HannStar Display : Announcement of the Board of Directors resolution to repurchase own company stock

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Provided by: Hannstar Display Corp.
SEQ_NO	2	Date of announcement	2022/08/02	Time of announcement	18:26:16
Subject	Announcement of the Board of Directors resolution to repurchase own company stock
Date of events	2022/08/02	To which item it meets	paragraph 35
Statement	1.Date of the board of directors resolution:2022/08/02 2.Purpose of the share repurchase:Transfer shares to employees. 3.Type of shares to be repurchased:Common Stock. 4.Ceiling on total monetary amount of the share repurchase (NTD): NT$17,591,291,357 5.Scheduled period for the repurchase:2022/08/03~2022/10/03 6.No.of shares to be repurchased (shares):88,000,000 shares. 7.Repurchase price range (NTD):NT$6.80~NT$15.17 per share. Below the lower price limit will continue to repurchase. 8.Method for the repurchase:Purchase from Taiwan Stock Exchange market. 9.Shares to be repurchased as a percentage of total issued shares of the Company (%):2.99% 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: From 2021/11/08 to 2021/12/24, 100,000,000 shares From 2020/08/05 to 2020/09/11, 150,000,000 shares 12.Status of repurchases that have been reported but not yet completed:None 13.Minutes of the board of directors meeting that resolved for the share repurchase:9th term, 7th board meeting resolved to repurchase company common stock from Taiwan Stock Exchange market. Ceiling on total monetary amount of the repurchase is NT$1,334,960,000. Price range of the shares to be repurchased is NT$6.80 ~ NT$15.17 per share with a total of 88,000,000 shares. 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 (Purpose) In order to motivate and enhance employees' centripetal force, the company formulated the company in accordance with Article 28-2, Paragraph 1, Subparagraph 1, of the Securities Exchange Act and the "Measures for Listed Companies to Buy Back the Company's Shares" issued by the Financial Regulatory Commission.Measures for the transfer of employees by buying back shares (hereinafter referred to as treasury shares).The company buys back shares and transfers them to employees, except in accordance with relevant laws and regulations, but also in accordance with the provisions of these Measures Plan. Article 2 (Types of transferred shares, content of rights and obligations and restricted circumstances) The treasury stocks transferred to employees this time are common stocks of the company, and their rights and obligations are the same as other common stocks in circulation, except as otherwise provided by relevant laws and regulations and these Plan. Article 3 (Transfer period) The shares repurchased this time may be authorized by the chairman to be transferred to employees once or in installments within one year from the date of the repurchase of shares in accordance with the provisions of these regulations. Article 4 (Assignee qualification) All full-time employees of the company who have been employed for three months or have made special contributions to the company and approved by the chairman of the board before the stock subscription base date can be eligible for subscription based on the subscription amount set out in Article 5 of these Plan. Article 5 (Transfer procedure) The number of shares that an employee can subscribe for will be based on the employee's title, salary, length of service, performance and special contribution to the company, etc., to determine the number of shares that can be transferred, and take into account the company's holding on the base date of this subscription.The total number of shares bought back and the upper limit of the number of shares to be subscribed by a single employee shall be determined by the chairman of the board of directors.However, if the list of subscribers has manager status, it shall be submitted to the Salary and Compensation Committee for deliberation and then submitted to the board of directors for resolution. Employees who fail to subscribe for payment at the expiration of the subscription payment period shall be deemed to have waived; for the balance of insufficient subscription, the chairman shall contact specific employees to subscribe. Article 6 The operating procedures for this purchase of treasury shares and transfer to employees: (1)According to the resolution of the board of directors, announce, declare and buy back treasury shares within the execution period. (2)The board of directors authorizes the chairman of the board to set and announce the employee's stock subscription base date, the number of subscriptions, the subscription payment period, the content of rights, and restrictions in accordance with these measures. (3)Count the actual number of paid shares subscribed and handle the registration of the transfer of shares. Article 7 (Transfer price per share) For the repurchase shares being transferred to the employees, the transfer price is the average repurchase price of the repurchased shares, and the transfer price is calculated by the round-up method to two decimal places in the new Taiwan dollar. However, before the transfer, if the Company's outstanding common shares increase or decrease, it may be adjusted according to the increase or decrease ratio of the issued shares. Transfer price adjustment formula: Adjusted transfer price = Average repurchase price of shares repurchased x (Total number of outstanding common shares at the time of filing the repurchase of shares / Total number of outstanding common shares before the transfer of the repurchase shares to the employees) Article 8 (Rights and obligations of shares after transfer) After the repurchased shares have been transferred and registered under employees' names, unless otherwise specified, the rights and obligations associated with the shares are the same as the other common shares. Article 9 (Other related rights and obligations of the Company and employee) (1)The taxes and fees incurred in association with the Plan shall be handled in accordance with the regulations currently in effect and the relevant procedures of the Company. (2)The Company may reserve the right to adjust or terminate the Plan in according to the overall profitability. The employees who subscribe the repurchased shares shall undertake the obligation of confidentiality. Article 10 These Plan will take effect after the resolution of the board of directors , and may be reported to the board of directors for revision. Article 11 The enactment and any amendment of the Plan shall be reported to the shareholders meeting. 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)The company is approved by more than two-thirds of the directors present at the seventh meeting of the ninth term of the board of directors and more than one-half of the present directors on August 2, 2022, in the centralized trading market within two months from the reporting date buy back 88,000,000 shares of the company. (2)The total number of shares bought back above only accounts for 2.99% of the company's issued shares, and the upper limit of the amount required to buy back shares only accounts for 4.49% of the company's current assets. I hereby declare that the board of directors of the company has considered the company's finances.Under the circumstances, the repurchase of the above-mentioned shares does not affect the maintenance of the company's capital. (3)This statement was approved by the company at the same board meeting mentioned above. All the 7 directors present agreed with the content of this statement and made this statement. 17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price: The price range set by Hannstar Display Corp. to buy back the company's shares this time is legal. The price range and the impact on the company's financial status are within a reasonable range, and there is no major abnormality. 18.Other matters stipulated by the SFB:None