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Statement
| 1.Date of the board of directors resolution:2022/08/05
2.Purpose of the share repurchase:Share Repurchases for
the purpose to transfer them to employees
3.Type of shares to be repurchased:common share
4.Ceiling on total monetary amount of the share repurchase (NTD):
38,000,000
5.Scheduled period for the repurchase:2022/08/08~2022/10/07
6.No.of shares to be repurchased (shares):1,000,000
7.Repurchase price range (NTD):21 to 38
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 (%):0.18
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:0
12.Status of repurchases that have been reported but not yet completed:0
13.Minutes of the board of directors meeting that resolved for the share
repurchase:
Twelfth case
Puropose:
The Audit Committee approve the proposal to buy back the company's
shares on the centralized market and transfer it to employees. Submit for
approval. (Raise from the financial department)
Description:
1.This proposal has been approved by the Audit Committee on August 5, 2022.
2.In accordance with Subparagraph 1 of Paragraph 1 of Article 28-2 of the
Securities and Exchange Act and the regulations on the repurchase of the
company's shares by listed OTC companies.
3.The relevant matters in this case are as follows:
(1)Purpose of repurchasing shares: to transfer shares to employees.
(2)Types of shares repurchased: common shares.
(3)The upper limit of the total amount of shares bought back: NT$38,000,000.
(4)Period and quantity of planned buy-back: from August 8, 2022 to October
7, 2022. Planned to buy back 1,000,000 shares, representing 0.18% of the
issued shares of the Company.
(5)Repurchase range price: NT$21 to $38; during the repurchase period, when
the company's stock price falls below the lower limit of the set
repurchase range price, the repurchase of shares will continue.
(6)Ways of repurchase: repurchase from the centralized trading market of own
marketable securities.
The repurchase of shares only accounts for 0.18% of the company's issued
shares, and the upper limit of the cash amount required for the repurchase
of shares only accounts for 0.09% of the company's current assets, which
does not affect the maintenance of the company's capital. We have engaged
the CPA firm, KPMG, to issue an opinion on the reasonableness of the share
repurchase price by the company.
The Regulation of repurchasing shares for the purpose to transfer them to
employees, the opinion report from the CPA firm and the Declaration letter
from the Board of Directors are enclosed as Annex 13 to Annex 15.
For other related matters, the Chairman is authorized to handle it with
full authority.
Proposed 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:N/A
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: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:the total number of shares to be repurchased above is only 0.18%
outstanding shares, and the maximum ammount of repurchase is only 0.09%
of current assets of the Company. The Company hereby declares that the
board of directors has taken into account financial situation of the
Company, and the repurchase above will not have any impact on the
maintenance of the capital of the Company.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
Kindom Development Co., Ltd. (the "Kindom") plansto buy back 1,000,000
common stock at $21~38 per share. The CPA, based upon 1st quarter of
Year 2022 audited consolidated financial report and assumed that the
total share repurchase cost is NTD38,000,000, has calculated the impact
on the relevant financial ratios: net value per share, net profit per
share, return on equity, quick ratio, current ratio, and cash flows
status before and after the shares repurchased is not significant.
To examines the reasonable of purchase price ranged from $21 to $38,
the CPA has based upon the average market share price of ten or thirty
business days before the resolution of the board of directors whichever
is higher (the "average closing price") and calculated the 70% and
150% of the average closing price is NT$18.59 and NT$45.59, accordingly.
Consequently, the CPA has considered that the price range set by the
Kindom is reasonable.
18.Other matters stipulated by the SFB:None
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