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Board of Directors' resolution regarding to Capital increase by retained earnings (shareholder bonuses and employee bonuses) and issuance of new shares
1.Date of the board of directors resolution:2009/04/30
2.Source of capital increase funds:The Fiscal 2008 capital increase by retained earnings (shareholder bonuses and employee bonuses)
3.Number of shares issued:37,269,692 shares (excluding employee profit sharing in stock)
4.Par value per share:NT$10
5.Total monetary amount of the issue:NT$372,696,920 (excluding employee profit sharing in stock)
7.Number of shares subscribed by or allotted to employees:NT$4,954,889,133 for employee bonuses. The number of shares shall be calculated based on the closing price one day prior to the 2009 regular shareholders’ meeting on an ex-dividend basis. For employees receiving less than one share, bonuses will be distributed in the form of cash. However, the maximum number of new shares issued for employee profit sharing shall not exceed an employee stock bonus dilution rate of 1.75%. which is the ratio of employee stock bonuses to outstanding shares ex-dividends. Shares that exceed the dilution rate of 1.75% will be converted into cash and be distributed to employees in the form of cash converted.
8.Number of shares publicly sold:N/A
9.Ratio of shares subscribed by or allotted as stock dividends to existing shareholders:Allotted 50 shares as stock dividends per each 1000 shares. If in the future the capital stock is changed, the board of directors may adjust the actual distribution ratio and number of shares based on the number of the Company’s issued and outstanding shares entered in the common stock shareholders register on the record date of dividend.
10.Method of handling fractional shares and shares unsubscribed by the deadline:Fractional shares of less than a single full share from the current capital increase and new share distribution shall be combined at the discretion of the shareholders themselves, who shall carry out such combination into single full shares through the Company's stock registration and transfer agent within five days beginning from the record date of dividend. Fractional shares that are not combined, or after being combined still do not constitute one full share, shall be distributed in the form of cash, and the chairperson of the board is authorized to purchase such fractional shares from specified person(s) at par value.
11.Rights and obligations of the newly issued shares:The rights and obligations of the new shares proposed for issuance shall be as per common shares and are identical to those of previously issued common shares. Each share has a par value of NT$ 10
12.Utilization of the funds from the capital increase:For consideration of Company’s future business needs
13.Any other matters that need to be specified:After the proposal of capital increase by retained earning and issuance of new shares has been passed by the annual general shareholders meeting and submitted to and approved by the competent authority, the board of directors shall be authorized to separately set a record date for the share distribution.