Major Board Resolution
BOD's approval of the record date of capital reduction and the preliminary plan of the replacement of share certificates for capital reduction
1.Date of the board of directors resolution:2011/07/28
2.Record date of the capital reduction:2011/08/01
3.Operations plan for replacement of share certificates for the capitalreduction:
(1) The shares to be converted include all the listed common shares amounting to 3,800,925,363 shares with a par value of NT$10, amounting to NT$38,009,253,630.
(2) To increase ROE and maintain stable EPS and dividend, the amount and the number of shares of the capital reduction will be NT$ 3,800,925,360 and 380,092,536 shares respectively. Capital reduction shall be conducted based on the shareholders’ shareholding ratio in accordance with Article §168.
(3) Capital reduction ratio: 10%. Every thousand shares will be converted to 900 new shares (i.e. every thousand shares is decreased by 100 shares).
(4) Total shares and amount of the common shares after the capital reduction: 3,420,832,827 shares; par value of NT$10; paid-in capital for common shares of NT$34,208,328,270.
(5) The new share certificates of the replacement for the capital reduction (all issued in scriptless form) will be calculated according to every shareholder's ownership on the record date of the replacement of share certificates. For every share held, shareholders will receive 0.9 new shares.For each fractional common share resulting from the capital reduction, the Company will pay the shareholder cash based on par value, rounded to the nearest dollar. The Chairman is hereby authorized to offer designated individuals the option to purchase all the fractional shares at par value.
a. The record date of the replacement of share certificates will be 2011/10/3 and the conversion of whole new shares will be 2011/10/13 (scriptless shares issuance).
b. The last date of shares ownership transfer: 2011/09/28 (Any transaction shall be completed and booked on 2011/09/28 at the latest.)
c. Transferring ownership of the original shares will be ceased from 2011/09/29 to 2011/10/12
d. Trading suspension period: From 2011/09/27 to 2011/10/12
e. The new shares will be listed on 2011/10/13 and replace the original shares. Afterwards, original shares cannot be dealt in any transaction.
f. The new shares are entitled to the same rights and obligations as the original shares.
g. Payment date of the returned cash capital: 2011/10/13
(7) Conversion procedure:
a. Since the Company has issued share certificates in scriptless form, the shareholders who do not have a centralized custody account, shall open one to ensure the conversion.
b. For the shareholders who hold physical share certificates and have completed the ownership transfer before the book closure date, please prepare your share certificates and registered chop when applying for the conversion with the Company's transfer agent, Fubon Securities Co., Ltd. (Stock Affairs Department) before 2011/09/28.
c. For the shareholders who failed to complete ownership transfer before the book closure date, please prepare the share certificates, the notice of transfer, the report of purchase or the tax record of the transaction, the number list of the withdrawing shares and a copy of both sides of your ID when applying for the conversion with the Company's transfer agent after 2011/10/13.
d. The Taiwan Depository & Clearing Corporation will convert all the shares which have been deposited in centralized custody accounts in scriptless form on the first trading date of the new shares for future trading.
e. Location of the application for conversion: 2F, No. 17, Syuchang St., Jhongjheng Dist., Taipei, Fubon Securities Co., Ltd.(Stock Affairs Department), Telephone:02-23611300.
f. For any issues not covered here will be subject to Company Act or the other related regulations.
g. The plan will be performed after it is approved by the TSEC. The Company will send a notice by mail to each shareholder before the listing of the new shares.
4.Record date of the replacement of share certificates:2011/10/03
5.Rights and obligations of the new shares after the capital reduction: The new shares will have the same rights and obligations as the original shares.
6.Anticipated listing date for the new shares:2011/10/13
7.Any other matters that need to be specified:
(1) The record date of capital reduction is for the purpose of application to the Ministry of Economic Affairs only for capital changes upon capital reduction.
(2) The Board authorized the Chairman to reset the record date of the replacement of share certificates and the related schedule in accordance with the authority's operation schedule if necessary.