Sanyang Industry Announces Board Resolution to Repurchase Treasury Shares (Revised Employee Share Transfer Plan)

1. Board Resolution Date: 115/05/20 2. Purpose of Share Repurchase: Transfer shares to employees 3. Type of Shares to be Repurchased: Ordinary shares 4. Maximum Total Amount for Repurchase (NT$): 15,405,106,974 5. Scheduled Repurchase Period: 115/05/21 ~ 115/07/17 6. Scheduled Number of Shares to be Repurchased: 10,000,000 7. Price Range for Repurchase (NT$): 42.00 ~ 68.00; if the company's stock price falls below the lower limit, repurchase will continue 8. Repurchase Method: Through the centralized trading market 9. Percentage of Scheduled Repurchased Shares to Total Issued Shares (%): 1.28 10. Accumulated Number of Company Shares Held at Time of Filing (Shares): 10,000,000 11. Company's Share Repurchase History within the Past Five Years: - 13th Repurchase: 5,438,000 shares, already canceled - 14th Repurchase: 150,000 shares, already canceled - 15th Repurchase: 5,693,000 shares, already canceled - 16th Repurchase: 8,121,000 shares, already canceled - 17th Repurchase: 5,000,000 shares, pending cancellation - 18th Repurchase: 5,000,000 shares, pending cancellation 12. Status of Previously Announced but Uncompleted Repurchases: The company adopts a phased repurchase strategy based on stock price fluctuations and trading volume to protect shareholder rights and maintain market mechanisms, hence not fully executed. 13. Board Meeting Minutes on Share Repurchase Resolution: The proposal to repurchase 10,000,000 shares was approved at the board meeting held on May 20, 115. 14. Employee Share Transfer Plan under Article 10 of the 'Rules for Public Companies to Repurchase Their Own Shares': Article 1 Purpose: To motivate employees and enhance loyalty, this plan is established. Article 2 Basis: This plan is formulated in accordance with Article 28-2 of the Securities and Exchange Act and relevant regulations issued by the Financial Supervisory Commission, including the 'Rules for Public Companies to Repurchase Their Own Shares'. Transfers of repurchased shares to employees shall comply with relevant laws and this plan. Article 3 Type and Rights of Transferred Shares: The shares transferred to employees are ordinary shares. Except as otherwise stipulated by law or this plan, their rights and obligations are identical to other outstanding ordinary shares. Article 4 Transfer Period: Repurchased shares shall be transferred to employees, in one or multiple tranches, within five years from the repurchase date. Any untransferred shares after this period shall be canceled as required by law. Article 5 Eligibility of Recipients: Full-time employees of the company who have been employed for at least one year before the share subscription benchmark date (excluding temporary workers, technical trainees, consultants, and foreign personnel), or full-time employees recognized by the board for special contributions, are eligible to subscribe under the quantities specified in this plan. Eligibility is forfeited if the employee resigns between the benchmark date and the payment deadline. Article 5-1 Confidentiality Obligation: Eligible employees must strictly maintain confidentiality and must not inquire about or disclose others' allocated share quantities or terms. Violation will result in immediate disqualification. For those who have already subscribed, the company has the right to repurchase the shares at the original transfer price, cancel them, and impose disciplinary actions based on severity. Article 6 Employee Subscription Criteria: Subscription entitlements are determined based on service years, job level, position, performance, special contributions, and other managerial considerations. The actual eligibility and number of shares are decided by the board, considering the total repurchased shares held and individual subscription caps. Managers must first submit to the Compensation Committee for review before board approval. Non-managers must first submit to the Audit Committee. Employees who fail to pay by the deadline are deemed to have waived their rights. Unsubscribed shares will be reallocated in subsequent rounds to other eligible employees, subject to committee and board approval. Article 7 Procedures for Transferring Repurchased Shares to Employees: 1. Board resolution, public announcement, filing, and execution of share repurchase within the designated period. 2. The board shall determine and announce the employee subscription benchmark date, eligible subscription quantities, payment period, rights, and restrictions. 3. Aggregate actual paid subscription shares and complete share transfer registration. Article 8 Transfer Price per Share: The transfer price to employees shall be the actual average repurchase price. If the company's issued ordinary shares increase or decrease before transfer, the price shall be adjusted proportionally. Adjusted Transfer Price = Average Repurchase Price × (Total Ordinary Shares at Completion of Repurchase ÷ Total Ordinary Shares Before Transfer to Employees) Article 9 Rights and Obligations After Transfer: After transfer and registration, the shares shall have the same rights and obligations as existing shares, unless otherwise specified. Article 10 The company reserves the right to adjust or suspend the employee share transfer plan based on overall profitability. Article 11 This plan takes effect upon board approval and may be amended by subsequent board resolutions. Article 12 This plan was established on May 20, 92, first revised on April 16, 93, second revised on May 26, 106, third revised on May 20, 115, and fourth revised on June 16, 115. 15. Conversion or Subscription Plan under Article 11 of the 'Rules for Public Companies to Repurchase Their Own Shares': Not applicable. 16. Board Statement on Financial Condition and Capital Maintenance: The total number of repurchased shares represents only 1.28% of the company's issued shares. The maximum repurchase amount (calculated at NT$68 per share) accounts for only 1.91% of the company's latest financial statement's current assets. The board confirms that this repurchase will not affect the company's capital maintenance. 17. Auditor or Underwriter Assessment on Repurchase Price Reasonableness: According to an opinion issued by CPA Chen Tsung-Chieh of KPMG Taiwan, the planned repurchase of 10 million ordinary shares at NT$42–68 per share will not significantly impact the company's financial structure, book value per share, earnings per share, return on equity, quick ratio, current ratio, or cash flow, and the proposed price range is considered reasonable. 18. Other Matters Required by the Securities and Futures Bureau: The board resolved on June 16, 115, to amend Articles 1, 5, 5-1, 10, and 12 of the Employee Share Transfer Plan.