Career Technology Mfg : The Board of Directors resolved on stock repurchase

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Provided by: Career Technology (MFG.) Co., Ltd.
SEQ_NO	1	Date of announcement	2022/05/24	Time of announcement	16:05:59
Subject	The Board of Directors resolved on stock repurchase
Date of events	2022/05/24	To which item it meets	paragraph 35
Statement	1.Date of the board of directors resolution:2022/05/24 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$9,108,703,012 5.Scheduled period for the repurchase:2022/05/25~2022/07/22 6.No.of shares to be repurchased (shares):4,000,000 shares 7.Repurchase price range (NTD):NT$19.00-NT$26.85 per share The Company will still execute the repurchase while the stock 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 (%):0.72% 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: None 12.Status of repurchases that have been reported but not yet completed: There is none of repurchases within three years. 13.Minutes of the board of directors meeting that resolved for the share repurchase: Case 1: The plan of conducting the stock repurchase of the Company Explanatory note: 1.It shall be handled in accordance with Article 28-2 of the Securities and Exchange Act and Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies. 2.The relevant contents of stock repurchase are as below. (1)Purpose of the share repurchase: Transfer company stock to employees (2)Type of shares to be repurchased:Common shares (3)Ceiling on total monetary amount of the share repurchase: NT$9,108,703,012 (4)Scheduled period for the repurchase:2022/05/25~2022/07/22 (5)Number of shares to be repurchased:4,000,000 shares (6)Repurchase price range:NT$19.00-NT$26.85 per share. The Company will still execute the repurchase while the stock price fall below the lower limit. (7)Method for the repurchase: To repurchase shares from Taiwan Stock Exchange. (8)Number of the Company's own shares held at the time of reporting:0 (9)Status of repurchases within three years prior to the time of reporting:NA. 3.The chairman of the board was authorized to handle other related matters in this case. 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 3 years from the date of share-repurchase. Article 4 Transferee's eligibility and numbers of shares to be subscribed Any full-time employee of the Company, and any full-time employee of subsidiaries (including overseas subsidiaries), which the Company directly or indirectly hold more than 50% of the voting shares of the same investee company. 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. Article 5 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)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. (4)To calculate the actual share subscription with payment received,and transfer the shares accordingly. Article 6 The transfer price of the shares The transfer price of the repurchase shares shall be the average price of the actual repurchase and may add capital cost. 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) + capital cost Article 7 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 8 Other related company and employee rights and obligations 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. Article 9 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: The number of shares to be repurchased accounts for 0.72% of the Company's outstanding shares, and the maximum amount for repurchase plan is 1.01% of the Company's total current assets. The Board of Directors states that the Company's financial status had been considered hereby and capital maintenance will not be affected by the repurchase plan. 17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price: This repurchase price range is reasonable and will not have a material impact on the Conpany's financial structure and related financial ratio. 18.Other matters stipulated by the SFB:NA