Announcement of the company's temporary board of directors resolution for the third buyback of treasury shares (amendment of the scheduled buyback period)
1. Date of board resolution: 115/03/12
2. Purpose of share repurchase: to maintain company credit and shareholder rights.
3. Type of shares to be repurchased: Common shares
4. Maximum amount for share repurchase (NT$): 13,989,769,646
5. Scheduled buyback period: 115/03/13~115/05/11
6. Planned repurchase quantity (shares): 5,000,000
7. Buyback price range (NT$): 58.00~145.00. If the company's stock price falls below the lower limit of the price range, the buyback will continue.
8. Repurchase method: Buy back from the centralized trading market
9. The ratio of the planned repurchased shares to the total number of issued shares of the company (%): 1.97
10. Cumulative number of shares held in the company at the time of declaration (shares): 0
11. The situation of repurchasing company shares in the three years prior to the declaration: No repurchase.
12. Status of buyback declared but not completed: The company executed the second share buyback from June 15, 2015, to August 14, 2015, with an expected buyback of 9,000,000 shares, but actually repurchased 2,269,000 shares. Reason for not completing the buyback: To balance market mechanisms and not affect stock prices, the company adopted a phased buyback strategy based on stock price fluctuations and trading volume conditions, thus it was not completed.
13. Minutes of the Board of Directors' Resolution to Repurchase Shares: Subject: To maintain company credit and shareholder rights, a proposal to repurchase the company's shares is submitted for discussion. Explanation:
(1) To be handled in accordance with Article 28-2 of the Securities and Exchange Act and the "Regulations Governing the Repurchase of Shares by Listed Companies."
(2) Plan to repurchase the company's shares from the centralized trading market, with the following details:
The purpose of the share buyback: to maintain the company's credit and shareholder rights, and to cancel the repurchased shares.
Type of shares to be repurchased: Common shares.
The maximum amount for the share buyback: NT$13,989,770 thousand.
The scheduled buyback period: March 13, 2026, to May 12, 2026.
The planned buyback quantity: 5,000 thousand shares, accounting for 1.97% of the company's issued shares.
The buyback price range: NT$58 to NT$145 per share. When the company's stock price falls below the lower limit of the designated buyback price range, shares will continue to be repurchased.
The accumulated number of shares held in the company at the time of declaration: 0 shares.
There were no repurchases of the company's shares in the three years prior to the declaration.
The situation of buyback that has been declared but not completed: Our company executed the second share buyback from June 15, 2015, to August 14, 2015, planning to repurchase 9,000,000 shares, but actually repurchased 2,269,000 shares; the reason for not completing the execution: to balance market mechanisms without affecting stock prices, our company adopted a phased buyback strategy based on changes in stock prices and trading volume, hence it was not completed.
The method of repurchase: buy back from the centralized trading market.
(3) The share repurchase plan has considered the company's financial condition, and the repurchase of the aforementioned shares will not affect the maintenance of the company's capital. A statement from the board of directors has been issued; please refer to Attachment 1. The underwriter's assessment draft on the reasonableness of the repurchase share price is detailed in Attachment 2.
(4) If any matters related to this share buyback plan require changes as approved by the competent authority, it is proposed to authorize the chairman of the board to handle them with full authority. Resolution: After the chairman consulted all attending directors, there were no objections, and the proposal was passed as is.
14. The transfer method stipulated in Article 10 of the "Regulations for the Repurchase of Shares by Listed Companies" is not applicable.
15. The conversion or subscription method stipulated in Article 11 of the "Regulations on the Repurchase of Shares by Listed and Over-the-Counter Companies" is not applicable.
16. The board of directors has considered the company's financial condition and the statement that it will not affect the company's capital maintenance:
1. The company resolved at the 21st Sixth Extraordinary Board Meeting on March 12, 2023, with the attendance of more than two-thirds of the directors and the approval of more than half of the attending directors, to repurchase 5,000,000 shares of the company within two months from the date of declaration in the centralized trading market.
2. The total number of shares to be repurchased mentioned above accounts for only 1.97% of the company's issued shares, and the upper limit of the amount required for the repurchase accounts for only 2.30% of the company's current assets. It is hereby declared that the company's board of directors has considered the company's financial condition, and the repurchase of the above shares will not affect the maintenance of the company's capital.
3. This declaration has been approved by the aforementioned board meeting of our company, with 9 attending directors, all of whom agree to the content of this declaration.
17. The opinion of the accountant or securities underwriter on the reasonableness of the repurchase share price: The price range set for the repurchase of shares by Meilut Industrial Co., Ltd. has a legal decision-making process, and the determination of the price range and its impact on the company's financial condition are within a reasonable range, with no significant abnormalities.
18. Other matters specified by the Securities and Futures Bureau: Received notification from the competent authority to amend the announcement of the scheduled buyback period.