Wei Chih Steel Industrial : Announcement that the Board of Directors resolved to buy back shares of the Company

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Provided by: WEI CHIH STEEL INDUSTRIAL CO.,LTD.
SEQ_NO	3	Date of announcement	2022/08/11	Time of announcement	17:41:56
Subject	Announcement that the Board of Directors resolved to buy back shares of the Company
Date of events	2022/08/11	To which item it meets	paragraph 35
Statement	1.Date of the board of directors resolution:2022/08/11 2.Purpose of the share repurchase: Transfer company stock to employees. 3.Type of shares to be repurchased:Common shares. 4.Ceiling on total monetary amount of the share repurchase (NTD): NT$967,489,108 5.Scheduled period for the repurchase:2022/08/12~2022/10/11 6.No.of shares to be repurchased (shares):2,000,000 shares 7.Repurchase price range (NTD):NT$18-NT$28 per share; However,the company will still execute the repurchase should the price fall below the lower limit. 8.Method for the repurchase:To repurchase shares from Taiwan Stock Exchange. 9.Shares to be repurchased as a percentage of total issued shares of the Company (%):0.61 10.Cumulative no.of the Company's own shares held at the time of reporting (shares):0 11.Status of repurchases within three years prior to the time of reporting:NA 12.Status of repurchases that have been reported but not yet completed:NA 13.Minutes of the board of directors meeting that resolved for the share repurchase: The sixth reason: The first time in 2022 to buy back the company's shares and transfer them to employees, which is submitted for deliberation. Illustrate: Article 1:For the purpose of encouraging our employees and retain outstanding talents, it is planned to proceed in accordance with the provisions of the "Measures for the Repurchase of the Company's Shares by Listed OTC Companies", and the repurchased treasury shares will be transferred to employees. The relevant conditions for the proposed repurchase of the Company's shares are as follows: 1. Purpose of repurchase shares: transfer to employees. 2. Type and quantity of shares scheduled to be repurchased: 2,000,000 ordinary shares. . 3. The upper limit of the total amount of shares repurchased: NT$ 690,631,000. 4. Expected buyback period and: 12 August, 2022 to 11 October, 2022. 5. Repurchase range price: NT$18 to $28 per share; however, if the stock price is lower than the lower limit of the aforementioned range,the company will continue to execute the repurchase of the company's shares. 6. Repurchase method: Repurchase in the centralized trading market of own marketable securities. Article 2:The shares scheduled to be repurchased this time account for 0.61% ofthe company's issued shares. Considering the company's financial status, this case should have no significant impact on the company's capital maintenance. Attached is the "Statement of the Board of Directors" as Annex 6. Article 3: To cooperate with the repurchase and transfer of shares to employees,the company's "Measures for the first repurchase and transfer of shares in 2022" are formulated as Annex 7. Article 4: This case has been approved by the Audit Committee. Article 5: Submit for consideration. 14.The Rules for Transfer of Shares set forth in Article 10 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies: Article 1 For the purpose of encouraging our employees and to build cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the "Securities and Exchange Act" and the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies" issued by Financial Supervisory Commission R.O.C., establishes the "Plan of Share Repurchase and Transferring to the Employees" (the "Plan").Except otherwise provided in relevant laws or regulations, all share repurchase and transferring to the employees of the Company shall be implemented in compliance with the Plan. Article 2 Type of transfer of shares, content of rights and restrictions on rights The shares to be transferred to the employees are ordinary shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other ordinary shares of the Company. Article 3 Transfer period The repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within 5 years from the date of share-repurchase. Article 4 Transferee's eligibility Full-time employees of the company who have been employed for one year before the stock subscription base date or who have made special contributions to the company and have been submitted to the board of directors for approval, as well as full-time employees of the company that directly or indirectly hold more than 50% of the voting shares of the same investee company employees and consultants (those who are contracted on a fixed-term basis,who perform special or project tasks delivered by the company and receive remuneration) may be eligible for subscription according to the subscription amount specified in Article 5 of these Regulations. Article 5 Numbers of shares to be subscribed by employees The Board of Directors shall decide the qualifications and the acutal number of shares to be subscribed by considering certain factors, such as the employees'level, seniority or special contribution to the Company, together with the number of treasury shares held by the Company as of the record date of subscription and the maximum number of shares that can be subscribed by an individual employee, etc. However, those managerial officers in the list of subscribers shall first be submitted to the Remuneration Committee for deliberation and then submitted it to the Board of Directors for resolution, and those who are not managerial officers shall first be submitted it to the Audit Committee for deliberation and then submitted it to the Board of Directors for resolution. Failure to subscribe and make the payment for the shares before the due date shall be deemed as giving up the right to subscribe. The Board of Directors shall decide to have other employees to subscribe the remaining shares that are not fully subscribed during the current subscription operation or subsequent sub-subscription operations within the transfer period of Article 3. And the subscribers, according to their positions, shall be submitted to the Audit Committee or Remuneration Committee for deliberation, and the submitted to the Board of Directors for resolution. Article 6 The transfer procedure of this share repurchase program is described as follows: (1)In accordance with the resolution of the board of directors, announce, declare and buy back the shares of the company within the execution period (2)The Board of Directors set and announce the employees' subscription date, the standards for numbers of shares to which employees may subscribe, the period for payment or subscriptions, rights, and limitations, etc. (3)To calculate the actual share subscription with payment received,and transfer the shares accordingly. Article 7 The transfer price of the shares The transfer price of the repurchase shares shall be the average price of the actual repurchase. If the number of the Company's issued and outstanding ordinary shares increases or decreases prior to the transfer, the transfer price shall be adjusted proportionately. Adjustment formula of the transfer price: Adjusted Exercise Price = (the average price of the actual repurchase × number of issued and outstanding ordinary shares as of the time of reporting repurchase shares) / (number of total issued and outstanding shares before transferring the repurchase shares to the employees) Article 8 Rights and obligations of shares after transfer After the repurchased shares are being transferred and registered under employees'names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares. Article 9 Other related company and employee rights and obligations (1)The taxes and fees incurred in the transfer of shares in accordance with these Measures shall be handled in accordance with the laws and regulations at the time of the transfer and the relevant operations of the company. (2)The company may reserve the right to adjust or stop the implementation according to the overall profitability of the operation, and the employees subject to the obligation to maintain confidentiality. Article 10 This Plan shall take affect after being affirmatively resolved by the Board of Directors and may be amended by a resolution of the Board of Directors. 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 Exchange-Listed and OTC-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)Upon the approval of a majority of the directors present at 2022/08/11, board meeting attended by two-thirds or more of directors, WEI CHIH BOD approved the maximum of 2,000,000 shares of the Company to be repurchased at Taiwan Stock Exchange Market starting from the date of application to 2022/08/11 (2)The number of planned buyback shares is merely around 0.61% of WEI CHIH outstanding shares, and the amount for buyback is merely around 1.10% of the total current assets of the Company. It is declared that the financial status of the Company was considered at a meeting of the Board of Directors and the maintenance of the Company's capital would not be affected by the repurchase. 17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price: The accountant believes that the decision-making process of Wei Chih Steel Industrial Co., Ltd. to buy back the company's shares is legal. Moreover, the range price at which it is scheduled to repurchase shares by the resolution of the board of directors is still reasonable, and there is no significant impact on its relevant financial information and financial structure. 18.Other matters stipulated by the SFB:NA