1.Date of the board of directors resolution:2018/11/12
2.Purpose of the share repurchase:For transfer shares to employees
3.Type of shares to be repurchased:Epistar's common stocks
4.Ceiling on total monetary amount of the share repurchase:NT$39,339,869,240
5.Scheduled period for the repurchase:2018/11/13~2019/01/12
6.Number of shares to be repurchased:15,000,000 shares
7.Repurchase price range:
NT$25~40 per share.
When the Company's stock price is below the set floor price, the company
will continue its exercise plan.
8.Method for the repurchase:
To repurchase shares from Taiwan Stock Exchange.
9.Ratio of the shares to be repurchased to total issued shares of the
Company:1.38%
10.Number of the Company’s own shares held at the time
of reporting:0
11.Status of repurchases within three years prior to the time of
reporting:None.
12.Status of repurchases that have been reported but not yet
completed:NA
13.Minutes of the board of directors meeting that resolved for the share
repurchase:
To approve the proposal for repurchasing Epistar's common shares,
the major terms are as follow:
A. Purpose of the repurchase: For transfer shares to employees.
B. Type of shares to be repurchased: The common shares.
C. Scheduled period and number of shares for the repurchase:
a. The period is from 2018/11/13~2019/01/12.
b. Number of shares to be repurchase its 15,000,000 shares.
D. Repurchase price range:
a. Price floor: NT$25
b. Price ceiling: NT$40
When the company's stock price is below the set floor price,
The company will continue its exercise plan.
E. Method for the repurchase:To repurchase shares from Taiwan Stock
Exchange.
14.The rules for transfer of shares set forth in Article 10 of the Guidelines
for Repurchase of Shares by Listed and OTC Companies:
Epistar Corporation
Rules for the Repurchase of Shares and Transfer to Employees at the first
round of Year 2018
Article 1
In order to care for and encourage its employees, Epistar adopts these
Rules for the Repurchase of Shares and Transfer to Employees in accordance
with Article 28-2, paragraph 1, subparagraph 1 of the Securities and
Exchange Act and the provisions of the Regulations Governing Share
Repurchase by Exchange-Listed and OTC-Listed Companies issued by the
Financial Supervisory Commission, Executive Yuan. Any repurchase of
shares and transfer to employees by Epistar, in addition to complying
with related laws and regulations, will be carried out in accordance
with these Rules.
Article 2
Type of shares to be transferred, a description of the rights attaching
thereto, and any restrictions on such rights.
The shares in the present transfer of shares to employees will be common
shares, and the rights and obligations associated with those shares,
unless otherwise provided by applicable laws and regulations or these
Rules, will be the same as other outstanding common shares of Epistar.
Article 3
Transfer period.
In accordance with these Rules, the shares in the present share repurchase
may be transferred to employees in a single transfer or multiple transfers
within three years from the date of the share repurchase.
Article 4
Eligibility requirements for transferees.
All regular domestic employees of Epistar and all employees of foreign
subsidiaries owed over 50% by Epistar directly or indirectly.
Article 5
Transfer allocation
1. The number of shares to which employees may subscribe will be
determined based on their rank, seniority, and performance evaluations
with further considering factors such as, at the base date of shares
purchasing, the total number of shares bought back by the company
and the upper limit of the single employee's subscription.
2. Other than the number of shares that can be subscribed in Article 5.1,
the chairman is authorized to allocate additional share subscriptions
to employees with special contributions to the company based on their
respective contribution levels. As to the managers, additional share
subscriptions should be first proposed by the salary & compensation
committee and then be submitted for Board's discussion and approval.
3. A list of employees and the number of shares to which they may subscribe
will be drawn up according to the approval of the chairman of the board.
4. Employees who have not subscribed and completed payment at the
conclusion of the designated subscription and payment period will be
deemed to have waived their subscription rights. In the event of an
insufficient number of subscriptions, the chairman may contact other
employees regarding subscription to the remaining shares.
Article 6
Repurchase and Procedures for transfer of shares.
Procedures for the present repurchase of shares and transfer to employees:
1. The repurchase of Epistar shares will be publicly announced, reported,
and carried out during the implementation period in accordance with a
resolution of the board of directors.
2. To publicly announce operating procedures relating to the record date
for employee subscriptions, the standards for numbers of shares to which
employees may subscribe, the period for payment for subscriptions, and
the rights associated with share subscriptions.
3. Statistics will be compiled on the numbers of shares actually subscribed
and paid for, and the registration of share transfers will be carried
out.
Article 7
Agreed transfer price per share
The share transfer price for the present repurchase of shares and transfer
to employees will be the average of the actual share repurchase prices,
(The transfer price is calculated up to NT $ angle, points or less
unconditionally carry.) provided that if, prior to the transfer, there is
either an increase in the number of issued shares of Epistar common stock,
the transfer price may be adjusted within a range proportional to the
increase.
Transfer price adjustment formula:
Adjusted transfer prices (Note 1)=
Actual Average repurchase price (Note 2) x (The total number of ordinary
shares bought back is finished when the shares (Note 3) ÷The company
bought back shares for sale before the total number of ordinary shares
to employees (Note 3))
Note 1:
The transfer price adjustment is calculated up to NT $ angle, points or
less unconditionally carry.
Note 2:
Average prices actually buy back, calculated up to NT $ angle, points or
less unconditionally carry.
Note 3:
The total number of ordinary shares is the registration of the Ministry
of Economy of the total issued shares shall prevail.
Article 8
Except where otherwise provided, the rights and obligations associated
with the transferred shares, following the transfer of shares in the
present share repurchase to employees and registration of share transfer,
will be the same as those originally associated with the shares.
Article 9
When Epistar transfers to employees’ shares of treasury stock it has
repurchased, the related tax should be paid. But in the future, in case
of any amendment to the relevant tax laws and regulations of the ROC, all
tax matters shall be construed in accordance with the then prevailing laws.
Article 10
These Rules will be adopted and take effect following a resolution of the
board of directors, and may be amended by submission to the board of
directors for a resolution.
Article 11
These Rules, and any amendments hereto, shall be reported to the
shareholders meeting.
15.The rules for conversion or subscription of shares set forth in Article 11
of the Guidelines for Repurchase of Shares by Listed and
OTC Companies:NA
16.Declaration that the financial state of the Company has been considered by
the board of directors and that its capital maintenance will not be
affected:
The stated amount of common shares to be purchased accounts for 1.38% of
the Epistar's total shares, and the maximum amount of funding needed for
repurchase theses common shares is 2.38% of Epistar's total current assets
(2018/09/30). Hereby, the Board of Directors states that it has already
considered Epistar's financial status and that the repurchase of these
common shares will have no impact on maintaining Epistar's invested
capital.
17.Appraisal by a CPA or securities underwriter of the reasonableness of the
share repurchase price:
The buyback of these common shares in the stated price range will not have
an impact on Epistar's financial structure, solvency, profitability and
cash flow.
18.Other particular specified by the Securities and Futures Bureau:NA