[JING SHUO] Announcement of the Board of Directors' Resolution to Repurchase Company Shares (Revision of "Regulations for the Transfer of Repurchased Shares to Employees for the First Time")

1. Board of Directors resolution date: 2026/03/16
2. Purpose of share repurchase: To transfer shares to employees
3. Type of shares to be repurchased: Common shares
4. Upper limit of total repurchase amount (NTD): 10,171,193,500
5. Scheduled repurchase period: 2026/03/17~2026/05/15
6. Scheduled repurchase quantity (shares): 1,200,000
7. Repurchase price range (NTD): 240.00~300.00. If the company's stock price falls below the lower limit of the range, repurchases will continue.
8. Repurchase method: Repurchase from the centralized stock exchange market
9. Ratio of scheduled repurchased shares to total issued shares (%): 1.54
10. Accumulated number of company shares held at the time of declaration (shares): 0
11. Status of company share repurchases within the five years prior to declaration: No repurchases
12. Status of declared but uncompleted share repurchases: Not applicable
13. Board of Directors resolution on share repurchase meeting minutes:
Case 1
Subject: The company's first case of repurchasing shares for transfer to employees, submitted for discussion.
Explanation:
1. To incentivize employees and enhance their loyalty, the company proposes to repurchase its own shares from the centralized stock exchange market in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities Exchange Act and the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies" issued by the Financial Supervisory Commission. The relevant matters are explained as follows:
(1) Purpose of share repurchase: To transfer to employees.
(2) Type of shares to be repurchased: The company's common shares.
(3) Upper limit of total repurchase amount: NTD 360,000 thousand (based on repurchasing 1,200,000 shares at a maximum price of NTD 300 per share).
(4) Scheduled repurchase period and quantity: From March 17, 2026, to May 15, 2026; an estimated 1,200,000 shares will be repurchased.
(5) Repurchase price range is NTD 240 to 300. However, if the company's stock price during the repurchase period is lower than the lower limit of the repurchase price range of NTD 240, repurchases will continue. Please refer to the attached underwriter's price opinion.
(6) Repurchase method: Repurchase from the centralized securities exchange market.
2. In accordance with Article 2 and Article 10 of the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies," the company's "Regulations for the Transfer of Repurchased Shares to Employees for the First Time" is hereby formulated. Please refer to the attachment.
3. After this proposal is passed, the Board of Directors will issue a "Statement that this matter does not affect the company's financial status and capital maintenance." Please refer to the attachment.
4. After this proposal is passed by the Board of Directors, if there are any other unaddressed matters, the Board of Directors will authorize the Chairman to handle them at their discretion.
Resolution: The Chairman sought opinions from all attending directors, and the proposal was unanimously approved.
14. Regulations for transfer as stipulated in Article 10 of the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies":
Jing Shuo Opticals Co., Ltd.
Regulations for the Transfer of Repurchased Shares to Employees, established on March 16, 2026 / revised on May 8, 2026
- Article 1: To incentivize employees and enhance their loyalty, the company hereby formulates these Regulations for the Transfer of Repurchased Shares to Employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities Exchange Act and relevant provisions of the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies" issued by the Financial Supervisory Commission. The company's repurchase and transfer of shares to employees shall be handled in accordance with these Regulations, except as otherwise provided by relevant laws and regulations.
- Article 2: The shares transferred to employees in this instance are common shares. Their rights and obligations are the same as other outstanding common shares, except as otherwise provided by relevant laws and these Regulations.
- Article 3: The repurchased shares may be transferred to employees in one or more installments within five years from the date of repurchase, as authorized by the Chairman, in accordance with these Regulations.
- Article 4: All full-time employees of the company and its direct or indirect subsidiaries (including overseas subsidiaries) that hold more than fifty percent of the voting shares of the same investee company, who are employed before the record date for subscription or have made special contributions and have been approved by the Board of Directors, are eligible to subscribe for shares in accordance with the subscription quota set forth in Article 5 of these Regulations.
- Article 5: The company shall determine the standard for the number of shares employees may subscribe for based on factors such as employee rank, length of service, work performance, and special contributions to the company, while also considering the total amount of repurchased shares held by the company at the record date for subscription and the upper limit of shares that a single employee may subscribe for. The actual specific subscription qualifications and quantities shall be resolved by the Board of Directors. However, for subscribers who are managers, the matter shall first be submitted to the Remuneration Committee for review before being presented to the Board of Directors for resolution; for subscribers who are not managers, the matter shall first be submitted to the Audit Committee for review before being presented to the Board of Directors for resolution.
- Article 6: Operating procedures for the transfer of repurchased shares to employees:
- I. In accordance with the resolution of the Board of Directors, the company shall announce, declare, and repurchase its shares within the execution period.
- II. The Board of Directors shall set and announce the employee subscription record date, subscription quota standards, subscription payment period, rights content, and restrictive conditions in accordance with these Regulations.
- III. Compile the actual subscribed and paid-in shares and handle the transfer and registration of shares.
- Article 7: The transfer of repurchased shares to employees shall be at the actual average repurchase price. However, if there is an increase or decrease in the company's issued common shares before the transfer, the price may be adjusted according to the ratio of the increase or decrease in issued shares.
- Adjustment formula for transfer price: Adjusted transfer price = Actual average repurchase price per share × (Total number of common shares when the company completes the share repurchase ÷ Total number of common shares before the company transfers the repurchased shares to employees)
- Article 8: After the transfer and registration of the repurchased shares to employees, their rights and obligations shall be the same as the original shares, unless otherwise stipulated.
- Article 9: If a transferee voluntarily resigns or is notified of redundancy or dismissal by the company during the period from the employee subscription record date to the subscription payment deadline, they shall lose their subscription qualification. Employees who fail to subscribe and pay by the payment deadline shall be deemed to have waived their rights; any unsubscribed balance may be offered to other employees in the next subscription operation and shall be submitted to the Audit Committee or Remuneration Committee for review before being reported to the Board of Directors for resolution, based on the subscriber's identity.
- Article 10: These Regulations shall take effect after being resolved and passed by the Board of Directors and may be revised upon resolution by the Board of Directors.
- These Regulations were established in the Republic of China 115.
Keywords: Material Information