1.date of the board of directors resolution:na
2.record date of capital reduction:2023/08/01
3.plan for capital reduction and replacement of shares:
the annual general shareholders’ meeting of the company held on may
31, 2023 has resolved to execute the capital reduction. the amount
and number of shares for capital reduction will be nt$ 652,908,590,
and 65,290,859 shares respectively, which was approved by the letter
no.1121803091 of twse on july 27, 2023. the application for amendment
registration has been approved by the letter no.1120026210 of hsinchu
science park bureau national science and technology council on aug. 9,
2023. this plan is based on ” taiwan stock exchange corporation
procedures for the exchange of securities certificates by twse listed
companies”, which was approved by the letter no.1120014893 of twse on
aug. 16, 2023.
一.the matters of the plan are as followed:
1.total shares for replacement:this replacement of shares includes
all listed shares issued in the past common shares amounting to
186,545,312 with par value of nt$10, totaling nt$1,865,453,120.
2.total shares and amount of capital reduction: 65,290,859 shares;
amounted nt$652,908,590; capital reduction percentage:35%.
3.total shares and amount of the common shares after the capital
reduction: total no. of replaced shares after capital reduction
will be 121,254,453 with par value of nt$10 paid-in capital of
replaced shares after capital reduction will be nt$1,212,544,530.
4.calculated individually based on the no. of shares held by each
shareholder on the shareholders’roster at the record date for
replacement of shares upon capital reduction. 650 shares will be
reissued for every 1,000 shares (a reduction of 350 shares per
every 1,000 shares). a cash refund of nt$ 3,500 is expected to be
returned for every 1,000 shares. shareholders may have the
company’s stock affairs unit consolidate fractional shares after
capital reduction into whole shares, from five days before the
book closure date of replacement of shares upon capital reduction
to the book closure ending date, and register the whole shares.
based on the last trading day closing prices on the stock exchange
market prior to the company’s record date for capital reduction
and replacement of shares, cash shall be paid to shareholders
according to the proportion of fractional shares that still cannot
be consolidated into a whole share after consolidation, and rounded
to the nearest dollar (insufficient amounts shall be rounded off).
the chairman is authorized to designate specific persons for
purchase at the aforesaid closing price.
5.these new shares for replacement adopt non-physical issuance, and
will have the same rights and obligations as the original.
二.replacement of shares and capital reduction schedule:
1.last trading day of original shares: sep. 6, 2023.
2.trading suspension period of original shares:
from sep. 7, 2023 to sep. 15, 2023.
3.book closure date of original shares:
sep. 10, 2023 (since the book closure ending date is sep. 10,
2023, which is a regular holiday, the on-site stock transfer date
will be sep. 8, 2023. please come to the company's stock registrar
and transfer agent in advance before 16:30 on sep. 8, 2023.
transfer must be performed by registered mail before sep. 10, 2023
(last day before book closure), and postmark shall serve as proof.)
4.book closure period of original shares:
from sep. 11, 2023 to sep. 15, 2023
5.record date of capital reduction and replacement of shares:
sep. 15, 2023.
6.listing and trading date for the new shares, and listing termination
date for original shares: sep. 18, 2023.
7.payment date of the refund for capital reduction with cash payment:
sep. 18, 2023.
8.from the date of listing and trading of new shares, old shares shall
not be used as a subject of trading and delivery.
三.replacement procedure, processing and location:
1.since the company has issued share certificates in scripless form,
for the shareholders who do not have a centralized custody account,
please open one with your current security firm to ensure the
operation of the conversion can be carried out.
2.for the shareholders who hold original spot traded shares and have
appropriately performed transfer. after the listing date for new
shares (sep. 18, 2023), please bring the original spot traded share
certificates and the original seal to the company’s stock registrar
and transfer agent for non physical registration or depository book
entry transfer.
3.for those holding original spot traded shares and who failed to
appropriately perform transfer and replacement. after the listing
date for new shares (sep. 18, 2023), please bring the original spot
traded share certificates and the notice of transfer, the report of
purchasing or the tax record of the transactions, the list of the
share withdrawal no., the copy of both sides of your id, and the
original seal to the company’s stock registrar and transfer agent
for non physical registration or depository book entry transfer.
4.the taiwan depository & clearing corporation will replace all the
shares which were deposited in depository accounts with non physical
new shares on the listing and trading date of the new shares, and no
processing is necessary.
5.location for replacement: the company’s stock registrar and
transfer agency, yuanta securities co., ltd. (103432 b1, no. 210,
sec. 3, chengde rd., taipei city). tel:02-2586-5859.
四.if the company’s plan for replacement of shares upon capital
reduction and the record date might be adjusted due to subsequent
changes in laws, requests from regulatory authorities, or other
factors, the chairman is authorized to handle them at his discretion.
五.any issues not covered herein shall be subject to the company act or
other related regulations.
4.record date of replacement of shares:2023/09/15
5.book closure starting date:2023/09/11
6.book closure ending date:2023/09/15
7.rights and obligations of the new shares after capital reduction:
the new shares will have the same rights and obligations as the
original shares.
8.anticipated listing date for the new shares:2023/09/18
9.estimated no.of listed common shares after issuance of new shares upon
capital reduction:121,254,453 shares
10.estimated ratio of listed common shares after issuance of new shares upon
capital reduction to outstanding common shares:100%
11.please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of listed common shares upon capital
reduction does not reach 60 million and the percentage does not
reach 25%:na
12.any other matters that need to be specified:
the company's 2023 annual general shareholders meeting has authorized the
chairman to set the record date of capital reduction, the record date of
replacement of shares, and the relevant matters.