Sanyang Industries Announces Board Resolution to Repurchase Treasury Shares

1. Board Resolution Date: 115/07/22 2. Purpose of Share Repurchase: Transfer of shares to employees 3. Type of Shares to be Repurchased: Ordinary shares 4. Maximum Total Amount for Repurchase (NT$): 15,405,106,974 5. Scheduled Repurchase Period: 115/07/23 ~ 115/09/21 6. Scheduled Number of Shares to be Repurchased: 10,000,000 7. Price Range for Repurchase (NT$): 45.00 ~ 68.00; if the company's stock price falls below the lower limit of the price range, repurchases will continue 8. Method of Repurchase: Repurchase from the centralized trading market 9. Percentage of Scheduled Repurchased Shares to Total Issued Shares (%): 1.29 10. Cumulative Number of Company Shares Held at Time of Filing (Shares): 9,833,000 11. Company's Share Repurchase History within the Past Five Years: 14th Repurchase: 150,000 shares, already canceled 15th Repurchase: 5,693,000 shares, already canceled 16th Repurchase: 8,121,000 shares, already canceled 17th Repurchase: 5,000,000 shares, already canceled 18th Repurchase: 5,000,000 shares, already canceled 19th Repurchase: 9,833,000 shares, awaiting transfer to employees 12. Status of Previously Announced but Incomplete Repurchases: The company adopts a phased repurchase strategy based on stock price fluctuations and trading volume to protect shareholder interests and maintain market mechanisms, hence the prior repurchases were not fully executed. 13. Meeting Minutes of the Board Resolution on Share Repurchase: The case was approved by the board of directors on July 22, 115 (ROC year), resolving to repurchase 10,000,000 shares. 14. Transfer Method pursuant to Article 10 of the 'Regulations for Public Companies to Repurchase Their Own Shares': Article 1 Purpose: To motivate employees and enhance their loyalty, these regulations are hereby established. Article 2 Basis: These regulations are established in accordance with Article 28-2 of the Securities and Exchange Act and the 'Regulations for Public Companies to Repurchase Their Own Shares' issued by the Financial Supervisory Commission. The transfer of repurchased shares to employees shall be conducted in compliance with relevant laws and these regulations. Article 3 Type and Rights of Transferred Shares: The shares transferred to employees are ordinary shares. Except as otherwise stipulated by law or these regulations, their rights and obligations are identical to those of other publicly traded ordinary shares. Article 4 Transfer Period: The repurchased shares shall be transferred to employees, in one or multiple tranches, within five years from the date of repurchase. Any shares not transferred within this period shall be canceled in accordance with the law. Article 5 Eligibility of Recipients: Full-time employees of the company who have been employed for at least one year prior to the subscription benchmark date (excluding temporary workers, technical trainees, consultants, and foreign personnel), or full-time employees with special contributions approved by the board of directors, are eligible to subscribe according to the allocated subscription amounts. Employees who resign between the subscription benchmark date and the payment deadline shall forfeit their subscription eligibility. Article 5-1 Confidentiality Obligation: Eligible employees must strictly observe confidentiality and must not inquire about or disclose others' allocated subscription quantities or related conditions. Violation of this obligation will result in immediate cancellation of subscription eligibility. For employees who have already subscribed, the company has the right to repurchase the shares at the original transfer price, cancel them, and impose disciplinary actions based on the severity. Article 6 Employee Subscription Criteria: Eligible subscription units are determined based on service years, job level, position, performance evaluation, special contributions, or other managerial criteria. The actual subscription eligibility and quantity shall be determined by the board of directors, considering the total number of repurchased shares held and the per-employee subscription cap. For managerial employees, proposals must first be reviewed by the Compensation Committee and then submitted to the board. For non-managerial employees, proposals must first be reviewed by the Audit Committee and then submitted to the board. Employees who fail to make payment by the deadline will be deemed to have waived their rights. Remaining shares will be offered to other eligible employees in subsequent subscription rounds, with proposals submitted to the Audit or Compensation Committee as applicable, and then approved by the board. Article 7 Procedures for Transferring Repurchased Shares to Employees: 1. Announce, file, and execute the repurchase of company shares within the designated period as per board resolution. 2. The board shall determine and announce operational details, including the employee subscription benchmark date, eligible subscription quantities, payment period, rights, and restrictive conditions. 3. Aggregate the actual number of subscribed and paid shares and complete the share transfer registration. Article 8 Transfer Price per Share: The transfer price shall be the actual average repurchase price. However, if the company's issued ordinary shares increase or decrease prior to transfer, the price shall be adjusted proportionally. Adjusted Transfer Price = Actual Average Repurchase Price × (Total Number of Ordinary Shares Outstanding at Completion of Repurchase ÷ Total Number of Ordinary Shares Outstanding Prior to Employee Transfer) Article 9 Rights and Obligations After Transfer: After transfer and registration, the shares shall have the same rights and obligations as existing shares, unless otherwise specified. Article 10 The company reserves the right to adjust or suspend the employee share transfer program based on overall operating performance. Article 11 These regulations shall take effect upon board approval and may be revised by subsequent board resolutions. Article 12 These regulations were established on May 20, 92 (ROC year), first revised on April 16, 93 (ROC year), second revised on May 26, 106 (ROC year), third revised on May 20, 115 (ROC year), and fourth revised on June 16, 115 (ROC year). 15. Conversion or Subscription Method pursuant to Article 11 of the 'Regulations for Public Companies to Repurchase Their Own Shares': Not applicable. 16. Statement Confirming Board's Consideration of Company's Financial Condition and No Impact on Capital Maintenance: The total number of shares to be repurchased accounts for only 1.29% of the company's total issued shares. The maximum repurchase amount (calculated at NT$68 per share) represents only 1.91% of the company's most recent financial statement's current assets. The board confirms that it has fully considered the company's financial condition and that the share repurchase will not affect capital maintenance. 17. Auditor or Securities Underwriter's Assessment on the Reasonableness of the Repurchase Price: According to an opinion issued by Mr. Chen Tsung-Che, CPA of KPMG Taiwan, the company's planned repurchase of 10,000,000 ordinary shares at NT$45 to NT$68 per share will have no significant impact on the company's financial structure, book value per share, earnings per share, return on equity, quick ratio, current ratio, or cash flow. The proposed repurchase price is considered reasonable. 18. Other Matters as Required by the Financial Supervisory Commission: None.