Announcement

No. 1 Date 2020/03/24 Time 16:57:19
Spokesman   Job title   Phone  
Conformity with the provisions paragraph 35 Occurrence date 2020-03-23
Subject The Board of Directors resolved to buy back the Company's common stocks(supplement of meeting minutes)
Explanation

1.Date of the board of directors resolution:2020/03/23

 

2.Purpose of the share repurchase:To maintain the Company's credit and shareholders' rights and interests

 

3.Type of shares to be repurchased:Common stocks

 

4.Ceiling on total monetary amount of the share repurchase:9,183,154,404

 

5.Scheduled period for the repurchase:2020/03/24~2020/05/22

 

6.Number of shares to be repurchased:10,000,000

 

7.Repurchase price range:NT$40.00 to NT$60.00 per share

 

8.Method for the repurchase:To buy back shares from Taiwan Stock Exchange

 

9.Ratio of the shares to be repurchased to total issued shares of the Company:3.41%

 

10.Number of the Company’s own shares held at the time of reporting:0

 

11.Status of repurchases within three years prior to the time of reporting:N/A

 

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:
Item: 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 shares for maintaining the Company's credit and shareholders' rights and interests and cancel the registration of such shares. Please proceed to discuss. Content:
(1)The repurchase will be done so in the manner required by Article 28-2 of the Securities and Exchange Act and Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies.

(2)To maintain the Company's credit and shareholders' rights and interests, the financial state of the company was considered and that the maintenance of its capital would not be affected by the repurchase.
The following related matters are proposed for this repurchase:
(a)Purpose of the repurchase: Such repurchase is proposed and arranged for the cancellation of shares for the Company's credit and shareholders' rights and interests.
(b)Types of shares to be repurchased: the Company’s common shares
(c)Statutory ceiling on total monetary amount of the repurchase:
NT$9,183,154,404. Ceiling on total monetary amount of this repurchase proposal:NT$600,000,000
(d)Planned period for the repurchase:2020/03/24~2020/05/22
(e)Planned number of shares to be repurchased:10,000 thousand shares, which constitutes 3.41% of the issued outstanding common shares.
(f)Price range of the shares to be repurchased:
From NT$40.00 to NT$60.00, provided that repurchasing will be carried out even if the share price is lower than the above price range.
(g)Method for the repurchase:To buy back shares from Taiwan Stock Exchange. Total number of common shares to be repurchased constitutes 3.41% of the issued outstanding common shares and cash needed for such repurchase constitutes 4.59% of current assets. The financial state of the Company was considered and that the maintenance of its capital would not be affected by the repurchase.
(h)Appraisal by a securities underwriter of the reasonableness of the price of the shares to be repurchased is as attached.
(i)If this repurchase is amended by the competent authority or there are outstanding matters, the Chairman will be authorized to handle it in accordance with regulations.

(3)The proposal is submitted for discussion and resolution.
Resolution: This Proposal has been approved unanimously by the Directors presented.

 

14.The rules for transfer of shares set forth in Article 10 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:N/A

 

15.The rules for conversion or subscription of shares set forth in Article 11 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:N/A

 

16.Declaration that the financial state of the Company has been considered by the board of directors and that its capital maintenance will not be affected:
1. The Company will repurchase, through a majority vote at the Board meeting of the Board of Directors attended by at least a two-thirds directors on 2020/3/23, 10,000,000 shares at Taiwan Stock Exchange market from 2020/3/24 to 2020/5/22.
2. Total number of common shares to be repurchased constitutes 3.41% of the issued outstanding common shares and cash needed for such repurchase constitutes 4.59% of current assets. The financial status of the Company was considered at the meeting of the Board of Directors; it is concluded that the maintenance of Company’s capital would not be affected by the repurchase.
3. This Declaration has been approved unanimously by all the directors presented (nine) at this board meeting.

 

17.Appraisal by a CPA or securities underwriter of the reasonableness of the share repurchase price:
According to the underwriter's calculations, the repurchase price from NT$40.00 to NT$60.00 per share is reasonable.In addition to causing cash outflow, there is no significant impacts on the Company's financial structure, book value per share, earnings per share, return on equity, current ratio and quick ratio.

 

18.Other particular specified by the Securities and Futures Bureau:N/A