Ruiyi Decides to Repurchase Shares

Release Date: 1150731 Announcement Date: 1150730 Announcement Time: 200219 Company Code: 6176 Company Name: Ruiyi Subject: Decision to Repurchase Company Shares Applicable Clause: Clause 35 Date of Fact: 1150730 Explanation: 1. Board of Directors Resolution Date: 115/07/30 2. Purpose of Share Repurchase: Transfer to Employees 3. Type of Shares to be Repurchased: Common Shares 4. Maximum Total Amount for Share Repurchase (NT dollars): 31,616,937,956 5. Planned Repurchase Period: 115/07/31 ~ 115/09/30 6. Planned Number of Shares to be Repurchased: 10,000,000 7. Repurchase Price Range (NT dollars): 65.00 ~ 130.00, Continued repurchase if company share price is below the lower limit of the price range 8. Repurchase Method: Purchased from the centralized trading market 9. Planned Number of Shares to be Repurchased as a Percentage of Total Issued Shares: 2.87% 10. Cumulative Number of Shares Already Held at the Time of Reporting: 4,786,000 11. Situation of Company Share Repurchases in the Past Five Years: (1) Actual Repurchase Period: 114/04/18 ~ 114/06/04, Planned Number of Shares to be Repurchased: 10,000,000, Actual Number of Shares Repurchased: 4,786,000, Execution Situation (Actual Number of Shares Repurchased as a Percentage of Planned Repurchase): 48.00% 12. Situation of Reported but Uncompleted Repurchases: Due to the company's consideration of stock price changes and trading volume status, an appropriate phased repurchase strategy is adopted, hence not completed. 13. Minutes of the Board of Directors' Resolution to Repurchase Shares: On July 30, 2024, the Board of Directors resolved to repurchase 10,000,000 treasury shares at a price of 65 to 130 NT dollars per share (however, if the stock price is below the lower limit of the price range, the repurchase will continue) and transfer them to employees. 14. Transfer Method as per Article 10 of the 'Regulations for Repurchase of Shares by Listed Companies': Ruiyi Optoelectronics Corporation Third Share Repurchase Transfer to Employees Regulations Article 1 Purpose of Repurchase In order to motivate employees and enhance their loyalty, the company, in accordance with Article 28, Paragraph 2, Item 1 of the Securities Exchange Act and the 'Regulations for Repurchase of Shares by Listed Companies' and other relevant regulations, has formulated these regulations for the repurchase and transfer of shares to employees. The company's repurchase of shares for transfer to employees shall be carried out in accordance with relevant laws and regulations and these regulations. Article 2 Type, Rights, and Restrictions of Transferred Shares The shares to be transferred to employees this time are common shares. Their rights and obligations, unless otherwise provided for in relevant laws and regulations or these regulations, shall be the same as those of other common shares in circulation. Article 3 Transfer Period The shares repurchased this time may, in accordance with the provisions of these regulations, be transferred to employees within five years from the date of repurchase, either in a lump sum or in installments. Article 4 Qualifications and Number of Shares Eligible for Subscription The recipients referred to in these regulations shall, in principle, be full-time employees of the company who have been employed before the record date for subscription and full-time employees of the company's domestic and overseas subsidiaries. The ratio and number of shares eligible for subscription by employees shall, in principle, be determined based on factors such as their job title, salary, length of service, performance, and contributions to the company. The qualifications and number of shares eligible for subscription by the recipients referred to in the preceding paragraph shall be determined in accordance with the relevant laws and regulations at the time of transfer, taking into account the company's operational needs and business development strategies and policies, and also considering the total amount of repurchased shares held by the company at the time of the record date for subscription and the upper limit on the number of shares eligible for subscription by a single employee. The actual qualifications and number of shares eligible for subscription shall be proposed by the human resources department in accordance with the principles set forth in the preceding paragraph and decided by the board of directors. The board of directors shall not authorize the chairman to make the decision. For employees with managerial status included in the subscription list, they shall first be reported to the remuneration committee for discussion and then submitted to the board of directors for decision. For employees without managerial status, they shall first be reported to the audit committee for discussion and then submitted to the board of directors for decision. The term 'domestic and overseas subsidiaries' referred to in the first paragraph means subsidiaries in which the company directly or indirectly holds more than 50% of the voting shares of the same invested company. Article 5 Transfer Procedures The operational procedures for the repurchase and transfer of shares to employees this time are as follows: One, In accordance with the resolution of the board of directors, the company shall announce, report, and repurchase its own shares within the execution period. Two, Matters related to the record date for employee subscription, standards for the number of shares eligible for subscription, subscription payment period, rights, and restrictive conditions shall be drafted by the personnel department in accordance with these regulations. Three, If an employee does not make a subscription payment by the end of the subscription payment period, it shall be deemed as a waiver; if the subscription is insufficient, the remaining amount shall be negotiated with other employees for subscription in accordance with the provisions of Article 4 of these regulations. Four, Statistics on the actual number of shares subscribed and paid for shall be compiled, and the transfer registration of the shares shall be handled. Article 6 Agreed Transfer Price per Share The transfer price for the repurchase of shares to employees this time shall be based on the actual average repurchase price. However, before the transfer, if there is an increase or decrease in the issued common shares of the company, the transfer price may be adjusted within the range of the increase or decrease ratio of the issued shares. Adjusted Transfer Price = Average Actual Repurchase Price per Share × (Total Number of Common Shares at the Time of Completion of Repurchase of Shares by the Company ÷ Total Number of Common Shares Before Transfer of Repurchased Shares to Employees by the Company). Article 7 Rights and Obligations After Transfer After the transfer of the repurchased shares to employees and the completion of the transfer registration, unless otherwise provided, their rights and obligations shall be the same as those of the original shares. Article 8 Other Rights and Obligations of the Company and Employees Taxes and fees arising from the shares transferred in accordance with these regulations shall be handled in accordance with the laws and regulations and the company's relevant operations at the time of transfer. Article 9 Others These regulations shall come into effect upon approval by the board of directors and may be amended by a resolution of the board of directors. Article 10 These regulations shall be reported to the shareholders' meeting. The same shall apply to amendments. Article 11 These regulations were formulated on July 30, 2024. 15. Conversion or Subscription Method as per Article 11 of the 'Regulations for Repurchase of Shares by Listed Companies': Not applicable 16. Statement by the Board of Directors that Financial Situation Has Been Considered and Capital Maintenance Will Not Be Affected: One, The company, at the 23rd meeting of the 11th board of directors held on July 30, 2024, with the attendance of more than two-thirds of the directors and the agreement of more than half of the attending directors, decided to repurchase 10 million of its own shares from the centralized trading market within two months from the date of reporting. Two, The total number of shares to be repurchased is only 2.87% of the company's issued shares, and the maximum amount required for the repurchase is only 2.54% of the company's current assets (as per the consolidated financial statements for the second quarter of 2024 audited by the auditors). The company's board of directors has considered the company's financial situation and stated that the repurchase of the aforementioned shares will not affect the company's capital maintenance. Three, This statement has been approved at the aforementioned same board meeting of the company, and all 11 attending directors agreed to the content of this statement, and this is hereby stated. 17. Opinion on the Reasonableness of the Repurchase Share Price by the Auditor or Securities Underwriter: In this case, the opinion on the reasonableness of the repurchase share price was provided by the securities underwriter, Hongyuan Securities Co., Ltd., which believed that the price range for the repurchase of common shares by Ruiyi Optoelectronics is reasonable, and the number of common shares to be repurchased and the repurchase price range will not have a significant adverse impact on the company's financial structure, debt repayment ability, and profitability. 18. Other matters as required by the Securities and Futures Bureau: None