Kenmec Mechanical Engineering : Announcement of the board resolution to repurchase treasury shares

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Provided by: KENMEC MECHANICAL ENGINEERING CO.,LTD.
SEQ_NO	3	Date of announcement	2022/03/18	Time of announcement	19:46:50
Subject	Announcement of the board resolution to repurchase treasury shares
Date of events	2022/03/18	To which item it meets	paragraph 35
Statement	1.Date of the board of directors resolution:2022/03/18 2.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):NT$509,373,785 5.Scheduled period for the repurchase:2022/03/21 ~ 2022/05/20 6.No.of shares to be repurchased (shares):2,000,000 shares 7.Repurchase price range (NTD):$20.0~$30.0, repurchase to continue if the share price is below the minimum price 8.Method for the repurchase:To repurchase in the open market 9.Shares to be repurchased as a percentage of total issued shares of the company (%):0.80% 10.Cumulative no.of the company's own shares held at the time of reporting (shares):2,000,000 shares 11.Status of repurchases within three years prior to the time of reporting: (1)Actual repurchase period:2021/01/27 ~ 2021/03/05 (2)Expected repurchase volume (shares):2,000,000 shares (3)Actual repurchase volume (shares):2,000,000 shares (4)Execution (% of actual volume out of expected volume):0.80% 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: Minutes of the board of direcctors meeting on 2022/03/18. 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: KENMEC MECHANICAL ENGINEERING CO.,LTD. Measures for the Transfer of Employees by the Treasury Unit. Article 1: In order to motivate employees and enhance the centripetal force of employees, the Company has formulated the Measures for the Company to Buy Back Shares and Transfer Employees in accordance with the relevant provisions of Article 28bis 1, Item 1 of Article 28bis of the Securities exchange law and the "Measures for Listed Companies to Buy Back Shares of listed companies" issued by the Financial Supervision and Administration Commission (hereinafter referred to as the FSC) and other relevant provisions, and the Company's repurchase of shares (hereinafter referred to as "Treasury Shares") shall be handled in accordance with the provisions of these Measures. Article 2: The treasury shares transferred by the Company to employees are all ordinary shares, and their rights and obligations are the same as those of the original issued shares, unless otherwise provided in these Measures. Article 3: The period of transfer of treasury shares shall be limited to five years from the date of repurchase of shares in accordance with the law, and may be transferred to employees in one or parted manner. The employee subscription payment period and related matters of each transfer operation shall be authorized to be separately determined by the chairman of the board. Article 4: All full-time employees who come to work before the benchmark date of the subscription or whose direct and indirect shareholding of the Company holds more than 50% of the shares at home and abroad, and whose full-time employees who have not violated the work rules of the Company in the previous year and the current year and have been punished, shall enjoy the right to subscribe for treasury shares. Article 5: The amount of treasury shares that employees can subscribe for, the company may calculate according to the employee's position, service seniority and performance performance; The amount of shares in each transfer operation, the basis date for the calculation of seniority, the subscription and payment period and the transfer restrictions shall be authorized to be separately approved by the chairman of the board of directors in accordance with relevant regulations. Article 6: Employees who have not subscribed for the payment period at the expiration of the subscription payment period shall be deemed to have waived;The balance of insufficient subscription shall be subscribed by the chairman of the board of directors in consultation with other employees. Article 7: The transfer of treasury shares shall be handled in accordance with the following procedures: First, according to the resolution of the board of directors, the announcement, declaration and repurchase of the treasury shares within the time limit. 2. Fix and announce the employee's stock subscription benchmark date, the standard for the number of shares to be subscribed, the subscription payment period and other operational matters. 3. Handle the registration of the transfer of shares. Article8: The transfer price per share of the Treasury Shares shall be the transfer price of the average price actually repurchased by the Treasury Shares,except that in the event of an increase in the number of issued ordinary shares of the Company before the transfer, it may be adjusted according to the increase rate of the issued shares. Article8-1:If the transfer is made to an employee at an average price lower than the average price actually bought back, in accordance with the provisions of the Articles of Association of this Articles of Association, it shall be carried out with the consent of the latest shareholders' meeting on behalf of more than half of the shareholders representing the total number of issued shares,and with the consent of more than two-thirds of the voting rights of the shareholders present, and shall be handled after the reasons for convening the shareholders' meeting are listed and explained the matters stipulated in Article10-1 of the Measures for the Repurchase of Shares by Listed Companies. Article 9: The company shall handle the transfer of the treasury shares to the subscribed employees after paying the relevant taxes in accordance with the law. Article 10: The treasury shares purchased by the Company for the purpose of transferring the shares to the employees shall be fully transferred within five years from the date of repurchase, and the part that has not been transferred within the time limit shall be deemed to have not issued shares of the Company,and the change of the cancellation of the shares shall be registered in accordance with the law. Article 11: These Measures shall be adopted by the resolution of the Board of Directors and shall be reported to the Board of Directors for revision by resolution. Article 12: These Measures are scheduled for March 18, 2022. 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:N/A 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: KENMEC MECHANICAL ENGINEERING CO.,LTD Announcment for shares repurchase 一、Board of directors resolved on 2022/03/18 to repurchase2,000,000 shares from centralized securities exchange market during 2022/03/21 to 2022/05/20. 二、The total number of shares to be repurchased above is only 0.8% of the Company's shares outstanding, and the maximum amount of repurchase is only 1.14% 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. 三、The above mentioned declaration was resolved by the board of directors with consent from all 7 directors present. 17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price: KENMEC MECHANICAL ENGINEERING CO.,LTD. Assessment of the reasonableness of the repurchased share price In order to transfer shares to employees, KENMEC MECHANICAL ENGINEERING CO.,LTD. plans to repurchase 2,000 shares of the company between March 21, 2022 and May 20,2022 in accordance with the provisions of paragraph 3 of item 1 of Article 28bis of the Securities and Exchange Law, with the repurchase price ranging from 20 yuan to 30 yuan,and the reasonableness of the price set by the underwriter is as follows: 一、The reasonableness of the price range for buying back shares (一)The legitimacy of the buy-back price range setting The price range for the Company's repurchased shares ranges from $20 to $30,and the price determination process is legalized by a resolution of the Company's Board of Directors on March 18, 2022. (二)The reasonableness of the buy-back price range setting According to the provisions of the "Treasury Stock Q&A Collection Full Edition" issued on 2019.12.05, the reasonable price range of the company's repurchased shares is 18.34 yuan to 38.93 yuan, and the price range of the repurchased price is expected to be between $20 to $30, which meets the upper and lower limits of the repurchase price specified above,so the purchase price should be reasonable. 18.Any other matters stipulated by the SFB:None.