Release Date: July 4, 115 Statement Date: July 3, 115 Statement Time: 17:09:26 Company Code: 1432 Company Name: Daelux Subject: Announcement of the Board's Resolution to Buy Back Treasury Shares for the Fourth Time Applicable Clause: Clause 35 Factual Date: July 3, 115
Details: 1. Board Resolution Date: 115/07/03 2. Purpose of Share Repurchase: Transfer shares to employees 3. Type of Shares to be Repurchased: Ordinary shares 4. Maximum Total Amount for Repurchase (NT$): 311,512,564 5. Scheduled Repurchase Period: 115/07/06 ~ 115/09/03 6. Scheduled Number of Shares to be Repurchased (shares): 2,000,000 7. Price Range for Repurchase (NT$): 10.60 ~ 24.85; if the company's stock price falls below the lower limit, repurchase will continue 8. Method of Repurchase: Repurchase from the centralized trading market 9. Percentage of Scheduled Repurchased Shares to Total Issued Shares (%): 2 10. Accumulated Number of Company Shares Held at Time of Filing (shares): 0 11. Company's Share Repurchase History within Five Years Prior to Filing: No repurchase 12. Previously Announced but Uncompleted Share Repurchase: To balance market mechanisms and employee subscription willingness 13. Board Meeting Minutes Resolving to Repurchase Shares: The company, at its board meeting held on July 3, 115, resolved to repurchase 2,000,000 ordinary shares of the company pursuant to the 'Regulations on Public Companies Repurchasing Their Own Shares' to incentivize employees and enhance employee loyalty. 14. Transfer Method as per Article 10 of the 'Regulations on Public Companies Repurchasing Their Own Shares':
Daelux Industrial Co., Ltd. Regulations on Transferring Repurchased Shares to Employees (Revised March 25, 110; Revised May 11, 112)
Article 1 Purpose To incentivize employees and enhance employee loyalty, the company establishes these regulations pursuant to Article 28-2, Paragraph 1, Item 1 of the Securities and Exchange Act and the 'Regulations on Public Companies Repurchasing 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 regulations.
Article 2 Type, Rights, and Restrictions of Transferred Shares The shares transferred to employees are all ordinary shares. Except as otherwise provided by relevant laws or these regulations, their rights and obligations are the same as other outstanding ordinary shares.
Article 3 Transfer Period The repurchased shares may be transferred to employees, either in one or multiple tranches, within five years from the date of repurchase. Any untransferred shares after this period shall be deemed unissued shares, and the cancellation registration shall be processed according to law.
Article 4 Eligibility of Transferees Employees who have been employed for at least six months before the subscription benchmark date and are still employed, or those who have made special contributions to the company and are approved by the board, are eligible to subscribe according to the subscription amount specified in Article 5. The term 'employees' in these regulations refers to full-time employees of the company and companies in which the company directly or indirectly holds more than 50% of voting shares (including overseas subsidiaries). However, those who resign or go on unpaid leave between the subscription benchmark date and the subscription payment deadline shall lose their subscription eligibility.
Article 5 Number of Shares Employees May Subscribe The number of shares employees may subscribe shall be determined based on job level, years of service, performance evaluation, and contribution 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. Details are as follows: 1. The subscription benchmark date, subscription amount criteria, payment period, rights, and restrictions for each transfer operation shall be determined and announced by the Chairman authorized by the Board. 2. Employees who fail to subscribe and pay within the payment period shall be deemed to have waived their rights. Any remaining unsubscribed shares may be offered to other employees by the Chairman.
Article 6 Procedures for Transferring Repurchased Shares to Employees: 1. Repurchase the company's shares within the execution period after announcement and filing pursuant to the board resolution. 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 these regulations. 3. Aggregate the actual number of subscribed and paid shares and process 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 company's issued ordinary shares increase or decrease before the transfer, the price may be adjusted within the ratio of such changes (rounded to two decimal places).
Adjustment Formula: Adjusted Transfer Price = Actual Average Purchase Price per Share × Total Number of Ordinary Shares Outstanding at Completion of Share Repurchase ÷ Total Number of Ordinary Shares Outstanding Before Transfer of Repurchased Shares
Article 8 Other Rights and Obligations of the Company and Employees After the repurchased shares are transferred to employees and registration is completed, their rights and obligations shall be the same as existing shares, unless otherwise specified.
Shares transferred to subscribing employees are restricted from transfer by the employees for one year pursuant to Article 167-3 of the Company Act.
Article 9 Transfer of treasury shares to subscribing employees shall only proceed with registration after payment of applicable taxes.
Article 10 These regulations shall take effect upon board resolution and may be revised upon board resolution.
Article 11 These regulations shall be reported to the shareholders' meeting, and any revisions shall also be reported.
15. Conversion or Subscription Rights Granting Method pursuant to Article 11 of the 'Regulations on Public Companies Repurchasing Their Own Shares': Not applicable
16. Statement by the Board Considering the Company's Financial Condition Without Affecting Capital Maintenance: The Board of Directors declares that the total number of shares to be repurchased represents only 2% of the company's issued shares, and the maximum amount required for repurchase accounts for only 2.62% of the company's current assets, which is insufficient to affect the company's financial condition or capital maintenance, and a formal statement has been issued.
17. Auditor or Securities Underwriter's Evaluation on the Reasonableness of the Repurchase Price: The auditor believes that the price range for Daelux's planned repurchase of its ordinary shares is reasonable, and the repurchase will not have a significant impact on Daelux's financial structure, book value per share, earnings per share, return on equity, quick ratio, current ratio, or cash flow status.
18. Other Matters Required by the Securities and Futures Bureau: None
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- Source: PR Times
- Category: News