1. Board resolution date: 115/08/11 2. Purpose of share repurchase: Transfer shares to employees 3. Type of shares to be repurchased: Ordinary shares 4. Upper limit of total repurchase amount (NT$): 497,324,658 5. Scheduled repurchase period: 115/08/11 ~ 115/10/08 6. Scheduled number of shares to be repurchased: 1,000,000 7. Price range for repurchase (NT$): 26.60 ~ 58.01; if the company's stock price falls below the lower limit, repurchases will continue 8. Repurchase method: Purchase from the centralized trading market 9. Percentage of scheduled repurchased shares to total issued shares (%): 3.21 10. Cumulative number of company shares held at time of filing (shares): 0 11. Company's share repurchase history within the five years prior to filing: No repurchases 12. Previously declared but incomplete share repurchases: Not applicable 13. Board meeting minutes resolving to repurchase shares: Agenda Item 3: Proposal for the company's first treasury share repurchase for employee transfer; submitted for discussion. Explanation: 1. To enhance employee cohesion, the company plans to repurchase its own shares for transfer to employees. Details are as follows: 2. Details regarding this share repurchase: (1) Purpose: Transfer to employees (2) Type of shares: Ordinary shares (3) Method: Purchase from the centralized trading market (4) Upper limit of total repurchase amount: The statutory upper limit is NT$497,324,658; the upper limit for this repurchase is NT$58,010,000. (5) Scheduled repurchase period: August 11, 115 to October 8, 115 (6) Scheduled number of shares: 1,000,000 (7) Price range: NT$26.60 to NT$58.01 per share. If the company's stock price falls below the lower limit of the repurchase price, repurchases will continue. 3. The total number of shares scheduled for repurchase represents only 3.21% of the company's total issued shares of 31,179,500, and the upper limit of funds required for repurchase accounts for only 11.06% of the company's current assets of NT$524,468,000 as of June 30, 115. 4. The board has considered the company's financial condition. A statement confirming no impact on capital maintenance is attached. 5. The securities underwriter's assessment of the reasonableness of the repurchase price is attached. 6. The company's 'First Employee Share Transfer Plan' is attached. 7. If, during the execution of this share repurchase, changes in laws, regulatory requirements, operational assessments, or objective environmental factors necessitate modifications, the board proposes to authorize the chairman with full discretion to handle such matters. 8. This proposal has been approved by the Audit Committee. Resolution: After the chairperson consulted all attending directors, the proposal was unanimously approved. 14. Transfer method as stipulated in Article 10 of the 'Regulations on Share Repurchase by Listed and OTC Companies': Peace Environmental Technology Co., Ltd. First Employee Share Transfer Plan Article 1 To motivate employees and enhance their loyalty, the company establishes this Employee Share Transfer Plan in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities and Exchange Act and the 'Regulations on Share Repurchase by Listed and OTC Companies' issued by the Financial Supervisory Commission. Except as otherwise provided by relevant laws and regulations, the transfer of repurchased shares to employees shall be conducted in accordance with this Plan. Article 2 (Type, Rights, and Restrictions of Transferred Shares) The shares transferred to employees are ordinary shares. Except as otherwise provided by relevant laws and regulations or this Plan, their rights and obligations are the same as other outstanding ordinary shares. Article 3 (Transfer Period) The repurchased shares may be transferred to employees once or in installments within five years from the date of repurchase, in accordance with this Plan. Any portion not transferred within this period shall be deemed unissued shares and shall be canceled through the required registration procedures. Article 4 (Eligibility of Transferees) Full-time employees of the company and its subsidiaries (directly or indirectly holding more than 50% of the voting shares of the same investee company) who have been employed for at least one year before the subscription benchmark date or who have made special contributions to the company and have been approved by the board of directors are eligible to subscribe according to the subscription amounts specified in Article 5. Individuals who resign between the subscription benchmark date and the final payment deadline shall lose their subscription eligibility. Article 5 (Transfer Procedure) The number of shares employees may subscribe to shall be determined based on job level, years of service, and special contributions to the company, while also considering the total number of repurchased shares held by the company at the subscription benchmark date and the upper limit per employee. The actual subscription eligibility and number of shares shall be determined by board resolution. However, lists of subscribers who are managers or directors shall first be approved by the company's Compensation Committee before being submitted to the board for resolution; others shall first be approved by the Audit Committee before being submitted to the board for resolution. Employees who fail to subscribe during the payment period shall be deemed to have waived their rights. Any unsubscribed balance may, by board resolution, be offered to other employees in the current subscription round or carried forward to subsequent subscription rounds within the transfer period specified in Article 3, subject to review by the Audit Committee or Compensation Committee based on the subscriber's status and subsequent board resolution. Article 6 Procedures for transferring repurchased shares to employees: 1. Repurchase the company's shares in the market within the execution period, following board resolution, announcement, and filing. 2. The board shall determine and announce operational details such as the employee subscription benchmark date, subscription criteria, payment period, rights, and restrictions in accordance with this Plan. 3. Compile the actual number of subscribed and paid shares and complete the share transfer and registration. Article 7 (Agreed Transfer Price per Share) The transfer price for repurchased shares to employees shall be the actual average purchase price. However, if the number of issued ordinary shares increases (or decreases) before the transfer, the price may be adjusted proportionally (rounded to two decimal places). Alternatively, if the transfer price is to be lower than the actual average purchase price as stipulated in the company's articles of incorporation, it must be approved by a shareholders' meeting where more than half of the issued shares are represented and at least two-thirds of the voting rights of attending shareholders approve, with the matters specified in Article 10-1 of the 'Regulations on Share Repurchase by Listed and OTC Companies' listed in the meeting agenda. Transfer Price Adjustment Formula: Adjusted Transfer Price = Actual Average Purchase Price × (Total Issued Ordinary Shares at Filing Date / Total Issued Ordinary Shares Before Transfer to Employees) Article 8 (Rights and Obligations After Transfer) After the repurchased shares are transferred to employees and registered, their rights and obligations shall be the same as existing shares, unless otherwise stipulated. Article 9 (Other Matters Regarding Company and Employee Rights and Obligations) Other matters concerning the rights and obligations between the company and employees must not violate relevant laws such as the Securities and Exchange Act and the Company Act. Taxes and fees arising from shares transferred under this Plan shall be handled according to the relevant laws and regulations at the time of transfer. Article 10 (Miscellaneous) This Plan shall take effect upon board resolution and may be revised by subsequent board resolutions. This Plan was established on August 11, 115. 15. Conversion or subscription method as stipulated in Article 11 of the 'Regulations on Share Repurchase by Listed and OTC Companies': Not applicable 16. Board statement confirming consideration of financial condition and no impact on capital maintenance: Peace Environmental Technology Co., Ltd. Board Statement 1. The company's third board meeting of 115 (held on August 11, 115) passed, with more than two-thirds of directors present and over half of attending directors agreeing, to repurchase 1,000,000 shares of the company's stock from the centralized market within two months from the filing date. 2. The total number of shares to be repurchased represents only 3.21% of the company's issued shares, and the upper limit of funds required for repurchase accounts for only 11.06% of the company's current assets. The board hereby declares that it has considered the company's financial condition and that the share repurchase will not affect the maintenance of the company's capital. 3. This statement has been approved by the aforementioned board meeting, with all seven attending directors agreeing to its content. This is hereby declared. 17. Evaluation by accountant or securities underwriter on the reasonableness of the repurchase price: According to an assessment by Fubon Securities Co., Ltd., the proposed repurchase price range of NT$26.60 to NT$58.01 per share for Peace Environmental Technology Co., Ltd. will not have a significant impact on the company'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 required by the Securities and Futures Bureau: None
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- Source: PR Times
- Category: News
- Dates in source: 115/08/11 / 115/10/08