Sanyang Industry Announces Board Resolution to Repurchase Treasury Shares

Release Date: July 23, 115 Statement Date: July 22, 115 Statement Time: 19:36:52 Company Code: 2206 Company Name: Sanyang Industry Purpose: Announcement of Board Resolution to Repurchase Treasury Shares Applicable Clause: Clause 35 Factual Date: July 22, 115

Details: 1. Board Resolution Date: 07/22/115 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$): 15,405,106,974 5. Scheduled Repurchase Period: 07/23/115 ~ 09/21/115 6. Scheduled Number of Shares to be Repurchased: 10,000,000 7. Price Range for Repurchase (NT$): 45.00 ~ 68.00; if the company's stock price falls below the lower limit, repurchases will continue 8. Repurchase Method: Repurchase from the centralized trading market 9. Percentage of Scheduled Repurchased Shares to Issued Shares (%): 1.29 10. Cumulative Number of Company Shares Held at Time of Filing (Shares): 9,833,000 11. Company's Share Repurchase History within the Past Five Years: 14th Repurchase: 150,000 shares, already canceled. 15th Repurchase: 5,693,000 shares, already canceled. 16th Repurchase: 8,121,000 shares, already canceled. 17th Repurchase: 5,000,000 shares, already canceled. 18th Repurchase: 5,000,000 shares, already canceled. 19th Repurchase: 9,833,000 shares, pending transfer to employees.

12. Status of Previously Announced but Uncompleted Repurchases: To protect shareholders' rights and maintain market mechanisms, the company adopts a phased repurchase strategy based on stock price and trading volume fluctuations, hence the repurchase remains incomplete.

13. Board Meeting Minutes on Share Repurchase Resolution: The case was approved by the board meeting held on July 22, 115, resolving to repurchase 10,000,000 shares.

14. Transfer Method under Article 10 of the 'Regulations on Repurchasing Own Shares by Listed and OTC Companies': Article 1 Purpose: To motivate employees and enhance their loyalty, this method is established.

Article 2 Basis: This method is established in accordance with Article 28-2 of the Securities and Exchange Act and the 'Regulations on Repurchasing Own Shares 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 follow this method.

Article 3 Type and Rights of Transferred Shares: The shares transferred to employees are ordinary shares. Except as otherwise stipulated by laws and regulations or this method, their rights and obligations are the same as other outstanding ordinary shares.

Article 4 Transfer Period: The repurchased shares shall be transferred to company employees, either in one or multiple tranches, within five years from the date of repurchase. Any untransferred shares after this period shall be canceled in accordance with the law.

Article 5 Eligibility of Recipients: Full-time employees (excluding temporary workers, technical trainees, consultants, and foreign personnel) who have been employed for at least one year before the subscription benchmark date, or full-time employees with special contributions approved by the board, are eligible to subscribe according to the prescribed number. Eligibility is forfeited if the employee resigns between the subscription benchmark date and the payment deadline.

Article 5-1 Confidentiality Obligation: Eligible employees must strictly maintain confidentiality and must not inquire about others' subscription quantities or disclose their own. Violation may result in immediate cancellation of subscription rights. For those who have already subscribed, the company has the right to repurchase the shares at the original transfer price, cancel them, and impose disciplinary actions based on severity.

Article 6 Employee Subscription Criteria: Subscription entitlements are determined based on service years, job level, position, performance, special contributions, or other managerial considerations, subject to the total repurchased shares held and individual employee limits. Actual eligibility and quantities are decided by the board. For managerial personnel, proposals must first be reviewed by the Compensation Committee before board approval. For non-managerial personnel, proposals must first be reviewed by the Audit Committee before board approval. Failure to pay by the deadline constitutes waiver, and unclaimed shares will be offered to other employees in subsequent rounds, subject to committee review and board approval.

Article 7 Procedures for Transferring Repurchased Shares to Employees: 1. Announce, file, and execute share repurchase within the designated period per board resolution. 2. The board shall determine and announce the employee subscription benchmark date, eligible subscription quantities, payment period, rights, and restrictions. 3. Aggregate the actual paid subscription shares and complete share transfer registration.

Article 8 Transfer Price per Share: The transfer price to employees shall be the actual average repurchase price. However, if there is an increase or decrease in the company's issued ordinary shares before transfer, the price shall be adjusted accordingly. Adjusted Transfer Price = Actual Average Repurchase Price × (Total Ordinary Shares Outstanding at Completion of Repurchase ÷ Total Ordinary Shares Outstanding Before Transfer to Employees)

Article 9 Rights and Obligations After Transfer: After transfer and registration, the repurchased shares shall have the same rights and obligations as existing shares, unless otherwise specified.

Article 10 The company reserves the right to adjust or suspend the employee share transfer program based on overall profitability.

Article 11 This method takes effect upon board approval and may be revised by board resolution.

Article 12 This method was established on May 20, 92, first revised on April 16, 93, second revised on May 26, 106, third revised on May 20, 115, and fourth revised on June 16, 115.

15. Conversion or Subscription Method under Article 11 of the 'Regulations on Repurchasing Own Shares by Listed and OTC Companies': Not applicable.

16. Board Statement on Financial Condition and Capital Maintenance: The total number of repurchased shares represents only 1.29% of the company's issued shares, and the maximum repurchase amount (calculated at NT$68 per share) accounts for only 1.91% of the company's most recent financial statement's current assets. The board confirms that this repurchase will not affect the company's capital maintenance.

17. Auditor or Underwriter's Evaluation on Reasonableness of Repurchase Price: According to the opinion issued by Mr. Chen Tsung-Che, certified public accountant at KPMG Taiwan, the planned repurchase of 10,000,000 ordinary shares at NT$45–68 per share will have no significant impact on the company's financial structure, book value per share, earnings per share, return on equity, quick ratio, current ratio, or cash flow, and the proposed repurchase price is considered reasonable.

18. Other Matters Required by the Securities and Futures Bureau: None.