Hongde Energy: Announcement of Board Resolution to Repurchase Treasury Stock

Hongde Energy's board of directors has resolved to implement a treasury stock program, planning to repurchase 3 million shares with an upper limit of approximately NT$435 million, intended for transfer to employees.
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  • 📰 Published: April 7, 2026 at 09:00
  • 🔍 Collected: April 8, 2026 at 08:00 (23h 0m after Published)
  • 🤖 AI Analyzed: April 19, 2026 at 03:09 (259h 9m after Collected)
1. Date of Board Resolution: 115/04/07
2. Purpose of Repurchase: Transfer to employees
3. Type of Shares to be Repurchased: Common stock
4. Upper Limit of Total Amount for Repurchase (NT$): 7,918,880,653
5. Planned Repurchase Period: 115/04/08 ~ 115/06/07
6. Planned Quantity of Repurchase (Shares): 3,000,000
7. Repurchase Price Range (NT$): 65.00 ~ 145.00. If the company's stock price falls below the lower limit of the range, repurchase will continue.
8. Method of Repurchase: Buyback from the centralized securities trading market.
9. Percentage of Repurchased Shares to Total Outstanding Shares: 2.10%
10. Cumulative Number of Company Shares Held at Time of Filing (Shares): 0
11. Circumstances of Company Share Repurchases within Three Years Prior to Filing:
No previous repurchases.
12. Status of Filed Repurchases Not Yet Fully Executed:
Initial filing.
13. Minutes of Board Resolution for Repurchase:
The company's fifth board of directors, thirteenth meeting, resolved to approve the first repurchase of the company's shares.
Subject: First repurchase of company shares.
Explanation:
1. In accordance with Article 28-2 of the Securities Transaction Act and the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies," etc.
2. Relevant matters regarding the proposed share repurchase are set as follows:
(1) Purpose of repurchasing shares: Transfer to employees.
(2) Type of shares to be repurchased: Company's common stock.
(3) Upper limit of total amount for repurchasing shares: According to legal regulations, the upper limit of the total amount for repurchasing shares shall not exceed NT$7,918,881,000. The upper limit of the amount required for this repurchase is NT$435,000,000.
(4) Planned period and quantity for repurchase: Repurchase 3,000,000 shares from April 8, 115, to June 7, 115.
(5) Price range for repurchase: Between NT$65 and NT$145 per share. However, if the company's stock price falls below the lower limit of the repurchase price range, the repurchase of company shares will continue.
(6) Method of repurchase: Buyback from the centralized securities trading market.
3. For the company's "Employee Share Transfer Method for Repurchased Shares," please refer to Attachment I.
4. This matter has been entrusted to Yuanta Securities Co., Ltd. to issue a reasonable assessment opinion on the repurchase price of shares.
5. The total number of shares intended to be repurchased accounts for only 2.10% of the company's total issued shares. The funds required for repurchasing shares constitute only 3.81% of the company's liquid assets. Therefore, this repurchase of company shares has considered the company's financial condition and is not insufficient to affect the maintenance of the company's capital. The board of directors has issued a statement, please refer to Attachment II.
6. Any matters not covered above, or any revisions required by regulatory authorities or upon evaluation, are authorized to be handled by the Chairman, and will be reported to the most recent board meeting. Subsequently, in accordance with Article 28-2, Paragraph 7 of the Securities Transaction Act, the resolution of the board of directors regarding the repurchase of shares and the actual implementation status shall be reported to the most recent shareholders' meeting.
7. This matter has been approved by the resolution of the Audit Committee on April 7, 115, and is hereby submitted for discussion.
Resolution: Passed unanimously by all attending directors without objection.
14. "Regulations Governing the Repurchase of Shares by Listed and OTC Companies," Article 10, regarding the transfer method:
Hongde Energy Technology Co., Ltd.
Employee Share Transfer Method for Repurchased Shares
Article 1: Purpose of Issuance
To incentivize employees and enhance employee loyalty, in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities Transaction Act and the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies" issued by the Financial Supervisory Commission, etc., this employee share transfer method for repurchased shares is established. The repurchase and transfer of shares to employees shall be handled in accordance with this method, except as otherwise provided by relevant laws and regulations.
Article 2: Type, Rights, and Restrictions of Shares to be Transferred
The shares to be transferred to employees in this instance are common stock. Their rights and obligations shall be the same as other common shares in circulation, except as otherwise stipulated by relevant laws and regulations and this method.
Article 3: Transfer Period
The repurchased shares may be transferred to employees, either once or in installments, within 5 years from the date of repurchase, in accordance with the provisions of this method.
Article 4: Eligibility of Recipients and Number of Shares Each Employee May Subscribe For
(1) Full-time employees of the company and its domestic or foreign controlled or subsidiary companies (as defined by the Financial Supervisory Commission's official interpretation dated December 27, 107, Jin Guan Zheng Fa Zi No. 1070121068) who have completed one year of service before the subscription record date or have made special contributions to the company and have been approved by the board of directors may subscribe for shares according to the subscription amount stipulated in Article 4(2) of this method.
(2) The actual employees eligible for subscription and the number of shares they may subscribe for will be determined by a distribution standard that considers factors such as years of service, position, work performance, overall contribution, special merits, or other management considerations. It must also take into account the total number of repurchased shares held by the company at the subscription record date and the upper limit on shares subscribed by a single employee. This will be determined by the Chairman and approved by the board of directors. However, employees with managerial positions or directors with employee status must first obtain the approval of the company's Compensation Committee and then be submitted to the company's board of directors for resolution. Employees without managerial status must first obtain the approval of the company's Audit Committee and then be submitted to the company's board of directors for resolution.
Article 5: Transfer Procedures
The procedures for transferring repurchased shares to employees in this instance are as follows:
(1) Announce and file for the repurchase of company shares within the execution period, in accordance with the board of directors' resolution.
(2) The board of directors shall establish and announce the employee subscription record date, standards for subscription quantities, payment period, rights, and restrictive conditions, etc., in accordance with this method.
(3) Tally the actual subscribed and paid-for shares, and process the stock transfer and change of registration.
Article 6: Agreed Price Per Share for Transfer
The price for transferring repurchased shares to employees shall be the average repurchase price. However, before the transfer, if the company's issued common stock increases or decreases, it may be adjusted proportionally to the increase or decrease in issued shares.
(1) If the company's issued common stock increases (including cash capital increase, retained earnings capitalization, capital reserve capitalization, employee bonus capitalization, convertible bonds, company mergers, stock splits, or participation in overseas issuance of shares from cash capital increase).