NEWS
Announcement that the company's board of directors has resolved to buy back treasury shares and transfer them to employees.
1. The date of the board of directors: 111/12/13
2. Purchase shares: transfer shares to employees
3. Buy back stock types: Ordinary stocks
4. The upper limit of the total amount of the shares (yuan): 613,013,083
5. Reservations for buying back: 111/12/14 ~ 112/02/13
6. Number of scheduled to buy back (share): 1000,000
7. Buy back range price (yuan): 40.00 ~ 70.00, the company's stock price is lower than the lower limit price, and will continue to buy back
8. How to buy back: buy back from the centralized trading market
9. The ratio of the total number of shares of the company's issued shares (%): 1.17
10. At the time of declaration, the cumulative shares of the company's shares have been held (shares): 0
11. The situation of buying back to the company's shares within the first three years of the application:
(1) During the actual purchase of the shares: 109/03/26 ~ 109/03/26, the scheduled to buy the stock number (shares): 600000, the actual number of returned shares has been bought (Stock): 25000. Execution (Actually, the number of shares has been purchased accounted for%of the scheduled buyers): 4.00
12. Situation that has been declared to buy back but not executed:
In order to safeguard shareholders 'rights and interests in the first fifth time, in order to safeguard shareholders' rights and interests, they should be paid in batches depending on the market mechanism and the status of the transaction volume. Slightly, so it was not executed.
13. The board of directors decided to buy back to the share of the shares:
The first case: I plan to buy back the company's shares, please ask for discussion.
Description:
In order to motivate employees and improve their centripetal force, the company intends to be based on the first paragraph of Article 28 of the Securities Trading Law and the "listing on the listing on the listing on the listing of the listing and management committee Cabinet companies buy back to our company's shares "and other relevant regulations to buy back to our company's shares.
2. According to Article 28 of the Securities Trading Law, the company has issued the shares of the company. The content is as follows:
1. Buy back shares: transfer shares to employees.
2. Buy back the type of shares: the company's ordinary shares.
3. The total amount of buying back the shares: NT $ 613,013,083. The upper limit of the amount required to buy back the shares is NT $ 70,000,000.
4. It is expected to be implemented within two months from the date of declaration, it is expected to be completed from December 14, 111 to February 13, 112 of the Republic of China; Those who have not been executed within the time limit, if they must buy it back, the board of directors shall be repeatedly requested to decide the board of directors.
5. It is expected to buy back 1,000,000 shares, accounting for 1.17%of the total number of shares that the company has issued 85,262,959 shares. The number of shares must be bought back every day to 333 shares (that is, one -third of the total number of buy back).
6. The price of buying back is NT $ 40.00 to 70.00 yuan. When the company's stock price is lower than the lower limit of the specified buying range of 40.00 yuan, it will continue to execute the buyer. As of December 12, 111, the average closing price of the top ten business days and 30 business days of the company was 50.36 yuan and 49.16 yuan, respectively. It was 75.54 yuan; and December 12, 111, the closing price of the Japanese company at 49.05 yuan was 70 % of 34.34 yuan.
7. How to buy back: buy back the market for the sale center of the securities counter.
8. The number of shares of the company's shares at the time of declaration: 0 shares.
9. The situation of buying back to our company within the first three years of the declaration: Details [Annex 4].
10. The case that has been declared to buy back but has not yet been implemented: the fifth time the previous implementation of the treasury shares, in order to protect shareholders' rights and market mechanisms, depending on the changes in stock prices and transaction volume status. Buy back in batches, so it is not completed.
3. The total number of shares of the company this time accounts for only 1.17%of the company's income capital, and the upper limit of the amount required for buying the shares accounts for 2.45%of the company's mobile assets. The company has considered the company. The financial situation is not enough to affect the company's financial status and capital maintenance. Another industry has asked Taichung Bank Securities Co., Ltd. to issue an assessment opinion on the rationality of the company's buying stock price, details [Annex 5].
if the case is decided to pass, according to Article 2 of the "listing company to buy back to our company", the company's declaration shares shall be attached to "the board of directors has considered the company's finances. The situation does not affect the statement of the company's capital maintenance ", detailed [Annex 6].
5. According to the provisions of Article 2 and 10 of the “Back to the Company’ s Shareholders ”, I would like to formulate the“ Measures for the employee of buying back to the shares to transfer the shareholders ”. Attachment 7].
6. After the board of directors in this case is approved, it is reported to the competent authority for investigation. If the law is renewed or required by the competent authority, the chairman authorizes the full authority.
Seven, this case was submitted to the board of directors for discussion after the audit committee was reviewed and approved on December 13, 111.
Description:
(1) This case was reviewed and approved by the Audit Committee on December 13, 111.
(2) The chairman of this case was adopted by all the directors attended by all the directors.
14. Article 1 In order to motivate employees and improve the effort of employees, the Company shall be based on the relevant regulations such as the "Listing Council Company's Sharement Measures" issued by the "Listed Counter Council Company" issued by the Securities Trading Law and issued by the Financial Supervision and Administration Commission. , Set the company's method of buying a return shares to transfer employees. The company bought a return shares to employees. In addition to the provisions of the relevant laws and regulations, it is handled in accordance with the provisions of these Measures.类 The type, content and rights of transfer of shares﹚
Article 2 The shares of the transfer to employees are ordinary shares. The rights and obligations are the same as those who have other regulations in addition to the relevant laws and regulations and other regulations. ﹚ During the transfer period r
Article 3 The shares that are purchased this time may be transferred to employees within 5 years from the date of buying back the shares in accordance with the regulations of this Measures. ﹚ The qualifications of the assignee b
Article 4 Any employees who have reached the year or have a special contribution to the company and have a special contribution to the company and the employees of the belonging to the company at home and abroad in accordance with Article 5 of these Measures, and enjoy the subscription qualifications in accordance with Article 5 of these Measures. Essence The company referred to in these Measures is based on Article 3609 of the Company Law, 3 of 369, 369, 9, 9 and 360 The standard of the nine articles is determined.
The employees referred to in these measures refer to all employees who have salary of affiliated companies at home and abroad as described by the company and the previous items. Part -time employees, temporary employees, short -term workers and outsourcing workers are not applicable to these measures.
The employee of the first company's belonging to the company shall, the visa accountant shall report to the board of directors after the visa accountant meets the requirements of the qualifications. However, the affiliated company employees, which are in line with Article 369 of the Companion Law, are not limited.股 Employees have to subscribe to the stock number﹚
Article 5 The company shall consider the standards of employee positions, annual service, and special contributions to the company, and take into account the total number of shares of the company's housing shares and the maximum number of subscribed shares of employees during the basis date of the shares. The number of shares of the transfer of shares, the actual eligibility qualifications and the number of subscriptions are resolved by the board of directors. I. Transfer employee managers who are personally or employees who are employees: should be reported to the board of directors after the salary remuneration committee agreed. If a subordinate company has a salary compensation committee in accordance with relevant regulations, if the transfer object is the manager of these companies, it must be reported to the company's salary and remuneration committee before reporting to the board of directors of the company. If a company does not need to set up a salary compensation committee, it is necessary to report to the company's audit committee to agree to the board of directors.
Second, the employee who is transferred to the company or a subordinate company manager should be reported by the company's audit committee before reporting to the board of directors. Those who have not subscribed to the payment in the payment period have not yet subscribed to the payment period, and they are deemed to be abstainable. The remaining amount of subscription can be subscribed by the board of directors or to the third transfer period. And report to the compensation committee or the audit committee after reviewing the shares of the shares. ﹚ Transfer procedure r
Article 6 The operation procedures for the transfer to employees to employees this time:
I. According to the decision of the board of directors, the announcement, declaration, and buying the company's shares within the execution period.
2. The board of directors sets up and announced the employee's shares in accordance with these measures, the standards for subscribing to the shares, the subscription and payment period, the content of the rights, and the restriction conditions.
3. Statistically subscribe to the number of payment shares and handle the transfer registration of shares. 让 The transfer price per share agreed﹚
Article 7 The transfer of shares to employees this time will be transferred to the employee, and the average price of the actual buy back is the transfer price (calculated to the first place to the decimal point, and then the four houses and five entrants). Or decrease, it must be adjusted according to the increase or decrease of the issuance shares. Transfer price adjustment formula: Transfer price = the average price X of the actual purchase of the shares X (the total number of ordinary shares that have been issued when applying for buying back to the shares/the total number of ordinary shares that have been issued before employees) The number system refers to the total number of shares issued by ordinary shares to reduce the number of treasury stocks that have not been canceled or transferred. The right to the right after the transfer﹚
Article 8 After the transfer of the shares to the employees and the transfer registration of this time, in addition to the other registered registered, the residual rights obligations are the same as the original shares.员 Other related companies and employees' rights and obligations﹚
Article 9 The shares transferred in accordance with these Measures shall be borne by the company or employees shall be borne by the company or employees in accordance with the relevant laws and regulations of the time. The target of the transfer will be suspended, death, retirement, and significant Those who have lost their employees and lose their subscription qualifications in violation of labor contracts or work rules. However, those who transfer the shares to the date of shares to the settlement date of the shares will be processed in the following ways:
First, those who are killed by occupational disasters, the heirs of the transfer object still have to pay the shares after paying the shares.
2. If you transfer to the company's subsidiaries, the transfer of the transfer shall still obtain the subscription shares after paying the shares.
> Other b
Article 10 Treasury shares bought by the company to transfer shares to employees, and the overdue part of the overdue is deemed that the company's non -issuance shares shall handle the registration of the shares in accordance with the law.
Article 11 If there are no matters in these measures, it shall be handled in accordance with relevant regulations or requirements for the competent authority.
Article 12 These Measures will take effect after being passed by the board of directors, and shall be reported to the board of directors to resolve the revision.
Article 13 These Measures follow the revolution: Statement: The board of directors passed on December 13, 111, 111.
15. "Listing Council Company Buy back to the Company's Sharement Measures" stipulated in Article 11 or shares: not applicable.
16. The board of directors has considered the company's financial status and does not affect the company's capital maintenance statement:
I. The company's consent of more than one -half of the directors of the board of directors on December 13, 111 (16th of 111) attended and attended more than one -half of the directors. The Commercial and Business Office bought the company's shares of 1,000,000 shares.
2. The total number of buyers who bought the shares above only accounts for 1.17%of the company's issuing shares, and the upper limit of the amount required to buy back the shares accounts for only 2.45%of the company's mobile assets. Buying back does not affect the maintenance of the company's capital.
3. This statement is approved by the company's above -mentioned directors' meetings. A total of 7 directors agreed to the content of the statement, and this statement.
17.Accountants or securities underwriters' opinions on the reasonableness of the share repurchase price:
The price of the shares of the shares set by SOFTSTAR GROUP INC. Company is 40 yuan to 70 yuan. The basis of the references by Taichung Bank Securities Co., Ltd. is not yet consistent. In addition, according to the price of SOFTSTAR GROUP INC. in accordance with the price of the buying range ordered, in addition to causing cash outflows, the financial structure, net value per share, earnings per share, returns of shareholders' equity, flow ratio, quick momentum, quick momentum, quick momentum, quick momentum The ratio, etc., has no major adverse effects.
18. Matters prescribed by other certificate period bureaus: None
2. Purchase shares: transfer shares to employees
3. Buy back stock types: Ordinary stocks
4. The upper limit of the total amount of the shares (yuan): 613,013,083
5. Reservations for buying back: 111/12/14 ~ 112/02/13
6. Number of scheduled to buy back (share): 1000,000
7. Buy back range price (yuan): 40.00 ~ 70.00, the company's stock price is lower than the lower limit price, and will continue to buy back
8. How to buy back: buy back from the centralized trading market
9. The ratio of the total number of shares of the company's issued shares (%): 1.17
10. At the time of declaration, the cumulative shares of the company's shares have been held (shares): 0
11. The situation of buying back to the company's shares within the first three years of the application:
(1) During the actual purchase of the shares: 109/03/26 ~ 109/03/26, the scheduled to buy the stock number (shares): 600000, the actual number of returned shares has been bought (Stock): 25000. Execution (Actually, the number of shares has been purchased accounted for%of the scheduled buyers): 4.00
12. Situation that has been declared to buy back but not executed:
In order to safeguard shareholders 'rights and interests in the first fifth time, in order to safeguard shareholders' rights and interests, they should be paid in batches depending on the market mechanism and the status of the transaction volume. Slightly, so it was not executed.
13. The board of directors decided to buy back to the share of the shares:
The first case: I plan to buy back the company's shares, please ask for discussion.
Description:
In order to motivate employees and improve their centripetal force, the company intends to be based on the first paragraph of Article 28 of the Securities Trading Law and the "listing on the listing on the listing on the listing of the listing and management committee Cabinet companies buy back to our company's shares "and other relevant regulations to buy back to our company's shares.
2. According to Article 28 of the Securities Trading Law, the company has issued the shares of the company. The content is as follows:
1. Buy back shares: transfer shares to employees.
2. Buy back the type of shares: the company's ordinary shares.
3. The total amount of buying back the shares: NT $ 613,013,083. The upper limit of the amount required to buy back the shares is NT $ 70,000,000.
4. It is expected to be implemented within two months from the date of declaration, it is expected to be completed from December 14, 111 to February 13, 112 of the Republic of China; Those who have not been executed within the time limit, if they must buy it back, the board of directors shall be repeatedly requested to decide the board of directors.
5. It is expected to buy back 1,000,000 shares, accounting for 1.17%of the total number of shares that the company has issued 85,262,959 shares. The number of shares must be bought back every day to 333 shares (that is, one -third of the total number of buy back).
6. The price of buying back is NT $ 40.00 to 70.00 yuan. When the company's stock price is lower than the lower limit of the specified buying range of 40.00 yuan, it will continue to execute the buyer. As of December 12, 111, the average closing price of the top ten business days and 30 business days of the company was 50.36 yuan and 49.16 yuan, respectively. It was 75.54 yuan; and December 12, 111, the closing price of the Japanese company at 49.05 yuan was 70 % of 34.34 yuan.
7. How to buy back: buy back the market for the sale center of the securities counter.
8. The number of shares of the company's shares at the time of declaration: 0 shares.
9. The situation of buying back to our company within the first three years of the declaration: Details [Annex 4].
10. The case that has been declared to buy back but has not yet been implemented: the fifth time the previous implementation of the treasury shares, in order to protect shareholders' rights and market mechanisms, depending on the changes in stock prices and transaction volume status. Buy back in batches, so it is not completed.
3. The total number of shares of the company this time accounts for only 1.17%of the company's income capital, and the upper limit of the amount required for buying the shares accounts for 2.45%of the company's mobile assets. The company has considered the company. The financial situation is not enough to affect the company's financial status and capital maintenance. Another industry has asked Taichung Bank Securities Co., Ltd. to issue an assessment opinion on the rationality of the company's buying stock price, details [Annex 5].
if the case is decided to pass, according to Article 2 of the "listing company to buy back to our company", the company's declaration shares shall be attached to "the board of directors has considered the company's finances. The situation does not affect the statement of the company's capital maintenance ", detailed [Annex 6].
5. According to the provisions of Article 2 and 10 of the “Back to the Company’ s Shareholders ”, I would like to formulate the“ Measures for the employee of buying back to the shares to transfer the shareholders ”. Attachment 7].
6. After the board of directors in this case is approved, it is reported to the competent authority for investigation. If the law is renewed or required by the competent authority, the chairman authorizes the full authority.
Seven, this case was submitted to the board of directors for discussion after the audit committee was reviewed and approved on December 13, 111.
Description:
(1) This case was reviewed and approved by the Audit Committee on December 13, 111.
(2) The chairman of this case was adopted by all the directors attended by all the directors.
14. Article 1 In order to motivate employees and improve the effort of employees, the Company shall be based on the relevant regulations such as the "Listing Council Company's Sharement Measures" issued by the "Listed Counter Council Company" issued by the Securities Trading Law and issued by the Financial Supervision and Administration Commission. , Set the company's method of buying a return shares to transfer employees. The company bought a return shares to employees. In addition to the provisions of the relevant laws and regulations, it is handled in accordance with the provisions of these Measures.类 The type, content and rights of transfer of shares﹚
Article 2 The shares of the transfer to employees are ordinary shares. The rights and obligations are the same as those who have other regulations in addition to the relevant laws and regulations and other regulations. ﹚ During the transfer period r
Article 3 The shares that are purchased this time may be transferred to employees within 5 years from the date of buying back the shares in accordance with the regulations of this Measures. ﹚ The qualifications of the assignee b
Article 4 Any employees who have reached the year or have a special contribution to the company and have a special contribution to the company and the employees of the belonging to the company at home and abroad in accordance with Article 5 of these Measures, and enjoy the subscription qualifications in accordance with Article 5 of these Measures. Essence The company referred to in these Measures is based on Article 3609 of the Company Law, 3 of 369, 369, 9, 9 and 360 The standard of the nine articles is determined.
The employees referred to in these measures refer to all employees who have salary of affiliated companies at home and abroad as described by the company and the previous items. Part -time employees, temporary employees, short -term workers and outsourcing workers are not applicable to these measures.
The employee of the first company's belonging to the company shall, the visa accountant shall report to the board of directors after the visa accountant meets the requirements of the qualifications. However, the affiliated company employees, which are in line with Article 369 of the Companion Law, are not limited.股 Employees have to subscribe to the stock number﹚
Article 5 The company shall consider the standards of employee positions, annual service, and special contributions to the company, and take into account the total number of shares of the company's housing shares and the maximum number of subscribed shares of employees during the basis date of the shares. The number of shares of the transfer of shares, the actual eligibility qualifications and the number of subscriptions are resolved by the board of directors. I. Transfer employee managers who are personally or employees who are employees: should be reported to the board of directors after the salary remuneration committee agreed. If a subordinate company has a salary compensation committee in accordance with relevant regulations, if the transfer object is the manager of these companies, it must be reported to the company's salary and remuneration committee before reporting to the board of directors of the company. If a company does not need to set up a salary compensation committee, it is necessary to report to the company's audit committee to agree to the board of directors.
Second, the employee who is transferred to the company or a subordinate company manager should be reported by the company's audit committee before reporting to the board of directors. Those who have not subscribed to the payment in the payment period have not yet subscribed to the payment period, and they are deemed to be abstainable. The remaining amount of subscription can be subscribed by the board of directors or to the third transfer period. And report to the compensation committee or the audit committee after reviewing the shares of the shares. ﹚ Transfer procedure r
Article 6 The operation procedures for the transfer to employees to employees this time:
I. According to the decision of the board of directors, the announcement, declaration, and buying the company's shares within the execution period.
2. The board of directors sets up and announced the employee's shares in accordance with these measures, the standards for subscribing to the shares, the subscription and payment period, the content of the rights, and the restriction conditions.
3. Statistically subscribe to the number of payment shares and handle the transfer registration of shares. 让 The transfer price per share agreed﹚
Article 7 The transfer of shares to employees this time will be transferred to the employee, and the average price of the actual buy back is the transfer price (calculated to the first place to the decimal point, and then the four houses and five entrants). Or decrease, it must be adjusted according to the increase or decrease of the issuance shares. Transfer price adjustment formula: Transfer price = the average price X of the actual purchase of the shares X (the total number of ordinary shares that have been issued when applying for buying back to the shares/the total number of ordinary shares that have been issued before employees) The number system refers to the total number of shares issued by ordinary shares to reduce the number of treasury stocks that have not been canceled or transferred. The right to the right after the transfer﹚
Article 8 After the transfer of the shares to the employees and the transfer registration of this time, in addition to the other registered registered, the residual rights obligations are the same as the original shares.员 Other related companies and employees' rights and obligations﹚
Article 9 The shares transferred in accordance with these Measures shall be borne by the company or employees shall be borne by the company or employees in accordance with the relevant laws and regulations of the time. The target of the transfer will be suspended, death, retirement, and significant Those who have lost their employees and lose their subscription qualifications in violation of labor contracts or work rules. However, those who transfer the shares to the date of shares to the settlement date of the shares will be processed in the following ways:
First, those who are killed by occupational disasters, the heirs of the transfer object still have to pay the shares after paying the shares.
2. If you transfer to the company's subsidiaries, the transfer of the transfer shall still obtain the subscription shares after paying the shares.
> Other b
Article 10 Treasury shares bought by the company to transfer shares to employees, and the overdue part of the overdue is deemed that the company's non -issuance shares shall handle the registration of the shares in accordance with the law.
Article 11 If there are no matters in these measures, it shall be handled in accordance with relevant regulations or requirements for the competent authority.
Article 12 These Measures will take effect after being passed by the board of directors, and shall be reported to the board of directors to resolve the revision.
Article 13 These Measures follow the revolution: Statement: The board of directors passed on December 13, 111, 111.
15. "Listing Council Company Buy back to the Company's Sharement Measures" stipulated in Article 11 or shares: not applicable.
16. The board of directors has considered the company's financial status and does not affect the company's capital maintenance statement:
I. The company's consent of more than one -half of the directors of the board of directors on December 13, 111 (16th of 111) attended and attended more than one -half of the directors. The Commercial and Business Office bought the company's shares of 1,000,000 shares.
2. The total number of buyers who bought the shares above only accounts for 1.17%of the company's issuing shares, and the upper limit of the amount required to buy back the shares accounts for only 2.45%of the company's mobile assets. Buying back does not affect the maintenance of the company's capital.
3. This statement is approved by the company's above -mentioned directors' meetings. A total of 7 directors agreed to the content of the statement, and this statement.
17.Accountants or securities underwriters' opinions on the reasonableness of the share repurchase price:
The price of the shares of the shares set by SOFTSTAR GROUP INC. Company is 40 yuan to 70 yuan. The basis of the references by Taichung Bank Securities Co., Ltd. is not yet consistent. In addition, according to the price of SOFTSTAR GROUP INC. in accordance with the price of the buying range ordered, in addition to causing cash outflows, the financial structure, net value per share, earnings per share, returns of shareholders' equity, flow ratio, quick momentum, quick momentum, quick momentum, quick momentum The ratio, etc., has no major adverse effects.
18. Matters prescribed by other certificate period bureaus: None
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