1. Date of Board Resolution: 115/06/10 2. Purpose of Share Buyback: Transfer of shares to employees 3. Type of Shares to be Bought Back: Common shares 4. Upper Limit of Total Amount for Share Buyback (NT$): 2,245,146,348 5. Scheduled Period for Share Buyback: 115/06/10 ~ 115/08/09 6. Scheduled Number of Shares to be Bought Back (shares): 1,000,000 7. Price Range for Buyback (NT$): 10.89 ~ 24.23. If the company's stock price falls below the lower limit of the range, the buyback will continue. 8. Method of Buyback: Through the centralized securities exchange market 9. Percentage of Scheduled Buyback Shares to Total Issued Shares (%): 1.25 10. Accumulated Number of Company Shares Held at the Time of Declaration (shares): 380,000 11. Details of Share Buybacks within Five Years Prior to Declaration: (1) Actual Buyback Period: 110/07/22 ~ 110/08/09, Scheduled Buyback Shares (shares): 750,000, Actual Shares Bought Back (shares): 380,000, Execution Status (% of scheduled shares bought back): 51.00 12. Status of Declared but Uncompleted Buybacks: To balance market mechanisms and avoid impacting stock prices, the company adopted a phased buyback strategy based on stock price fluctuations and trading volume, which resulted in incomplete execution. 13. Minutes of the Board Meeting Resolving the Share Buyback: Minutes of the 13th meeting of the 7th Board of Directors held on June 10, 115: The Board of Directors resolved to buy back treasury shares. 14. Transfer Method as Stipulated in Article 10 of the "Regulations Governing Share Buybacks by Listed and OTC Companies": Article 1: Purpose To incentivize employees and enhance their loyalty, the company hereby establishes the "Employee Share Transfer Method for Treasury Shares Bought Back by the Company" in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities Transaction Act and relevant regulations issued by the Financial Supervisory Commission. The transfer of treasury shares bought back by the company 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 buyback are common shares. Their rights and obligations shall be the same as other outstanding common shares, unless otherwise stipulated by relevant laws and regulations or this Method.
Article 3: Transfer Period The treasury shares bought back may be transferred to employees, in whole or in part, within five years from the date of buyback, in accordance with this Method.
Article 4: Eligibility of Recipients Employees of the company and employees of controlled or subsidiary companies (including overseas subsidiaries) who are in full-time regular positions as of the share subscription record date are eligible to subscribe for shares according to the subscription amount set forth in Article 5 of this Method. Employees who resign between the share subscription record date and the payment deadline shall forfeit their subscription eligibility.
Article 5: Number of Shares Employees May Subscribe For The company shall determine the number of shares employees are eligible to receive based on criteria such as employee rank, years of service, work performance, special contributions to the company, and future development potential, while also considering the total number of treasury shares held by the company on the record date and the upper limit for individual employee subscriptions. The actual eligibility and subscription quantity shall be resolved by the Board of Directors and cannot be authorized to the Chairman. However, if the employee to whom shares are transferred holds a managerial position, the matter must be submitted to the Board of Directors for resolution after obtaining the approval of the Remuneration Committee. If the employee is not in a managerial position, the matter must be submitted to the Board of Directors for resolution after obtaining the approval of the Audit Committee.
Article 6: Transfer Procedures The procedures for transferring the treasury shares bought back to employees are as follows: I. Following the resolution of the Board of Directors, announce, file, and execute the buyback of the company's shares within the specified period. II. The Board of Directors shall establish and announce the employee share subscription record date, criteria for subscription quantities, payment period, rights, and restrictive conditions in accordance with this Method. III. Tally the actual subscribed and paid-for shares and process the stock transfer registration.
Article 7: Agreed Price Per Share for Transfer The treasury shares bought back shall be transferred to employees at the average price at which they were actually bought back. However, if the number of issued common shares of the company increases or decreases before the transfer, the transfer price may be adjusted proportionally.
Article 8: Rights and Obligations After Transfer I. After the treasury shares bought back are transferred to employees and the transfer registration is completed, their rights and obligations shall be the same as those of existing shares, unless otherwise stipulated. II. The treasury shares bought back and transferred to employees may be subject to a restriction on transfer for up to two years for the recipient employees, in accordance with Article 167-3 of the Company Act.
Article 9: Implementation and Revision I. This Method shall become effective upon resolution and approval by the Board of Directors and may be revised by resolution of the Board of Directors. II. The Board of Directors' resolution and execution status regarding the transfer of shares to employees shall be reported at the next shareholders' meeting. The same applies if shares are not bought back for any reason. 15. Method for Conversion or Subscription as Stipulated in Article 11 of the "Regulations Governing Share Buybacks by Listed and OTC Companies": Not applicable. 16. Statement by the Board of Directors Considering the Company's Financial Condition and Confirming No Impact on Capital Maintenance: At the 13th meeting of the 7th Board of Directors held on June 10, 115, with the attendance of more than two-thirds of the directors and the approval of more than half of the attending directors, it was resolved to buy back 1,000 thousand shares of the company's stock in the centralized securities market (securities firm's place of business) within two months from the declaration date. II. The total number of shares to be bought back represents only 1.25% of the company's issued shares, and the upper limit of the amount required for the buyback represents only 0.79% of the company's current assets. We hereby declare that the Board of Directors has considered the company's financial condition, and the buyback of these shares will not affect the maintenance of the company's capital. III. This statement has been approved by the aforementioned Board of Directors meeting of the company. Nine attending directors have agreed to the content of this statement. 17. Opinion from an Accountant or Securities Underwriter on the Reasonableness of the Buyback Price: Evaluation Opinion from Taishin Securities Co., Ltd.: The buyback price range for Mei Zhe International Co., Ltd. falls within the calculated scope stipulated by regulations. The determination of the price range is deemed reasonable and will not have a significant impact on the company's financial standing. 18. Other Matters Stipulated by the Securities and Futures Bureau: None. Keywords: Material Information
FACT BOX
- Source: PR Times
- Category: Corporate Actions
- Dates in source: 115/06/10 / 115/08/09
- Products / services: Treasury Stock Buyback / Employee Stock Transfer