1. Board resolution date: 115/09/11 2. Purpose of share repurchase: Transfer shares to employees 3. Type of shares to be repurchased: Common shares 4. Maximum total repurchase amount (NT$): 3,336,234,084 5. Scheduled repurchase period: 115/09/11 ~ 115/11/10 6. Scheduled number of shares to be repurchased: 750,000 7. Price range for repurchase (NT$): 22.50 ~ 36.00; if the company's stock price falls below the lower limit, repurchases will continue 8. Repurchase method: Through the centralized trading market 9. Percentage of scheduled repurchased shares to total issued shares (%): 0.37 10. Cumulative number of company shares already held at time of filing (shares): 500,000 11. Company's share repurchase activities within the past five years prior to filing: (1) Actual repurchase period: 115/06/22 ~ 115/07/07; scheduled shares: 500,000; actual repurchased shares: 500,000; execution rate (%): 100.00 (2) Actual repurchase period: 114/11/11 ~ 115/01/06; scheduled shares: 1,500,000; actual repurchased shares: 1,500,000; execution rate (%): 100.00 12. Uncompleted share repurchases previously reported: None 13. Board meeting minutes on resolution to repurchase shares: Subject: Proposal to repurchase company shares for employee transfer, submitted for approval. Explanation: To motivate employees and enhance loyalty, in accordance with Article 28-2 of the Securities and Exchange Act and the 'Rules for Public Companies to Repurchase Their Own Shares,' the company proposes to repurchase its own shares as follows: (i) Purpose: Transfer shares to employees. (ii) Type of shares: Common shares. (iii) Maximum repurchase amount: NT$3,336,234,084, as permitted by law. (iv) Scheduled repurchase period: September 11, 115 to November 10, 115. (v) Number of shares to be repurchased: 750,000. (vi) Price range: NT$22.50 to NT$36.00; if the stock price falls below the lower limit, repurchases will continue. (vii) Method: Repurchase through the centralized market. (viii) The repurchased shares represent 0.37% of total issued shares, which will not affect the company's financial condition or capital maintenance. The board will issue a statement confirming no impact on capital maintenance (see attachment). (ix) Cumulative shares already held: 500,000 shares. (x) Evaluation of repurchase price reasonableness by securities underwriter (see attachment). (xi) If regulatory authorities require amendments or if there are unresolved matters, the chairman is authorized to proceed accordingly. Resolution: Approved unanimously after consultation with attending directors. 14. Transfer method under Article 10 of the 'Rules for Public Companies to Repurchase Their Own Shares': Kinyik Investment Holding Co., Ltd. Employee Share Transfer Rules Established: 115.06.18 First Amended: 115.08.13
Article 1: Purpose and Basis To motivate employees and enhance loyalty, the company establishes these rules in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities and Exchange Act and the Financial Supervisory Commission's 'Rules for Public Companies to Repurchase Their Own Shares.' Share transfers to employees shall comply with relevant laws and these rules.
Article 2: Type, Rights, and Restrictions of Transferred Shares The shares transferred to employees are common shares. Except as otherwise provided by law or these rules, their rights and obligations are identical to other outstanding common shares.
Article 3: Transfer Period The repurchased shares may be transferred to employees in one or multiple tranches within five years from the repurchase date. Any untransferred shares after this period shall be deemed unissued and subject to cancellation and registration amendment.
Article 4: Eligibility of Recipients Full-time employees of the company and its subsidiaries (defined as overseas or domestic subsidiaries where the company directly or indirectly holds over 50% of voting shares) who have been employed for at least one year before the subscription benchmark date, or who have made special contributions approved by the board, are eligible to subscribe under Article 5. Employees who resign (voluntarily or involuntarily), take leave of absence, retire, or are laid off between the subscription benchmark date and the payment deadline shall lose subscription eligibility.
Article 5: Determination of Transfer Quantity The number of shares employees may subscribe to shall be determined based on job level, tenure, performance, and special contributions. The board shall decide the final allocation, considering the total repurchased shares held and individual subscription caps. For managerial personnel, proposals must first be reviewed by the Compensation Committee before board approval. For non-managerial personnel, proposals must be reviewed by the Audit Committee before board approval.
Article 6: Transfer Procedures Procedures for transferring repurchased shares to employees: 1. Repurchase company shares within the approved period, following board resolution, public announcement, and filing. 2. The board shall determine and announce the subscription benchmark date, eligible subscription quantities, payment period, rights, and restrictions. 3. Aggregate actual subscription payments and complete share transfer registration.
Article 7: Transfer Price per Share The transfer price to employees shall be the actual average repurchase price (rounded to the nearest NT$0.1, with cents rounded to the nearest dime). If the company's issued common shares increase or decrease before transfer, the price may be adjusted proportionally. Adjusted Transfer Price = Average Repurchase Price × (Total Issued Common Shares at Completion of Repurchase / Total Issued Common Shares Before Employee Transfer)
Article 8: 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 9: Other Matters Regarding Rights and Obligations These rules take 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 Repurchase Their Own Shares': Not applicable 16. Board statement on financial condition and capital maintenance: The total number of repurchased shares represents only 0.37% of the company's issued shares, and the maximum repurchase amount accounts for only 1.05% of current assets. The board confirms that, after considering the company's financial condition, this repurchase will not affect capital maintenance. (Excerpt from Board Statement) 17. Evaluation by accountant or securities underwriter on repurchase price reasonableness: Kinyik Investment Holding Co., Ltd.'s repurchase within the proposed price range primarily results in cash outflow. While it affects financial structure, book value per share, return on equity, current ratio, and quick ratio, the overall impact on the company's financial condition is deemed reasonable. (Excerpt from Underwriter's Evaluation Report) 18. Other matters required by the Securities and Futures Bureau: None
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- Source: PR Times
- Category: News
- Dates in source: 115/09/11 / 115/11/10