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Statement
| 1.Date of the board of directors resolution: 2022/06/07
2.Purpose of the share repurchase: Transfer to employees
3.Type of shares to be repurchased: Common Stocks
4.Ceiling on total monetary amount of the share repurchase (NTD):2,481,912,000
5.Scheduled period for the repurchase: 2022/06/09~2022/08/05
6.No.of shares to be repurchased (shares): 1,540,000
7.Repurchase price range (NTD): 90.00~165.00. If the price under the range,
the company will continue to repurchase the common stocks.
8.Method for the repurchase: To buy back shares from Taiwan Stock Exchange
9.Shares to be repurchased as a percentage of total issued shares of the
Company (%): 2.00
10.Cumulative no.of the Company's own shares held at the time of reporting
(shares): 1,511,000
11.Status of repurchases within three years prior to the time of reporting:
Real repurchased period: 2021/02/02~2021/03/25; Number of scheduled shares
to be repurchased: 3,850,000; Real number of shares repurchased:
2,049,000; Execution Condition (The ratio of real number of shares be
repurchased to the scheduled shares be repurchased): 53.00 %
12.Status of repurchases that have been reported but not yet completed:
The first time repurchased shares for those have been reported: 3,850,000
The real repurchased shares: 3,723,000
The reason for execution not finished: In order to maintain shareholders'
equity and keep market function, the company will execute by the situation
of stock price variation and stock trade volume.
The second time repurchased shares for those have been reported: 3,850,000
The real repurchased shares: 2,049,000
The reason for execution not finished: The company will repurchase shares
seperately within the stock price zone based on price variation. In order
to consider employees' repurchasing desire and the efficiency of capital
utilize, also need to keep market function not influencing stock price,
the status of repurchases not yet completed.
13.Minutes of the board of directors meeting that resolved for the share
repurchase:
Item 1：The 3rd time to repurchase the company's stocks content:
I.According to Article 28-2 of the Securities and Exchange Act
and "Regulations Governing Share Repurchase by Exchange-Listed
and OTC-Listed Companies", the Company will repurchase the company's
shares for encouraging and taking care of employees. The following
related matters are proposed for this repurchase:
(1) Purpose of the share repurchase: Transfer to employees
(2) Scheduled period for the repurchase: 2022/06/09~2022/08/05
(3) Number of shares to be repurchased: 1,540,000
(4) Repurchase price range: Between NT$90.00 and NT$165.00 per share.
If the stock price under the range, the company will continue to
repurchase the common stocks.
II.The guidelines for"The Third Time of Repurchase of Shares for
Employees"refer to appendix 1.
III.According to Article 2 of "Regulations Governing Share Repurchase
by Exchange-Listed and OTC-Listed Companies", the Declaration refer
to appendix 2.
IV.Other matters which are related to Item 1 will be processed by
the president who is authorized by the board of directors.
Resolution: All directors approved.
14.The Rules for Transfer of Shares set forth in Article 10 of the
Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed
Companies: Yes
15.The Rules for Conversion of Shares or the Rules for Subscription of
Shares set forth in Article 11 of the Regulations Governing Share Repurchase
by Exchange-Listed and OTC-Listed Companies: NA
16.Declaration that the financial status of the Company has been considered
by the board of directors, and that its capital maintenance will not be
affected:
The Declaration of the Board of Wowprime Corporation
I. Through a majority vote at the 1st Special Board Meeting attended
by at least two-thirds directors on 2022/06/07, The Company will
repurchase 1,540,000 shares at Taiwan Stock Exchange market from
2022/06/09~2022/08/05.
II.The total number of repurchased stocks constitutes 2.00% of the
issued shares and the ceiling on total monetary amount of the share
repurchase is 4.04% of the current assets. The financial status of the
Company was considered by the Board and this repurchase would not
affect the maintenance of the Company's capital.
III.The Declaration has been approved unanimously by the Board,
all the directors in attendance agree with the content of Declaration.
17.Appraisal or opinion by a CPA or securities underwriter about the
reasonableness of the share repurchase price:
If repurchase price between NT$ 90.00 and NT$ 165.00 per share will not
have significant influence on the company's financial structure,
book value per share, earnings per share, return on equity, quick ratio,
current ratio and cash flow. Besides, the total amount of shares
repurchasing this time is expected to be up to NT$254,100,000 with
the stock price NT$165 for per share. According to the company's
financial report reviewed by accountants of 2022 Q1, the Retained Earnings
is NT$805,227,000, plus the Additional Paid In Capital NT$ 1,791,402,000
with premium stocks, and minus Special Reserve with NT$ 114,717,000,
the total amount will be NT$ 2,481,912,000, which is the ceiling of the
total amount of shares that can be repurchased. The amount is not over
the stipulation in the "Regulations Governing Share Repurchase by
Exchange-Listed and OTC-Listed Companies" after calculation. Therefore,
the price for repurchasing stock is in reasonable.
18.Other matters stipulated by the SFB: None
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