Board resolution on company share re-purchase
2018/05/02

1. Date of board resolution: 05/02/2018

2. Purpose for share repurchase: To maintain goodwill and the rights and interest of shareholders.

3. Type of share: Common shares

4. Maximum amount re-purchase: NT$3,793,619,398

5. Planned period of re-purchase: 05/03/2018 to 07/02/2018

6. Planned quantity of re-purchase: 3,400,000 shares

7. Planned price range of re-purchase: NT$67.00 to NT$100.00, repurchase will continue below this price range.

8. Way of re-purchase: From the stock market.

9. Percentage of planned quantity of re-purchase in the totally issued shares: 4.29%

10. Cumulative number shares held at time of declaration: 0

11. Status of own share repurchase in the last three years: No re-purchase.

12. Status of incomplete reported re-purchase: No such report.

13. Minutes of board meeting of the re-purchase resolution:

This proposal to re-purchase 3,400,000 shares of own shares was approved by the board meeting on May 2, 2018.

14.The rules for transfer of shares specified in Article 10 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”: N/A.

15. The rules for transfer or subscription specified in Article 11 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies:”: N/A.

16. Declaration that the financial state of the company was considered at the board meeting and the maintenance of its capital would be unaffected by the repurchase:

The total quantity of shares repurchased commands at only 4.29% of the company’s totally issued shares, and the amount of capital for repurchasing such shares accounts for only 5.53% of the company’s current assets. Therefore, we hereby declare that the financial state of the company has been considered at the board meeting and the maintenance of its capital would be unaffected by the repurchase.

17. CPA’s or underwriter’s appraisal on the fairness of the repurchase price:

With regard to the opinion expressed by CPA Yong-hua Huang of KPMG Taiwan, the price between NT$67 and NT$100 for repurchasing 3,400,000 shares of the company’s own shares will not bring any significant effect to the financial structure, net worth per share, equity per share, return on equity, quick ratio, current ratio, and cash flow of the company. The price range for a re-purchase is thus fair.

18. Other matters required by the Securities and Futures Bureau: No.