1.Date of the board of directors resolution:2018/08/03
2.Record date of the capital reduction:2018/08/06
3.Operations plan for replacement of share certificates for the capital
reduction:
(1)The proposal for the capital reduction was already approved in the 2018
Annual Shareholders' Meeting held on June 21, 2018 and passed through
effective registration by FSC letter NO.1070326660. The preliminary plan
of the replacement of share certificates for capital reduction was based
on Taiwan Stock Exchange Corporation Procedures for Replacement of Share
Certificates.
(2)The shares to be converted include all the listed common shares
amounted 1,825,061,775 shares with par value NT$10, amounted
NT$18,250,617,750
(3)With the goal of improving its capital structure and enhancing return on
equity. The amount and the number of shares of the capital reduction will
be NT$1,460,049,420 and 146,004,942 shares respectively, capital reduction
ratio is 8%, according to Company Article 168, capital reduction shall be
effected based on the shareholding ratio.
(4)Total shares and amount of the common shares after the capital reduction:
Total shares will be 1,679,056,833 shares with par value NT$10, paid-in
capital will be NT$16,790,568,330.
The new shares will be issued as non-physical securities and be calculated
respectively according to every shareholder's ownership registered on the
book on the record date of the capital reduction. Calculated based on the
capital reduction proportion, 920 shares will be reissued for 1000 shares(a
reduction of 80 shares per 1000 shares). In total, 146,004,942 shares will
be eliminated. A cash refund of NT$ 800 is expected to be returned for each
1000 shares. Shareholders shall have this company’s agent for stock
affairs consolidate fractional shares after the capital reduction into
whole shares (consolidation period is from five days before the share
stop-transfer date to the day before the share stop-transfer date) and
register the whole shares. Cash shall be exchanged (based on the last
transaction day closing prices of the stock exchange market prior to the
capital reduction and share swap date) according to proportion for
fractional shares that still cannot be consolidated into a whole share
after the fractional share consolidation. The cash payment shall be
calculated to the dollar (amount less than a dollar shall be forfeited).
The chairman is authorized to designate a person to make the purchase at
the closing price.
(5)Schedule:
a.Last trading day of original shares:2018/9/19
b.Trading suspension period of original shares:From 2018/09/20 to 2018/09/28
c.Book closure date of original shares:2018/09/23
d.The period of book closure of original shares:From 2018/09/24 to
2018/09/28
e.The record date of the replacement of share certificates is 2018/09/28
f.Anticipated listing date for the new shares:2018/10/01
g.Payment date of the returned cash capital:2018/10/08
h.The new shares will be issued as non-physical securities and will have the
same rights and obligations as the original.
(6)Conversion procedure:
a.The Taiwan Depository & Clearing Corporation will convert all the shares
which have been deposited in centralized custody accounts in scripless
form on the first trading date of the new shares for future trading.
b.For the shareholders who hold physical share certificates and have booked
before the book closure date, please prepare share certificates and
registered chop and apply the conversion with the Company's transfer agent.
c.For the shareholders who failed to complete booking before the book
closure date, please prepare the share certificates and the notice of
transferring and booking, the report of purchasing or the tax record of the
trades, the list of the numbers of the withdrawing shares and the copy of
both sides of your ID and apply the conversion with the Company's transfer
agent.
d.Location of the application for conversion:Capital Securities Corp
B2, No.97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City, Taiwan(R.O.C.),
Telephone:(02)2702-3999.
e.Payment date of the returned cash capital:2018/10/08. Payment returned
will be pay by check(prohibit transfer) or remittance, the remittance fee
or postage will pay by shareholder.
f.The capital reduce by cash approved by the competent authority , rather
than the distribution of profits. Non-domestic shareholders receive cash
refund of monies should seek the views of national tax authorities and
in accordance with the shareholders declare the seat of the national tax
laws by law.
g.The plan will be performed after it is approved by the TWSE. The Board
authorized the Chairman to handle related schedule or matters and the
Company will make annoucement if necessary.
h.For any issues not covered in here will be subjected to Company Law or
the other related regulations.
4.Record date of the replacement of share certificates:2018/09/28
5.Book closure starting date:2018/09/24
6.Book closure ending date:2018/09/28
7.Rights and obligations of the new shares after the capital
reduction:Same as the original common shares
8.Anticipated listing date for the new shares:2018/10/01
9.Estimate listed common shares after the capital reduction:
1,679,056,833 shares
10.The estimate ratio of listed shares to the company's issued
common shares, after the capital reduction:100%
11.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:N/A
12.Any other matters that need to be specified:None