1. Board Resolution Date: 115/06/30 2. Purpose of Share Repurchase: To maintain corporate credit and shareholder equity 3. Type of Shares to be Repurchased: Ordinary shares 4. Maximum Total Amount for Repurchase (NT$): 33,670,369,736 5. Scheduled Repurchase Period: 115/07/01 ~ 115/08/31 6. Scheduled Number of Shares to be Repurchased: 6,000,000 7. Price Range for Repurchase (NT$): 100.00 ~ 150.00; if the company's stock price falls below the lower limit of the price range, repurchases will continue 8. Method of Repurchase: Through the centralized trading market 9. Percentage of Scheduled Repurchased Shares to Total Issued Shares (%): 0.78 10. Cumulative Number of Company Shares Held at Time of Filing (Shares): 0 11. Share Repurchase History within Five Years Prior to Filing: No repurchases 12. Previously Announced but Uncompleted Share Repurchases: None 13. Meeting Minutes of Board Resolution on Share Repurchase: 1. To protect shareholder interests, the company proposes, pursuant to Article 28-2, Paragraph 1, Clause 3 of the Securities and Exchange Act and the 'Rules for Public Companies to Repurchase Their Own Shares,' to repurchase and cancel its own shares, thereby mitigating the dilution effect on shareholders caused by additional share issuance for employee bonuses. 2. The details of the proposed share repurchase are as follows: 1) Purpose: To maintain corporate credit and shareholder equity. 2) Type of shares: Ordinary shares. 3) Maximum total repurchase amount: In accordance with regulations, the maximum total repurchase amount is NT$33,670,369,736. The anticipated maximum amount for this repurchase is NT$900,000,000. 4) Scheduled repurchase period: Two months, from July 1, 115 to August 31, 115. 5) Scheduled number of shares: 6,000,000 shares, representing 0.78% of the company's total issued shares. 6) Price range: NT$100 to NT$150. If the company's stock price falls below the lower limit of the designated repurchase price range, repurchases will continue. 7) Method: Repurchase through the centralized trading market. 3. For the auditor's assessment on the reasonableness of the repurchase price, please refer to Attachment 1 (Pages 2–3). 4. The board statement is provided in Attachment 2 (Page 4). After approval by this board meeting, it will be submitted together with other relevant documents to the competent authority as required by law. 5. The detailed execution of this share repurchase program is hereby authorized to the Chairman, who shall have full authority to act in accordance with applicable laws and regulations. 6. This proposal has been reviewed by the 3rd Term, 8th Audit Committee Meeting. 7. Submitted for deliberation. Resolution: The proposal was unanimously approved by all attending directors upon confirmation by the Chair. 14. Transfer Method under Article 10 of the 'Rules for Public Companies to Repurchase Their Own Shares': Not applicable, as the purpose is to maintain corporate credit and shareholder equity. 15. Conversion or Subscription Method under Article 11 of the 'Rules for Public Companies to Repurchase Their Own Shares': Not applicable, for the same reason. 16. Board Statement on Financial Condition and No Impact on Capital Maintenance: 1. The company's 15th Term, 7th Board Meeting held on June 30, 115, passed a resolution with more than two-thirds of directors present and over half of the attending directors in agreement, to repurchase 6,000,000 shares of its own stock on the centralized trading market (securities dealers' premises) within two months from the filing date. 2. The total number of shares to be repurchased represents only 0.78% of the company's total issued shares, and the maximum amount required accounts for only 6.26% of the company's current assets. The board declares that, having considered the company's financial condition, this share repurchase will not affect the maintenance of the company's capital. 3. This statement has been approved in the same board meeting, with all eight attending directors agreeing to its content. This is hereby declared. 17. Auditor or Underwriter's Assessment on the Reasonableness of the Repurchase Price: The Kuang Hsin Yi Chun United CPA Firm assessed that the proposed repurchase price range of NT$100 to NT$150 for Chicony Electronics' shares falls within the reasonable range of NT$72.80 to NT$190.40 as defined in the 'Compilation of Q&A on Treasury Shares' issued by the Securities and Futures Bureau of the Financial Supervisory Commission. 18. Other Matters Required by the Securities and Futures Bureau: None
FACT BOX
- Source: PR Times
- Category: News
- Dates in source: 115/06/30 / 115/07/01