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Statement
| 1.Date of the board of directors resolution:2022/07/08
2.Purpose of the share repurchase:Transfer company stock to employees.
3.Type of shares to be repurchased:Common shares.
4.Ceiling on total monetary amount of the share repurchase (NTD):
NT$10,821,450,710
5.Scheduled period for the repurchase:2022/07/11~2022/09/09
6.No.of shares to be repurchased (shares):6,000,000 shares.
7.Repurchase price range (NTD):NT$11.60-NT$24.00 per share.
Will still execute the repurchase should the price fall below the lower
limit.
8.Method for the repurchase:
To repurchase shares from Taiwan Stock Exchange.
9.Shares to be repurchased as a percentage of total issued shares of the
Company (%):0.47%
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:N/A
13.Minutes of the board of directors meeting that resolved for the share
repurchase:The minutes of the interim board meeting.
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:
Measures of Longchen Paper&Packaging Co., Ltd. to buy back shares and
transfer employees
Article 1
In order to motivate employees and enhance their centripetal force, the
company has made compliance with Article 28-2, Subparagraph 1,
Subparagraph 1 of the Securities and Exchange Act and the Financial
Supervisory Regulations of the Executive Yuan.
According to the relevant regulations such as the "Measures for the
Repurchase of the Company's Shares by Listed OTC Companies" issued by the
Management Committee, it is stipulated that the company's repurchase of
shares to transfer employees
Method. The company repurchases shares and transfers them to employees,
in addition to the provisions of relevant laws and regulations, it shall
be handled in accordance with the provisions of these Measures.
Article 2
The shares transferred to the employees this time are ordinary shares, and
their rights and obligations are in addition to other tradable shares
unless otherwise stipulated by relevant laws and regulations.
Common stock is the same.
Article 3
The shares repurchased this time may be transferred to employees in one or
several installments within five years from the date of repurchasing the
shares in accordance with the provisions of these Measures;
Years without transferring the shares cancelled in accordance with laws and
regulations.
Article 4
For those who have worked for one month before the stock subscription base
date or have made special contributions to the company, the company and its
domestic and foreign subsidiaries have been submitted to the board of
directors for approval.
Limited to full-time employees, who may be eligible for subscription in
accordance with the subscription amount specified in Article 5 of these
Regulations.
Domestic and foreign subsidiaries refer to the company directly or
indirectly holding more than 50% of the voting shares of the invested
company, or although not more than 50%,
However, it has reached 20%, and it is in line with the Financial Accounting
Standards Bulletin No. 5 and No. 7 set by the Accounting Research and
Development Foundation of the Republic of China.
One of the following circumstances is required, and the most recent
consolidated financial report that has been audited, certified or reviewed
by an accountant has been included in the preparer at the time of issuance:
1.The ability to hold more than half of the voting shares as agreed with
other investors.
2.The company's financial, operational and personnel policies can be
controlled by decree or contract.
3.The right to appoint and remove more than half of the main members of the
board of directors, and the control of the company is controlled by the
board of directors.
4.The right to dominate more than half of the voting rights of the board of
directors, and the control of the company is controlled by the board of
directors.
Article 5
The number of shares that employees can subscribe for is the upper limit
based on the total number of shares actually bought back.
The number of shares that each employee can subscribe for each time is
determined by the human resources unit based on factors such as the
employee's position, seniority, performance appraisal, and contribution
performance.
The number of shares that employees can receive shall be listed and
submitted to the board of directors for approval.
Article 6
The operating procedures for the repurchase of shares and transfer to
employees:
1.The resolutions of the board of directors shall be announced, reported
and repurchased of the company's shares within the execution period.
2.The board of directors shall formulate and announce the base date for
employee stock subscription, the standard for the number of shares that
can be subscribed, the subscription payment period, and the content of
rights in accordance with these Measures.and restrictions, etc.
3.Count the actual number of paid-up shares subscribed, and handle the
stock transfer registration.
Article 7
The repurchased shares are transferred to employees, and the average price
of the actual repurchase is the transfer price.
Article 8
After the repurchased shares are transferred to the employees and the
transfer registration is completed, the remaining rights and obligations
are the same as the original shares unless otherwise specified.
Article 9
These Measures shall become effective after being passed by the resolution
of the board of directors, and may be revised upon the resolution of the
board of directors.
Article 10
These Measures shall be submitted to the report of the shareholders'
meeting,and the same shall apply to revisions.
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:
Statement of the Board of Directors of Longchen P&P
1.It has been approved by more than two-thirds of the directors present and
with the consent of more than one-half of the directors present at the 11th
board of directors of the 15rd on July 8,2022. Purchase 6,000,000 shares of
Longchen stock on the Taiwan Stock Exchange within two months from the
filing date.
2.The total number of shares purchased above only accounts for 0.47% of the
issued share capital, and the upper limit of the amount of shares purchased
is only 0.56% of the current assets.
It is hereby stated that the board of directors has considered the financial
situation and the above purchase of shares does not affect the maintenance
of the capital.
3.This statement has been approved by the company at the 11th board of
directors of 15rd above.
All 9 directors present agreed to the contents of this statement and made
this statement.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
After calculation and analysis, the upper and lower limit of the price of
the treasury shares purchased by Longchen Company should be between
NT$10.78~26.07.
The range price of the treasury shares purchased by Longchen Company is
expected to be NT$11.60~24.00 per share.
Longchen Company's repurchase price of treasury shares is expected to be
NT$11.60~24.00 per share, and the lower limit of the repurchase price is
not lower than 70% of the closing price on the day of the resolution of
the board of directors (NT$10.78 per share), and the upper limit of the
repurchase price is not higher than 150% of the average closing price of
the ten business days or thirty business days prior to the resolution of
the board of directors (whichever is higher) ( NT$26.07 per share), and
In addition to affecting the cash flow, the repurchase of treasury shares
by Rongcheng Company has no significant impact on the company's financial
status. Therefore, it is believed that the price range at which Rongcheng
Company plans to repurchase treasury shares this time is reasonable.
18.Other matters stipulated by the SFB:None.
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