Shareholder Information

PChome Board of Directors Resolves to Repurchase the Treasury Shares.

Date
2021-03-16
Title
PChome Board of Directors Resolves to Repurchase the Treasury Shares.
Detail

1.Date of the board of directors resolution:2021/03/162.Purpose of the share repurchase:To transfer shares to employees.
3.Type of shares to be repurchased:Common shares.
4.Ceiling on total monetary amount of share repurchase (NTD):1802599076
5.Scheduled period for the repurchase:2021/03/17~2021/05/16
6.No.of shares to be repurchased (shares):1500000
7.Repurchase price range (NTD):$60-$110, repurchase to continue
if the share price is below the minimum price.
8.Method for the repurchase:To repurchase in the centralized
securities exchange market(OTC).
9.Shares to be repurchased as a percentage of total
issued shares of the company (%):1.27
10.Cumulative no.of the company’s own shares held
at the time of reporting (shares):0
11.Status of repurchases within three years prior to
the time of reporting:There is no repurchases within
three years prior to the time of reporting.
12.Status of repurchases that have been reported but
not yet completed:None.
13.Minutes of the board of directors meeting that resolved
for the share repurchase:
The board of directors of the Company passed a resolution
in 2021 the second board meeting on March 16 to repurchase
shares on the stock exchange for a price between
NTD 60 and NTD 110 per share. This repurchase of common
shares is subject to a maximum
of NT$108,439,689. The Company expects to repurchase
1,500,000 shares.
14.The Rules for Transfer of Shares set forth in Article
10 of the Regulations Governing Share Repurchase by
TWSE-listed and TPEx-Listed Companies:
Article 1: Purpose
To motivate employees and in accordance with
Securities and Exchange Act” article 28-2-1-1 and regulation
of Financial Supervisory Commission on “Regulations Governing
Share Repurchase by Exchange-Listed and OTC-Listed Companies,
the Company establishes the ”Transfer repurchase shares to
employee procedure”.
The repurchased shares will be transferred to employees according
to related regulations and this procedure.
Article 2: The type of transfer shares, the content of the rights
and the obligation limitation situation.
The shares transferred to employees are common shares.
The rights and obligations of the shares, unless regulated by this
procedure or related laws, are the same as other common shares outstanding.
Article 3: Transfer period.
According to this procedure, transfer this phase’s repurchased shares
to employees in one time or various times within five years
from the repurchase date.
Article 4: Qualification of transferee.
For full-time employees who have joined the Company or the domestic and
foreign subsidiary company (owned over 50% voting rights directly or
indirectly), are entitled to subscribe the amount specified in article 5
of this procedure.
Article 5: The transfer procedure
The standard of employees’ subscription share is according to employees’
rank,
years of service and KPIs. It is as followings:
1. The list of qualified employees to subscription shares shall be submitted
by HR department to Chairman approve.
2. If the employee’s subscription period expires and fails to subscribe for
payment, it shall be deemed as a waiver; the chairman shall contact other
employees to subscribe for the balance of insufficient subscription. If it
still insufficient,should in accordance article 9 to conduct.
Article 6: The transfer procedure of share repurchase this phase:
1. According to the board resolution, announcement and filings to execute
company share repurchase during the repurchase period.
2. The Chairman is authorized under this procedure to establish and announce
the employee subscription record date, the standard for subscription shares,
the payment period, the rights and restrictions related matters.
3. Calculate the actual share amount with payment and transfer the shares
accordingly.
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.
Provided that if, prior to the transfer, there is either an increase
(or decrease) in the number of issued shares ofcommon stock of the Company,
the transfer price may be adjusted within a range proportional
to the increase (or the decrease).
Transfer price adjustment formula:
Adjusted transfer prices = Actual Average repurchase price x (The total
ordinary shares at the completion of the company’s purchase of shares
÷The total ordinary shares before
the company buys back shares to employees)
Article 8: The rights and obligations after transfer.
After the repurchased shares being transferred and registered under
employees’names, unless otherwise specified, the rights and obligations
of the shares
are the same as the other common shares.
Article 9: Other right and obligation items of company and employees.
Those shares repurchased by the Company for transfer shares to employees,
it shall be completely transfer within 5 years from the repurchased date,
those has not been transferred after the expiry date is deemed to be
the company’s unissued shares, and shall be registered
for cancellation of shares in accordance with the law.
Article 10:
This procedure shall be adopted and take effect following a resolution of
theboard of directors,and may be amended by submission to the board of
directors for a resolution.This procedure adopted on March 16, 2021.
Article 11:
This procedure shall report to shareholders’ meeting, and either to
amendments.
15.The Rules for Conversion of Shares or the Rules for
Subscription of Shares set forth in Article 11 of the
Regulations Governing Share Repurchase by TWSE-listed
and TPEx-Listed Companies:NA
16.Declaration that the financial status of the company
has been considered by the board of directors, and that
its capital maintenance will not be affected:
1. Through a majority vote at the 2nd Board Meeting attended by at least
two-thirds directors on 2021/03/16, The Company will repurchase 1,500,000
shares at Taipei Exchange market within 2 months of the filing date.
2. The total number of shares to be repurchased above is only 1.27% of the
Company’s shares outstanding, and the maximum amount of repurchase is only
1.4% of the Company’s current assets. The Company hereby declares that
the board of directors has taken into
account the Company’s financial standing, and the repurchase above will
have no impact on the maintenance of the Company’s capital.
3. The Declaration has been approved by all attending Directors (8 seats)
without objection.
PChome Online Inc.
Chairman: Jan Hung Tze
2021/3/16
17.Appraisal or opinion by a CPA or securities underwriter
about the reasonableness of the share repurchase price:
According to the opinion of KPMG CPA , the expect price range set by the
company to repurchase the company’s shares is reasonable, also the number
of shares to be repurchased and price range
have no significant impact on financial structure, net asset value per
share, EPS, ROE, quick ratio, current ratio and cash flows of the Company.
18.Any other matters stipulated by the SFB:None

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