Cheng Han-Chuang Announces Board Resolution for Second Treasury Stock Buyback

1. Board resolution date: 115/06/16 2. Purpose of share buyback: Transfer shares to employees 3. Type of shares to be bought back: Ordinary shares 4. Maximum total amount for buyback (NT$): 1,619,086,718 5. Scheduled buyback period: 115/06/17 ~ 115/08/15 6. Scheduled number of shares to be bought back: 2,000,000 7. Buyback price range (NT$): 80.00 ~ 138.00; if the company's stock price falls below the lower limit, buybacks will continue 8. Buyback method: Through the centralized trading market 9. Percentage of scheduled buyback shares to total issued shares (%): 1.95 10. Cumulative number of company shares already held at time of filing (shares): 2,000,000 11. Share buyback history within the past five years prior to filing: (1) Actual buyback period: 115/04/02 ~ 115/05/29; scheduled number: 2,000,000 shares; actual number bought back: 2,000,000 shares; execution rate (actual/scheduled): 100.00% 12. Uncompleted buybacks previously reported: None 13. Board meeting minutes on share buyback resolution: First Agenda Item Subject: Proposal for the second buyback of company shares, submitted for discussion. Explanation: 1. To boost employee morale and retain key talent, the company plans to implement a treasury stock buyback and transfer shares to employees. 2. In accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the 'Rules for Public Companies to Buy Back Their Own Shares' issued by the Financial Supervisory Commission, the following details are proposed: (1) Purpose: Transfer shares to employees. (2) Share type: Ordinary shares of the company. (3) Maximum total buyback amount: NT$1,619,086,718. (4) Scheduled buyback period and quantity: From June 17, 115 to August 15, 115, totaling 2,000,000 shares. (5) Buyback price range: NT$80 to NT$138 per share. If the company's stock price falls below the lower limit, buybacks may continue. (6) Buyback method: Through the centralized trading market. 3. The proposed buyback represents only 1.95% of the company's issued capital and will not affect the company's financial condition or capital maintenance. A declaration signed by attending directors is required when filing with the Financial Supervisory Commission. 4. Per Article 28-2, Paragraphs 6 and 8 of the Securities and Exchange Act, related enterprises of the company, or directors, managers, their spouses, minor children, or shares held under nominee arrangements, may not sell shares during the buyback period. 5. The board's resolution and execution status will be reported at the next shareholders' meeting. 6. The board authorizes the chairman to fully handle all related matters. 7. The proposal has been approved by the Audit Committee. Resolution: The chairperson confirmed unanimous consent from all attending directors, and the proposal was approved as submitted. 14. Transfer Method under Article 10 of the 'Rules for Public Companies to Buy Back Their Own Shares': Article 1: To motivate employees and enhance loyalty, the company establishes this Employee Share Transfer Plan in accordance with Article 28-2, Paragraph 1 of the Securities and Exchange Act and the 'Rules for Public Companies to Buy Back Their Own Shares' issued by the Financial Supervisory Commission. Transfers of treasury shares to employees shall follow relevant laws and these regulations. Article 2: All shares transferred to employees are ordinary shares and carry the same rights and obligations as other outstanding ordinary shares, unless otherwise specified. Article 3: Shares bought back in this round may be transferred to employees in one or multiple tranches within five years from the date of acquisition. Article 4: Employees currently employed on the subscription benchmark date, or consultants with special contributions approved by the board, are eligible to subscribe. Employees under this plan refer to full-time salaried employees of the company and its domestic or overseas subsidiaries holding over 50% voting rights. Part-time, temporary, short-term, or outsourced workers are excluded. Consultants refer to individuals with an active 'Consultant Agreement' (receiving fixed monthly fees) on the subscription benchmark date. Article 5: The number of shares each employee may receive is determined based on job level, years of service, and special contributions, considering the total treasury shares held and individual subscription limits. Final eligibility and allocation are decided by the board and cannot be delegated to the chairman. For managerial employees, prior approval from the Compensation Committee is required before board submission; for non-managerial employees, prior approval from the Audit Committee is required. Article 6: The transfer process includes: (1) Buy back shares per board resolution, announcement, and filing within the execution period. (2) The board sets and announces the subscription benchmark date, allocation criteria, payment period, rights, and restrictions. (3) Collect subscription payments and complete share transfer registration. Article 7: The transfer price to employees shall be the average acquisition price. If the company issues additional ordinary shares before transfer, the price shall be adjusted proportionally. Adjusted Transfer Price = (Average Acquisition Price × Total Issued Ordinary Shares at Filing) / Total Issued Ordinary Shares Before Transfer Article 8: After transfer and registration, the shares carry the same rights and obligations as existing shares, unless otherwise specified. Article 9: All applicable taxes must be paid before share transfer registration. Article 10: Shares bought back for employee transfer must be fully transferred within five years of acquisition. Any untransferred shares shall be deemed unissued and canceled accordingly. Article 11: This plan takes effect upon board approval and may be amended by board resolution. 15. Conversion or Subscription Method under Article 11 of the 'Rules for Public Companies to Buy Back Their Own Shares': Not applicable 16. Board Statement on Financial Condition and Capital Maintenance: 1. On June 16, 115, the 14th meeting of the 5th Board of Directors, with over two-thirds of directors present and majority approval, resolved to buy back 2,000,000 shares via the centralized market within two months of filing. 2. The total buyback represents only 1.95% of issued shares, and the maximum cost accounts for only 20.43% of current assets. The board confirms that this buyback will not affect capital maintenance. 3. This statement was approved by the same board meeting, with eight attending directors endorsing its content. 17. Evaluation by Accountant or Securities Underwriter on Buyback Price Reasonableness: According to Fubon Financial Holding Co., Ltd., the price range set for this buyback is legally justified, within reasonable financial impact, and shows no significant irregularities. 18. Other matters required by the Securities and Futures Bureau: Not applicable