Announcement of the board resolution to repurchase treasury shares.
2026.01.27
Announcement of the board resolution to repurchase treasury shares.
1.Date of the board of directors resolution:2026/01/27
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 share repurchase (NTD):284,976,999
5.Scheduled period for the repurchase:2026/01/28~2026/03/27
6.No.of shares to be repurchased (shares):1,000,000
7.Repurchase price range (NTD):$45~$46, repurchase to continue
if the share price is below the minimum price.
8.Method for the repurchase:To repurchase in the open market.
9.Shares to be repurchased as a percentage of total
issued shares of the company (%):2.38%
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: Due to the stable stock price during the
implementation period, the Company did not execute the share
repurchase to protect shareholder equity, optimize capital efficiency,
and respect market mechanisms.
13.Minutes of the board of directors meeting that resolved
for the share repurchase: The board of directors of the Company
passed a resolution in the 2026/01/27 meeting to repurchase shares
on the stock exchange for a price between 45 and 65 per share.
This repurchase of common shares is subject to a maximum of NT$284,976,999.
The Company expects to repurchase 1,000,000 shares.
14.The Rules for Transfer of Shares set forth in Article
10 of the Regulations Governing Share Repurchase by
TWSE-listed and TPEx-Listed Companies:
Article 1: To incentivize employees and enhance employee commitment,
the Company has established these Regulations for the repurchase and
transfer of shares to employees in accordance with Article 28-2,
Paragraph 1, Item 1 of the Securities and Exchange Act and the
”Regulations Governing Share Buybacks by Exchange-Listed and OTC-Listed
Companies” issued by the Financial Supervisory Commission. Unless
otherwise provided by relevant laws and regulations, the transfer of
repurchased shares to employees shall be governed by these Regulations.
Article 2: Type of Shares, Rights, and Restrictions The shares to be
transferred to employees shall be common shares. Unless otherwise
provided by laws or these Regulations, the rights and obligations
of these shares shall be identical to those of other outstanding
common shares.
Article 3: Transfer Period The repurchased shares may be transferred to
employees in one or multiple tranches within five years from the date of
repurchase. Shares not transferred within this period shall be deemed
unissued shares, and the Company shall undergo amendment of registration
for cancellation in accordance with the law.
Article 4: Eligibility of Transferees Eligible participants include
full-time employees of the Company and its subsidiaries (including
overseas subsidiaries) in which the Company directly or indirectly holds
more than 50% of the voting shares, provided they are employed on the
record date for share subscription. Any transferee who resigns between
the record date and the payment deadline shall forfeit their eligibility.
Article 5: Subscription Quantities
The number of shares an employee is entitled to subscribe to shall be
determined based on their job grade, seniority, performance, and special
contributions. The Company shall also consider the total number of
repurchased shares held and the maximum subscription limit per employee.
The specific eligibility and subscription quantities shall be submitted
to the Board of Directors for resolution.
Subscription by employees who are also managers or directors shall be
reviewed by the Remuneration Committee and approved by the Board.
For non-managerial employees, subscription quantities must be approved
by the Audit Committee before being submitted to the Board for resolution.
Article 6: Procedures for Repurchase and Transfer The procedures for
transferring repurchased shares to employees are as follows:
Announce, report, and repurchase shares within the execution period
following a Board resolution.
The Board shall determine and announce the record date, subscription
standards, payment period, rights, and restrictions.
Consolidate actual subscription and payment results and process the
registration of share transfers.
Article 7: Transfer Price per Share
The transfer price shall be the average price of the actual shares
repurchased (rounded to the nearest 0.1 NTD). If the number of issued
common shares increases or decreases prior to transfer, the price may
be adjusted proportionately. Any transfer at a price lower than the
average repurchase price requires the approval of at least two-thirds
of the voting rights at a shareholders' meeting attended by shareholders
representing over half of the total issued shares.
For adjustments due to changes in issued common shares (excluding
capital reduction via treasury share cancellation), the formula is:
Adjusted Price = Original Price × (Common shares before change ÷ Common
shares after change).
Article 8: Post-Transfer Rights and Obligations Upon completion of the
transfer and registration, the rights and obligations of the shares
shall be identical to the original shares unless otherwise specified.
Article 9: Other Matters Regarding Rights and Obligations Taxes and
expenses incurred from the transfer of shares under these Regulations
shall be handled in accordance with the laws and the Company's internal
procedures at the time of transfer.
Article 10: General Provisions These Regulations shall take effect upon
approval by the Board of Directors and may be amended by a Board
resolution.
Article 11: Implementation and Reporting These Regulations, and any
subsequent amendments, shall be implemented after Board approval and
reported at the most recent shareholders' meeting.
Article 12: History of Amendments
Established on May 6, 2015.
First Amendment: November 10, 2021.
Second Amendment: January 27, 2026.
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 TWSE-listed
and TPEx-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 2.38% of
the Company's shares outstanding, and the maximum amount of repurchase
is only 7.51% 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 Mega Securities Underwrite,
the repurchase price range set by the Company is deemed reasonable
and compliant with the applicable regulations. Furthermore, it is
deemed to have no material impact on the Company's financial standing
or shareholder equity in terms of its effects on the financial structure,
net asset value per share, dividend per share, return on equity,
quick ratio, current ratio, and cash flows.
18.Any other matters stipulated by the SFB:None.
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