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Statement
| 1.Date of the board of directors resolution:2022/08/01
2.Purpose of the share repurchase:Share transfer to employees.
3.Type of shares to be repurchased:Common shares.
4.Ceiling on total monetary amount of the share repurchase (NTD):
1,931,816,321
5.Scheduled period for the repurchase:2022/08/02~2022/09/30
6.No.of shares to be repurchased (shares):20,000,000
7.Repurchase price range (NTD):●-14.57, with continued repurchases
if stock prices fall below the minimum price.
8.Method for the repurchase:
Repurchase from centralized securities exchange market.
9.Shares to be repurchased as a percentage of total issued shares of the
Company (%):@2.478
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:
Discussion item: Proposal to repurchase the Company's common shares
for share transfer to employees.
Description:
1. The Company proposes to repurchase issued shares in accordance with
Subparagraph 1, Paragraph 1, Article 28-2 of the Securities and Exchange
Act,the "Regulations Governing Share Repurchase
by Exchange-Listed and OTC-Listed Companies,"
and the following provisions:
(1) Purpose of the share repurchase: Share transfer to employees.
(2) Type of shares to be repurchased: Common shares.
(3) Ceiling on total monetary amount of the share repurchase (NTD):
1,931,816,321.
(4) Scheduled period for repurchase and number of shares to be repurchased:
2022/08/02~2022/09/30, with 20,000,000 shares scheduled for repurchase,
amounting to 2.478% of currently issued shares.
(5) Repurchase price range:
(i) Minimum price: NT$● per share.
(ii) Maximum price: NT$ 14.57 per share.
(iii) Repurchases will continue if Company share prices fall below minimum
price.
(6) Method for repurchase: Repurchase from centralized securities exchange
market.
2. When filing this proposal with the Financial Supervisory Commission,
the Company is required to issue a declaration that the financial state of
the Company was considered at a meeting of the Board of Directors
and that the maintenance of Company capital will not be affected by the
repurchase (please refer to Appendix III). Please refer to Appendix IV for
an appraisal by a securities firm of the reasonableness of the price of
the shares to be repurchased.
Please refer to Appendix V for Rules for Transfer of Repurchased Shares
to Employees.
3. According to Paragraph 6, Article 28-2 of the Securities and Exchange
Act, the Company's affiliated enterprises and insiders shall not sell
Company shares during the repurchase period; affiliated enterprises and
insiders shall be notified following approval of this proposal.
4. Board resolutions and implementations shall be reported
at the latest shareholders' meeting.
5. The Board plans to authorize the Chairman or designated personnel
to conduct the aforementioned repurchase transactions and sign relevant
documentation.
6. This proposal was passed by the Audit Committee on August 1, 2022,
and is hereby submitted to the Board for approval.
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:
Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies:
Hannstouch Rules for Transfer of Repurchased Shares to Employees
Article 1 (Purpose)
The Company formulated these
Rules for Transfer of Repurchased Shares (hereafter treasury shares) to
Employees in accordance with Subparagraph 1, Paragraph 1, Article 28-2 of
the Securities and Exchange Act and the "Regulations Governing Share
Repurchase by Exchange-Listed and OTC-Listed Companies"
issued by the Financial Supervisory Commission.
The Company's transfer of repurchased shares to employees shall adhere to
these Rules and relevant laws and regulations.
Article 2 (Types of transferred shares, rights and obligations, and
restrictions)
The treasury shares transferred to employees are common shares of the
Company, with rights and obligations similar to other common shares in
circulation, save where otherwise provided by relevant laws, regulations,
and these Rules.
Article 3 (Transfer period)
The Chairman is authorized to transfer repurchased shares to employees
over one or more installments within six months of the share repurchase date
in accordance with the provisions of these Rules.
Article 4 (Transferee qualifications)
All full-time Company employees who have been employed
for more than three months at the share subscription base date
or who have made special contributions to the Company and received approval
from the Chairman are eligible for share subscriptions
of the amounts set out in Article 5 of these Rules.
Article 5 (Transfer procedures)
The number of shares available for employee subscription and
transferred to employees is approved by the Chairman based on
employee title and position, salary, length of service, performance,
and special contributions to the Company, with consideration to
the total number of repurchased shares held by the Company
on the share subscription base date and the maximum allowable shares for
subscription by an individual employee. A list of share subscribers who
are managers shall be submitted to the Remuneration Committee for review
and then submitted to the Board for approval. Employees who have not
subscribed and made payments upon expiration of the subscription payment
period shall be considered to have waived their subscription rights.
In the event of insufficient subscriptions, the Chairman shall designate
subscriptions from specific employees.
Article 6
Procedures for purchase of treasury shares and transfer to employees:
(1) Announce, declare, and implement repurchases of treasury shares
within the execution period in accordance with Board resolutions.
(2) The Board authorizes the Chairman to formulate and announce
the employee share subscription base date,
number of shares available for employee subscription, subscription payment
period, rights, and restrictions in accordance with these Rules.
(3) The actual number of subscribed shares shall be calculated for
share transfer and registration.
Article 7 (Transfer price per share)
The price of repurchased shares transferred to employees
shall be the average repurchase price rounded up to the second decimal
place and calculated in NTD. In the event that the Company's outstanding
common shares increase or decrease prior to the transfer, transfer prices
per share shall be adjusted in accordance with the ratio of change in
outstanding shares.
Adjusted transfer share price = Average price of repurchased shares x
(Total number of common shares following completion of share repurchase ÷
Total number of common shares before transfer of repurchased shares to
employees)
Article 8 (Rights and obligations of shares following transfer)
Treasury shares transferred and registered to employees
shall bear the same rights and obligations as the original common shares
unless otherwise specified.
Article 9 (Other related Company and employee rights and obligations)
(1) The taxes and fees incurred for shares transferred under these Rules
shall be handled in accordance with relevant regulations and Company
procedures in effect at the time of share transfer.
(2) The Company reserves the right to adjust or terminate implementation
of these Rules in accordance with overall operations and profitability
conditions. Employees who receive share transfers bear an obligation of
confidentiality.
Article 10
These Rules shall take effect following approval by the Board and amendments
may be submitted to the Board for approval.
Article 11
These Rules and any amendments shall be reported to the 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 Exchange-Listed and OTC-Listed Companies:Not applicable.
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:
Declaration by Hannstouch Board of Directors
(1) The Company resolved to repurchase 20,000,000 Company shares
from the centralized securities exchange market within two months of the
filing date following a majority vote at the 7th meeting of the 9th Board
held on August 1, 2022, which was attended by more than two-thirds of
directors.
(2) The total number of repurchased shares amounts to 2.478% of
currently issued shares, and the upper limit of payments required for
repurchased shares amounts to only 7.52% of the Company's current assets.
The Company Board hereby declares that the financial state of the Company
was considered at a Board meeting and the maintenance of Company capital
will not be affected by the repurchase.
(3) This declaration was approved by the Board at the aforementioned Board
meeting; all seven attending directors (including one proxy) approved
the content of this declaration and include such approval as part of this
declaration.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
An appraisal statement issued by Fubon Securities Co., Ltd. stated,
"The price range set by Hannstouch for repurchase of Company shares was
determined through a lawful process; said price range and
impacts on the Company's financial status are within a reasonable range
with no major abnormalities."
18.Other matters stipulated by the SFB:None
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