1. Board Resolution Date: 115/08/04 2. Purpose of Share Repurchase: Transfer shares to employees 3. Type of Shares to be Repurchased: Common Stock 4. Maximum Total Amount for Repurchase (NT$): 199,518,938 5. Scheduled Repurchase Period: 115/08/05 ~ 115/10/02 6. Scheduled Number of Shares to be Repurchased: 400,000 7. Repurchase Price Range (NT$): 57.00 ~ 122.00; if the company's stock price falls below the lower limit of the price range, repurchases will continue 8. Repurchase Method: Repurchase from the centralized trading market 9. Percentage of Scheduled Repurchased Shares to Total Issued Shares (%): 1.19 10. Cumulative Number of Shares Held by the Company at Time of Filing (Shares): 665,000 11. Company's Share Repurchase History within the Past Five Years: (1) Actual Repurchase Period: 115/05/12 ~ 115/07/03; Scheduled Number of Shares: 665,000; Actual Number of Shares Repurchased: 665,000; Execution Rate (Actual Repurchased / Scheduled Repurchase %): 100.00 12. Status of Previously Announced but Incomplete Buybacks: None 13. Board Meeting Minutes on Share Repurchase Resolution: The company's board of directors resolved on August 4, 115 (2026), to repurchase 400,000 shares. 14. Transfer Method pursuant to Article 10 of the 'Regulations for Listed and OTC Companies to Repurchase Their Own Shares': Article 10 of the 'Regulations for Listed and OTC Companies to Repurchase Their Own Shares': Aogi Cyber Technology Co., Ltd. First Share Repurchase Employee Transfer Rules Article 1: In order to motivate employees and enhance employee loyalty, the company establishes these rules for transferring repurchased shares to employees, in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities and Exchange Act and the 'Regulations for Listed and OTC Companies to Repurchase Their Own Shares' issued by the Financial Supervisory Commission. The transfer of repurchased shares to employees shall be conducted in accordance with relevant laws and these rules. Article 2: The shares to be transferred to employees in this instance are common shares. Except as otherwise stipulated by law or these rules, their rights and obligations are identical to those of other outstanding common shares. Article 3: The shares repurchased in this instance may be transferred to employees, in one or multiple tranches, within five years from the date of repurchase. Article 4: Full-time employees of the company and its subsidiaries (a 'subsidiary' refers to a company in which the company directly or indirectly holds more than 50% of the voting shares) who have been employed for at least six months prior to the subscription benchmark date, or who have made special contributions approved by the board of directors, shall be eligible to subscribe according to the subscription quantities specified in Article 5. Individuals who voluntarily resign (or take unpaid leave), are laid off, or are terminated by the company during the period from the subscription benchmark date to the subscription payment deadline shall lose their subscription eligibility. Employees who fail to subscribe and pay by the payment deadline shall be deemed to have waived their rights. Any remaining unsubscribed shares may be offered to other employees in the next subscription round, subject to review by the Audit Committee or the Compensation Committee based on the subscriber's status, and then submitted to the board for resolution. Article 5: The number of shares each employee may receive shall be determined based on job level, years of service, individual performance, and special contributions to the company. The specific eligibility and subscription quantities shall be determined by the board of directors and may not be delegated to the chairman. However, if the transferee is a managerial officer, the proposal must first be approved by the Compensation Committee before being submitted to the board for resolution. If the transferee is not a managerial officer, the proposal must first be approved by the Audit Committee before being submitted to the board for resolution. Article 6: Procedures for transferring repurchased shares to employees: 1. Repurchase the company's shares from the centralized market within the execution period, following board resolution, announcement, and filing. 2. The board of directors shall determine and announce operational details such as the employee subscription benchmark date, eligible subscription quantities, subscription payment period, rights, and restrictions. 3. Aggregate the actual number of subscribed and paid shares and complete the share transfer and registration. Article 7: The transfer price for repurchased shares to employees shall be based on the actual average repurchase price, with the addition of funding costs. If there is an increase (or decrease) in the company's issued common shares prior to transfer, the transfer price may be adjusted proportionally. The transfer price shall be calculated to the first decimal place, with rounding to the nearest value. Funding costs shall be based on the Taiwan Bank's one-year large-denomination time deposit floating interest rate. Transfer Price Adjustment Formula: Adjusted Transfer Price = Average Actual Repurchase Price per Share × (Total Number of Common Shares at Completion of Repurchase ÷ Total Number of Common Shares Prior to Employee Transfer) Article 8: After the repurchased shares are transferred to employees and registered, their rights and obligations shall be the same as existing shares, unless otherwise specified. Article 9: These rules shall take effect upon approval by the board of directors and may be amended by subsequent board resolutions. Article 10: Any tax liabilities arising from the transfer of treasury shares to employees shall be handled in accordance with the tax laws of the Republic of China. These rules were established on August 4, 115 (2026). 15. Conversion or Subscription Method pursuant to Article 11 of the 'Regulations for Listed and OTC Companies to Repurchase Their Own Shares': Not applicable 16. Board Statement Confirming Consideration of Financial Condition and No Impact on Capital Maintenance: 1. On August 4, 2026, the company's 2026 Q4 board meeting, with more than two-thirds of directors present and over half of the attending directors approving, resolved to repurchase 400,000 shares of its own stock from the centralized trading market (securities dealers' offices) within two months from the filing date. 2. The total number of shares to be repurchased represents only 1.19% of the company's total issued shares, and the maximum amount required represents only 6.03% of the company's current assets as of the end of the first quarter of 2026. The board hereby declares that it has considered the company's financial condition and that the share repurchase will not affect the company's capital maintenance. 3. This statement has been approved by the same board meeting, with seven attending directors agreeing to its content. This is hereby jointly declared. 17. Evaluation Opinion from Accountant or Securities Underwriter on the Reasonableness of the Repurchase Price: According to Yuanta Securities Co., Ltd., the decision-making process for setting the price range for this share repurchase is lawful, and the price range and its impact on the company's financial condition are within a reasonable scope, with no significant abnormalities. 18. Other Matters Required by the FSC's Securities and Futures Bureau: In accordance with the regulations of the FSC's Securities and Futures Bureau, the company intends to amend Article 4 of its 'First Share Repurchase Employee Transfer Rules.' The aforementioned amendment will be submitted for board approval at the next board meeting.
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- Source: PR Times
- Category: News
- Dates in source: 115/08/04 / 115/08/05