Apex Science & Engineering : Announcement of the board resolution to repurchase treasury shares

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Provided by: APEX SCIENCE & ENGINEERING CORP.
SEQ_NO	2	Date of announcement	2022/07/12	Time of announcement	16:28:41
Subject	Announcement of the board resolution to repurchase treasury shares
Date of events	2022/07/12	To which item it meets	paragraph 35
Statement	1.Date of the board of directors resolution:2022/07/12 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 the share repurchase (NTD):713,045,222 5.Scheduled period for the repurchase:2022/07/13~2022/09/12 6.No.of shares to be repurchased (shares):2,000,000 7.Repurchase price range (NTD):$7.5-$12.5,repurchase to continue if the share price is below the minimum price. 8.Method for the repurchase:To repurchase in the centralized securities exchange market. 9.Shares to be repurchased as a percentage of total issued shares of the Company (%):0.87% 10.Cumulative no.of the Company's own shares held at the time of reporting (shares):2,525,000 11.Status of repurchases within three years prior to the time of reporting: (1)Actual repurchase period:2020/03/31~2020/05/29 (2)Expected repurchase volume (shares):6,000,000 (3)Actual repurchase volume(shares):2,525,000 (4)Execution(% of actual volume out of expected volume):42% 12.Status of repurchases that have been reported but not yet completed: In order to take into account the market mechanism as well as the effective use of funds, the Company adopts the strategy of batch repurchase depending on the changes in stock prices and trading volume; therefore, its execution has not been completed. 13.Minutes of the board of directors meeting that resolved for the share repurchase: 2022 the 4th board of directors of APEX passed a resolution in the meeting to repurchase shares on the stock exchange for a price between NTD$7.5 and $12.5 per share. This repurchase of common shares is subject to maximum of NTD$25,000,000. The Board of Directors has resolved a decision to continue to repurchase the Company's shares when the share price is lower than the minimum price set. APEX expects to repurchase 2,000,000shares. 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 To motivate employees and enhance their commitment, the Company has formulated means to repurchase shares and transfer to employees, in accordance with related regulations such as 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 " promulgated by the Financial Supervisory Commission (FSC). The Company shall repurchase shares and transfer them to employees in accordance with these Regulations in addition to applicable laws and regulations. Article 2 The shares transferred to employees at this time are ordinary shares, and the rights and obligations attached thereto are the same as other outstanding ordinary shares unless otherwise stipulated by applicable laws and regulations. Article 3 The shares repurchased at this time may be transferred to employees at one go or in tranches within three years from the date of share repurchase in accordance with these Regulations. The Chairman is authorized to decide on the employee stock subscription payment period and relevant matters for each transfer separately. Article 4 The Company's full-time employees who have officially served at the Company before the record date of subscription or who have made special contributions to the Company, which have been approved by the Board of Directors, and domestic and overseas subsidiaries' full-time employees who meet certain criteria (the subsidiaries as referred to in these Regulations are determined in accordance with the standards under Article 369-2, Article 369-3, Article 369-9, paragraph 2, and Article 369-11 of the Company Act), may be entitled to the number of shares that can be subscribed for specified in Article 5 of these Regulations. Where the recipients or transferees are full-time employees of the subsidiaries mentioned in the preceding paragraph, a certified public accountant shall be appointed to render an opinion on whether they meet the criteria, which shall then be reported to the Board of Directors.However, this does not apply to those who are full-time employees of subsidiaries who meet the provisions of Article 369-2, paragraph 1 of the Company Act. Article 5 The number of shares an employee may subscribe for shall be submitted to the Board of Directors for approval after the employee's job level, performance evaluation results, years of service, special contribution to the Company, and future development potential are comprehensively considered. The Company's managers and directors who are also employees shall first be approved by the Remuneration Committee before being submitted to the Board of Directors for resolution. Where the Company's employees and domestic and overseas subsidiaries' employees are also managers or directors of the Company, the above procedure shall apply. For employees of the Company and domestic and overseas subsidiaries' employees other than those mentioned in the preceding paragraph, the number of shares that can be subscribed for shall be approved by the Audit Committee of the Company and then submitted to the Board of Directors of the Company for resolution. The shares repurchased by the Company and transferred to employees may not be transferred again within two years. The Company may reach an agreement with employees on other matters related to the Company's and employees' rights and obligations; however, it may not violate the Securities and Exchange Act and the Company Act and other applicable laws and regulations. Article 6 The operating procedures for repurchasing shares and transferring them to employees: 1. The Company shall announce and report on share repurchase and repurchase its shares as per the resolution adopted by the Board of Directors prior to a deadline. 2.The record date of each employee stock subscription, the standard for the number of shares that can be subscribed for, the subscription payment period, the content of rights, and other relevant matters shall be separately approved by the Chairman as authorized by the Board of Directors in accordance with applicable regulations. 3.The Company shall count the number of shares subscribed for with capital paid and complete the share transfer registration procedure. Article 7 The average repurchase price of the shares repurchased to be transferred to employees at this time shall be adopted as the transfer price, which shall be rounded up to the nearest NT$0.01. However, before the transfer, where there is a change in the price of the Company's issued ordinary shares, the transfer price may be adjusted as per the percentage of the change. Transfer price adjustment formula: Adjusted transfer price = average repurchase price per share × (total number of ordinary shares at the end of the Company's share repurchase ÷ total number of ordinary shares before the Company transfers the repurchased shares to employees) Article 8 After the repurchased shares at this time are transferred to employees and the share transfer registration is completed, the rights and obligations attached thereto are the same as those attached to original shares unless otherwise specified. Article 9 When the Company repurchases shares and transfers them to employees, the relevant taxes and fees shall still be paid in accordance with the law before undergoing the share transfer procedure. Article 10 These Regulations shall enter into force after being approved by the resolution of the Board of Directors and may be amended after being approved by the resolution of the Board of Directors. Article 11 These Regulations and any amendment thereto shall be reported to the shareholders' meeting. Article 12 These Regulations were formulated on July 12, 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 Exchange-Listed and OTC-Listed Companies:None 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: The total numberof shares to be repurchased above is only 0.87% of APEX's shares outstanding, and the maximum amount of repurchase is only 0.30% of APEX's current assets. APEX hereby declares that the board of directors has taken into account APEX's financial standing, and the repurchase above will have no impact on the maintenance of APEX's capital. 17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price: According to the opinion of Yuanta Securities Co., Ltd., the price range set by the company to buy back the company's shares this time is legal, and the price range and the impact on the company's finances are also reasonable and there is no significant abnormal situation. 18.Other matters stipulated by the SFB:None