only 3.09% of the Company's current
assets. Accordingly, the Board of Directors declares the Company had
considered its financial status, and this repurchase program does not
affect the maintenance of the Company's capital.
(3) This statement has been approved by the meeting of the Company's Board
of directors as mentioned above, and all seven attended directors 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:
Assessed by Waterland Securities Co., Ltd. :
The repurchase price range set by the Company is reasonable for the
Company's financial status, and its decision-making process has legality.
There is no significant abnormality.
18.Any other matters stipulated by the SFB:None
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