1. Board Resolution Date: July 3, 2024 2. Purpose of Share Buyback: To transfer shares to employees 3. Type of Shares to be Bought Back: Common Stock 4. Total Amount Limit for Share Buyback (NT dollars): 296,364,564 5. Planned Buyback Period: July 6, 2024 - September 2, 2024 6. Planned Buyback Quantity (shares): 2,000,000 7. Buyback Price Range (NT dollars): 10.64 - 24.85, the company will continue to buy back if the stock price is below the lower limit of the price range 8. Buyback Method: Buyback from the centralized trading market 9. Planned Buyback Share Ratio to Total Issued Shares (%): 1.85 10. Cumulative Number of Shares Held at the Time of Application (shares): 0 11. Share Buyback Situation in the Past Five Years: No buyback 12. Situation of Announced but Uncompleted Buyback: To balance market mechanisms and employee stock subscription willingness 13. Board Resolution on Share Buyback Meeting Minutes: The company, on July 3, 2024, passed a resolution at the board of directors meeting to buy back 2,000,000 shares of common stock of the company and transfer them to employees for subscription, in order to motivate employees and enhance their loyalty, in accordance with the "Regulations on the Purchase and Disposal of Shares by Listed Companies." 14. Transfer Method as per Article 10 of the "Regulations on the Purchase and Disposal of Shares by Listed Companies": Dalu Hotel Industry Co., Ltd. Share Buyback Transfer to Employees Method, revised on March 25, 2021, and May 11, 2023

Article 1 Purpose In order to motivate employees and enhance their loyalty, the company, in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities Exchange Law and the relevant regulations promulgated by the Financial Supervisory Commission, such as the "Regulations on the Purchase and Disposal of Shares by Listed Companies," has formulated this method for the company to buy back its common shares and transfer them to employees. The company's share buyback and transfer to employees shall be carried out in accordance with this method, in addition to the relevant legal provisions. Article 2 Type, Content, and Restrictions of Transferred Shares The shares to be transferred to employees in this instance are all common shares. Their rights and obligations, except as otherwise provided by relevant laws and this method, are the same as other common shares in circulation. Article 3 Transfer Period The shares bought back in this instance may, in accordance with the provisions of this method, be transferred to employees within five years from the date of buyback, either in a single transaction or in multiple transactions. Any portion not transferred within the period shall be deemed as unissued shares of the company and shall be handled in accordance with the law for the registration of share cancellation and amendment. Article 4 Qualifications of Transferees Employees who have been in service for at least six months prior to the stock subscription benchmark date and are still in service, or those who have made special contributions to the company and have been approved by the board of directors, shall be eligible to subscribe to shares in accordance with the subscription amount specified in Article 5 of this method. The term "employees" in this method refers to full-time employees of the company and companies directly or indirectly holding more than fifty percent of the voting shares of the same invested company (including overseas subsidiaries). However, if the transfer object resigns or takes leave during the period from the stock subscription benchmark date to the subscription payment deadline, the subscription qualification shall be forfeited. Article 5 Number of Shares Employees May Subscribe To The number of shares employees may subscribe to is determined based on standards such as the employee's position, length of service, performance appraisal, and employee contribution, and must also take into account factors such as the total amount of buyback shares held by the company at the time of the stock subscription benchmark date and the upper limit of the number of shares a single employee may subscribe to. The details are as follows: 1. The stock subscription benchmark date and the subscription payment period for each transfer operation shall be determined by the chairman of the board of directors, with the authorization of the board of directors, in accordance with the relevant regulations. 2. If an employee does not make a subscription payment during the subscription payment period, it shall be deemed as a waiver; the remaining balance of insufficient subscriptions may be subscribed to by other employees as arranged by the chairman of the board of directors. Article 6 Procedures for Transferring Shares Bought Back in This Instance to Employees: 1. In accordance with the board of directors' resolution, make a public announcement, make a report, and buy back the company's shares within the execution period. 2. The board of directors shall, in accordance with this method, determine and announce matters such as the employee stock subscription benchmark date, the standard for the number of shares employees may subscribe to, the subscription payment period, the content of rights, and restrictive conditions. 3. Statistic the actual number of shares subscribed and paid for, and handle the transfer registration of shares. Article 7 Agreed Transfer Price The transfer price for shares bought back in this instance and transferred to employees shall be based on the actual average buyback price. However, before the transfer, if the number of issued common shares of the company increases or decreases, it may be adjusted within the range of the increase or decrease in issued shares [calculated to two decimal places, rounding up]. Adjustment formula: Adjusted Transfer Price = Actual Average Buyback Price per Share × Total Number of Common Shares at the Time of Completion of Buyback of Shares by the Company ÷ Total Number of Common Shares Before Transfer of Buyback Shares to Employees by the Company Article 8 Other Matters Regarding the Rights and Obligations of the Company and Employees After the transfer of shares bought back in this instance to employees and the completion of the transfer registration, except as otherwise provided, the remaining rights and obligations shall be the same as the original shares. Shares transferred to employees as a result of the buyback shall, in accordance with the provisions of Article 167-3 of the Company Law, not be transferable by the transferee employees for one year. Article 9 Shares held in treasury to be transferred to subscribing employees shall, after paying the relevant taxes in accordance with the law, be able to handle the transfer registration. Article 10 This method shall come into effect after being resolved by the board of directors and may be amended by a resolution of the board of directors. Article 11 This method shall be reported to the general meeting of shareholders, and the same shall apply in case of amendment. 15. Conversion or Subscription Method as per Article 11 of the "Regulations on the Purchase and Disposal of Shares by Listed Companies": Not applicable 16. The board of directors has considered the company's financial situation and stated that it does not affect the maintenance of the company's capital: The board of directors of the company states that the total number of shares to be bought back this time only accounts for 1.85% of the total issued shares of the company, and the upper limit of the amount needed for the buyback only accounts for 2.62% of the company's current assets, which is insufficient to affect the company's financial situation and capital maintenance, and has issued a statement to this effect. 17. Opinions of accountants or securities underwriters on the reasonableness of the share buyback price: The company's accountant believes that the price range for Dalu Hotel's planned buyback of its common shares is reasonable. The buyback of common shares will not have a significant impact on Dalu Hotel's financial structure, net asset value per share, earnings per share, return on equity, quick ratio, current ratio, and cash flow status. 18. Other matters as required by the Securities and Futures Bureau: In accordance with the requirements of the competent authority, the Securities and Futures Bureau, the company will correct and amend the company's "Method for Transferring Shares Bought Back to Employees" at a recent board of directors meeting.

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  • Source: PR Times
  • Category: Funding