1. Board resolution date: 115/09/11 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$): 299,959,410 5. Scheduled repurchase period: 115/09/14 ~ 115/11/10 6. Scheduled number of shares to be repurchased: 1,000,000 7. Price range for repurchase (NT$): 50.00 ~ 75.00; 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 (%): 2.33 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 reported but uncompleted share repurchase programs: None. 13. Board meeting minutes on the resolution to repurchase shares: Agenda Item 1: Proposal for the first share repurchase of 115 for treasury and subsequent transfer to employees, submitted for discussion.

Explanation: (1) To boost employee morale and retain top talent, the company intends to repurchase its own shares pursuant to Article 28-2 of the Securities and Exchange Act and relevant regulations, for the purpose of transferring them to employees. (2) Key details of this share repurchase are as follows: (a) Purpose: Transfer shares to employees. (b) Share type: Ordinary shares. (c) Upper limit of total repurchase amount: NT$75,000,000. (d) Scheduled repurchase period and quantity: From September 14, 115 to November 10, 115, totaling 1,000,000 shares. (e) Price range: NT$50 to NT$75 per share. If the market price falls below the lower bound, the Chairman is authorized to continue repurchasing. (f) Repurchase method: Entrusting securities dealers to repurchase via the centralized trading market. (g) Percentage of repurchased shares to total issued shares: Approximately 2.33%. (3) Per Article 2 of the 'Rules for Public Companies to Repurchase Their Own Shares,' the board must issue a statement confirming that the repurchase will not impair capital maintenance. Refer to Attachment 2. (4) Refer to Attachment 3 for the fairness opinion on the reasonableness of the repurchase price. (5) If regulatory authorities require amendments or if there are unresolved matters, the Chairman is authorized to proceed accordingly.

14. Employee Transfer Method pursuant to Article 10 of the 'Rules for Public Companies to Repurchase Their Own Shares':

Jiuding Power Information Co., Ltd. Treasury Share Transfer to Employees Rules

Article 1: To motivate employees and enhance loyalty, these rules are established pursuant to Article 28-2(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: The shares transferred are ordinary shares, with rights and obligations identical to other outstanding ordinary shares, unless otherwise specified by law or these rules.

Article 3: 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 registration.

Article 4: Full-time employees who have been employed for at least one year before the subscription benchmark date and remain employed, or those with exceptional contributions approved by the board, are eligible to subscribe. Employees who resign between the subscription benchmark date and the payment deadline lose eligibility.

Article 5: The number of shares employees may subscribe to shall be allocated based on seniority, job level, responsibilities, performance, overall contribution, or special achievements. The HR department shall propose allocations, subject to approval by the Chairman, and then follow the review process below: (a) Employees who are managers of the company must first obtain approval from the Compensation Committee, then board resolution. (b) Non-managerial employees must first be discussed by the Audit Committee, then submitted for board resolution.

Subscription benchmark dates, payment periods, and other details for each transfer shall follow Article 6. Unsubscribed or unpaid shares after the subscription period are deemed forfeited. Remaining unsubscribed shares shall be handled per Article 3.

Article 6: Procedures for transferring repurchased shares to employees: (a) Repurchase company shares within the execution period after board resolution, announcement, and filing. (b) The board shall determine and announce the subscription benchmark date, allocation criteria, payment period, rights, and restrictions. (c) Aggregate actual subscription and payment quantities, and complete share transfer and registration.

Article 7: The transfer price to employees shall be the actual average purchase price, rounded up to the nearest cent (NT$). If the number of issued ordinary shares changes before transfer, the price may be adjusted proportionally.

Adjusted Transfer Price Formula: Adjusted Transfer Price = Average Purchase Price × (Total Issued Ordinary Shares at Filing Date ÷ Total Issued Ordinary Shares Before Employee Transfer)

Article 8: After transfer and registration, the transferred shares shall have the same rights and obligations as existing shares, unless otherwise stipulated.

Article 9: Taxes and fees arising from the share transfer shall be borne by the company or employees as per applicable laws.

Article 10: These rules take effect upon board approval and may be amended by board resolution.

Article 11: These rules are established on September 11, 115, Republic of China.

15. Conversion or Subscription Rights Method pursuant to 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 2.33% of the company's issued shares, and the upper limit of the repurchase amount accounts for only 5.32% of the company's current assets. The board confirms that, after considering the company's financial condition, this share repurchase will not impair capital maintenance.

17. Fairness Opinion from Accountant or Underwriter on Repurchase Price Reasonableness: According to Fubon Financial Holding Securities Co., Ltd., the price range set by Jiuding Power Information Co., Ltd. for this share repurchase was determined through a legally compliant process, and both the pricing and its impact on the company's financial condition fall within a reasonable range, with no significant irregularities.

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 / 115/09/14