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Statement
| 1.Date of the board of directors resolution:2022/07/01
2.Purpose of the share repurchase:To transfer shares to employees
3.Type of shares to be repurchased:Common shares
4.Ceiling on total monetary amount of the share repurchase (NTD):751,086,554
5.Scheduled period for the repurchase:2022/07/01~2022/08/31
6.No.of shares to be repurchased (shares):600,000
7.Repurchase price range (NTD):$30~$60, repurchase to continue if the share
price is below the minimum price.
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 (%):0.68%
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:NA
12.Status of repurchases that have been reported but not yet completed:NA
13.Minutes of the board of directors meeting that resolved for the share
repurchase:
Case 1:The Company proposes to repurchase treasury shares and transfer the
shares to employees
Explanatory note:
I. It shall be handled in accordance with Article 28-2 of the Securities and
Exchange Act and Regulations Governing Share Repurchase by Exchange-Listed
and OTC-Listed Companies.
II.For the purpose of encouraging our employees and to build cohesion among
the employees, The Company proposes to repurchase treasury shares in the
centralized securities exchange market and transfer the shares to employees.
The relevant contents are as follows:
1)Purpose of the share repurchase:To transfer shares to employees
2)Type of shares to be repurchased:Common shares
3)Ceiling on total monetary amount of the share repurchase (NTD):751,086,554
4)Scheduled period for the repurchase:2022/07/01~2022/08/31
5)No.of shares to be repurchased (shares):600,000
6)Repurchase price range (NTD):$30~$60, repurchase to continue if the share
price is below the minimum price. Appraisal or opinion by CPA or securities
underwriter about the reasonableness of the share repurchase price, please
see Attachment 1.
7)Method for the repurchase:To repurchase in the centralized securities
exchange market.
8)Shares to be repurchased as a percentage of total issued shares of the
Company (%):0.68%
9)No.of the Company's own shares held at the time of reporting (shares):0
10)Status of repurchases within three years prior to this report:NA
11)Status of repurchases that have been reported but not yet completed:NA
III.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, please see Attachment 2.
IV.Regulations Governing Share Repurchase for the Purpose of Transferring to
Employees, please see Attachment 3.
V.The chairman of the board was authorized to handle other related matters
in this case.
VI.The resolutions of the Board of Directors and status of repurchases will
be reported at the latest Shareholders Meeting.
Resolution:All attending Directors passed the resolution unanimously.
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:
Article 1
For the purpose of encouraging our employees and to build cohesion among the
employees, the Company hereby, pursuant to Article 28-2, Paragraph 1,
Subparagraph 1 of the "Securities and Exchange Act" and the "Regulations
Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies"
issued by Financial Supervisory Commission R.O.C., establishes the
"Plan of Share Repurchase and Transferring to the Employees"
(the "Plan"). Except otherwise provided in relevant laws or regulations,
all share repurchase and transferring to the employees of the Company shall
be implemented in compliance with the Plan.
Article 2
The shares to be transferred to the employees are common shares. Except as
otherwise provided in relevant laws or regulations or in the Plan, the
rights and obligations embedded thereon are the same with other common
shares of the Company.
Article 3
The repurchased shares can be transferred to employees in one time
or several times, such subscription day(s) shall be set within 5 years
from the date of share-repurchase. And capital reduction registratio for
cancellation of shares repurchased but not been transferred.
Article 4
The transfer is limited to employees of the Company and subsidiaries, both
domestic and foreign, in which the Company directly or indirectly holds more
than 50% of the voting shares. Employees who have joined the Company and
subsidiaries for one year or more before the record date of subscription, or
made special contribution to the Company and whose subscription is approved
by the Board of Directors are eligible for subscribing in accordance with
Article 5 of the Plan.
Article 5
The Board of Directors shall decide the qualifications and the acutal
number of shares to be subscribed by considering certain factors, such
as the employees' level, seniority or special contribution to the Company,
together with the number of treasury shares held by the Company as of the
record date of subscription and the maximum number of shares that can be
subscribed by an individual employee, etc. The procedure is as follows:
1)Managerial officers in the list of subscribers shall first be submitted
to the Remuneration Committee for deliberation and then submitted it to
the Board of Directors for resolution.
2)Who are not managerial officers shall first be submitted it to the Audit
Committee for deliberation and then submitted it to the Board of Directors
for resolution.
Article 6
The transfer procedure of the share repurchase plan is described as follows:
1)In accordance with the resolution of the Board of Directors, announce,
declare and repurchase the shares of the company within the execution period
2)The Board of Directors set and announce the employees' subscription date,
the standards for numbers of shares to which employees may subscribe,
the period for payment or subscriptions, rights, and limitations, etc.
3)To calculate the actual share subscription with payment received, and
transfer the shares accordingly.
Article 7
The transfer price of the repurchase shares shall be the average price of
the actual repurchase. If the number of the Company's issued and outstanding
ordinary shares increases or decreases prior to the transfer, the transfer
price shall be adjusted proportionately.
Adjustment formula of the transfer price:
Adjusted Exercise Price = the average price of the actual repurchase ×
(number of issued and outstanding common shares as of the time of
reporting repurchase shares / number of total issued and outstanding
shares before transferring the repurchase shares to the employees)
Article 8
After the repurchased shares are being transferred and registered under
employees' names, unless otherwise specified, the rights and obligations
associated with the shares are the same as the original associated with
the common shares.
Article 9
1)Failure to subscribe and make the payment for the shares before the due
date shall be deemed as giving up the right to subscribe.
2)The employees subscribing to the shares are required to settle the related
tax and fees payments before proceed with the registration of the transfer.
Article 10
The Plan shall take affect after being affirmatively resolved by the Board
of Directors and may be amended by a resolution of the Board of Directors.
The Plan and subsequent 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:NA
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 0.68% of the
Company's shares outstanding, and the maximum amount of repurchase is
only 1.06% of the Company's current assets. The Company hereby declares
that the Board of Directors has taken into account the Company's financial
standing, and the repurchase above will have no impact on the maintenance of
the Company's capital.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
According to the assessment of securities underwriter Capital Securities
Corporation, the repurchase price range set by the Company is deemed
reasonable. Furthermore, the number of shares to be repurchased and
repurchase price range are deemed to have no material impact on the
Company's financial structure, debt-paying ability and profitability.
18.Other matters stipulated by the SFB:None.
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