Announcement of the Board's resolution on the record date and the operations plan for replacement of share certificates for the capital reduction
1. Date of the board of directors resolution: 2017/08/08
2. Record date of the capital reduction: 2017/08/21
3. Operations plan for replacement of share certificates for the capital reduction:
A. The plan is composed based on the Company’s Articles of Association and Taiwan Stock Exchange Corporation Procedures for the Exchange of Securities Certificates by TWSE Listed Companies.
B. The shares to be converted comprise 224,215,398 listed common shares issued, equivalent to NT$2,242,153,980 with par value of NT$10.00 per share.
C. The amount of capital is NT$672,646,190 with a total of 67,264,619 shares to be reduced with the aim of improving return on equity and other financial ratios. According to Article 168 of the Company Act, the proportion of capital reduction shall be equivalent to that of the ownership shareholders to be reduced, which is 30%. The actual paid-in capital and the proportion to be reduced will be calculated based on the share outstanding on the record date.
D. The number of shares after the reduction is 156,950,779, amounting to NT$1,569,507,790 with par value of NT$10.00 per share.
E. The new share certificates of the replacement for the capital reduction will be calculated based on each shareholder's ownership registered by the record date of the capital reduction. 300 shares will be reduced for every 1,000 shares held, meaning 700 shares are replaced for every 1,000 shares. Fractional shares after the capital reduction can be put together to a whole share through the Company's shareholder service agent from 5 days before the book closure date to the day before the book closure date. If there are still fractional shares left, they will be paid by cash based on the closing price of the last trading day before capital reduction on the centralized stock exchange market, and will be calculated to dollar (Less than one dollar will be rounded off to dollar). A specific person designated by the Chairman will take over the fractional shares.
F. Schedule for the replacement of share certificates:
(a) The record date of the replacement of share certificates is 2017/10/27.
(b) Transfer deadline period for old shares will be from 2017/10/19 to 2017/10/27.
(c) The book closure period for old shares will be from 2017/10/23 to 2017/10/27.
(d) The new shares will be listed on 2017/10/30.
(e) The new shares are entitled to the same rights and obligations as the original shares.
G. Conversion procedures:
(a) Since the Company has issued share certificates in scripless form, the shareholders who do not have a centralized custody account shall open one with your current brokerage firm to facilitate the conversion.
(b) Shareholders who hold share certificates or who have not yet received the original share certificates, please put your original stamp on the unclaimed slips along with relevant paperwork and proceed with the conversion with the Company's transfer agent.
(c) For those shares which are already deposited in centralized custody accounts, the Taiwan Depository & Clearing Corporation will convert them automatically in scripless form on the listing date for new shares. No further procudures needed.
(d) Location of the application for conversion:
Agency Department of Chinatrust Commercial Bank
5F, No.83, Section 1, Chongqing South Rd., Zhongzheng Dist., Taipei City 100, Taiwan R.O.C.
H. Procedures for tax-deferred stocks issued from capitalization of retained earnings before 1999:
For the shareholders whose current stocks that have not been transferred or who would like to waive the rights of suspense of tax payments, your shares will be deducted by the capital reduction ratio, and the deduction amount will be included in your annual income. If the suspense of tax payments derived from the new shares of capital reduction is transferred to your centralized custody account, it will be included in your annual income calculated by par value.
I. Payment date for cash refund from capital reduction: 2017/11/03. Shareholders will pay for the transaction fee or postage if you would like to have the non-negotiable checks wired or sent by registered mail.
J. This payment for cash refund is from capital reduction aprroved by the authorities, not from earnings distribution. if you are an alien shareholders, you should seek advice from the local Taxation Bureau upon receipt of payment and file imposed income taxes by local government.
K. The operations plan will be executed upon approval from TWSE. Any change to the contents or schedule, the fully authorized Chairman will be in charge of the plan.
L. Other matters not covered in this plan shall be conducted in accordance with the Company Act and other relevant regulations.
4. Record date of the replacement of share certificates: 2017/10/27
5. Book closure starting date: 2017/10/23
6. Rights and obligations of the new shares after the capital reduction: The new shares are entitled to the same rights and obligations as the original shares.
7. Anticipated listing date for the new shares: 2017/10/30
8. Estimate listed common shares after the capital reduction: 156,950,779 shares
9. The estimate ratio of listed shares to the company's issued common shares, after the capital reduction:100%
10. Countermeasures of the lower circulation in shareholding, if the aforesaid estimate listed common shares does not reach 60 million shares and the ration does not reach 25% after the capital reduction: Not applicable
11. Any other matters that need to be specified:
The operations plan will be executed upon approval from TWSE. Any change to the contents or schedule, the fully authorized Chairman will be in charge of the plan.