上市上櫃公司買回本公司股份辦法

These Regulations are adopted pursuant to Article 28-2, paragraph 3 of the Securities and Exchange Act.

1A company repurchasing its own shares at a centralized securities exchange market or at the place of business of a securities firm shall, within two days counting from and inclusively of the day on which the resolution was made at a meeting of the board of directors, publicly announce the repurchase, and report the below listed items to the Financial Supervisory Commission (FSC):

21. Purpose of the repurchase.

32. Types of shares to be repurchased.

43. Ceiling on total monetary amount of the repurchase.

54. Planned period for the repurchase, and number of shares to be repurchased.

65. Price range of the shares to be repurchased.

76. Method for the repurchase.

87. Number of shares held at the time of reporting.

98. Any repurchases within five years prior to the time of reporting.

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The company shall repurchase its own shares in accordance with the reported number and price of the shares to be repurchased specified in the preceding article.

If a company fails to effect public announcement and reporting in accordance with the provisions of Article 2, it may not repurchase its own shares on a centralized securities exchange market or at the place of business of a securities firm. Whenever the cumulative number of shares repurchased accounts for at least two percent of the shares issued by the company, or the cumulative value of shares repurchased amounts to at least NT$300 million, the company shall, within two days counting from and inclusively of the day of the occurrence of one of the above facts, make a public announcement of the date, number, type, and price of the shares.

A company repurchasing its own shares according to the method specified in Article 43-1, paragraph 2 of the Securities and Exchange Act shall report to the FSC and make public announcement pursuant to the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company.

A company repurchasing its own shares shall complete the repurchase within two months counting from and inclusively of the reporting date specified in Article 2 of these Regulations. And in addition, within five days counting from and inclusively of the expiration date or the repurchase completion date, it shall submit a report to the FSC and publicly announce the status of execution of the repurchase. If execution of the repurchase has not been completed upon expiration of said period and another repurchase is required, a further repurchase proposal shall be submitted to and resolved by the board of directors.

1A company repurchasing its own shares shall enter the information specified in Articles 2 and 3, and in the preceding article into the Market Observation Post System (MOPS).

2For matters required to be reported or publicly announced under these Regulations, the reporting and public announcement is complete once the company has transmitted the information to the MOPS.

1For a company repurchasing its own shares, except for a repurchase taking place under the circumstances described in Article 43-1, paragraph 1 of the Securities and Exchange Act, the total number of shares repurchased per day may not exceed one third of the total number planned for the repurchase. The company may not provide price quotations prior to the beginning of trading hours, and shall appoint not more than two securities brokers to execute the repurchase.

2A company repurchasing its own shares shall not be subject to the restriction regarding the number of shares repurchased specified in the preceding paragraph where the number of shares repurchased is not more than 200,000 shares per day.

1For a company repurchasing its own shares for reasons specified in Article 28-2, paragraph 1, subparagraphs 1 through 3 of the Securities and Exchange Act, the total monetary amount of shares repurchased shall not exceed the retained earnings plus the following realized capital gains:

21. gain on disposal of assets that has not yet been transferred to the retained earnings account; and

32. the gains listed under Article 241 of the Company Act ("income derived from the issue of new shares at a premium" and "income from endowments received by the company"); provided, however that where the endowment received consists of the company's own shares, the income shall not be recorded until the shares have been sold.

4The term "retained earnings" as used in the preceding paragraph includes legal reserve, special reserve, and undistributed earnings. However, the following items shall be excluded:

51. Earnings distributed through resolution of a meeting of the board of directors or a meeting of the shareholders.

62. Special reserve set aside by the company pursuant to Article 41, paragraph 1 of the Securities and Exchange Act. However, special reserve set aside pursuant to Article 14, paragraph 1 of the Regulations Governing Securities Firms shall not be subject to this restriction.

7Calculation of the dollar amount of shares that may be repurchased shall be based on financial reports for the latest accounting period prior to a resolution of a meeting of the board of directors. The financial reports must have been audited or reviewed in a lawful and transparent manner by a certified public accountant, and must have been issued an audit report or review report with an unqualified opinion or an unqualified opinion with modified wording. However, this shall not apply with respect to an interim financial report for which the CPA has issued a qualified opinion because equity-method investment and the share of the profit or loss of associates and joint ventures accounted for using the equity method was calculated based on financial reports of the invested company that were not audited or reviewed by a certified public accountant.

Except as otherwise provided for in these Regulations, a company repurchasing its own shares shall execute the repurchase via the automated computer trading system of a centralized securities exchange market or an over-the-counter automated trade matching system, and may not execute the repurchase by means of block trading, odd-lot trading, tender offer, auction, after-market fixed-price trading, or negotiated transaction at the place of business of a securities firm.

1A company which, under the circumstances described in Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, repurchases its own shares for the purpose of transferring them to its employees, shall first adopt Rules for Transfer of Shares.

2At least the below listed matters shall be recorded in the Rules for Transfer of Shares referred to in the preceding paragraph:

31. Type of shares to be transferred, a description of the rights attaching thereto, and any restrictions on such rights.

42. Transfer period.

53. Eligibility requirements for transferees and transfer review and approval procedures.

64. Procedures for transfer of shares.

75. Agreed transfer price per share. The price may not be less than the average actual share repurchase price, unless, prior to transfer, the number of the company's issued common shares increases (in which case a price adjustment commensurate with the ratio of the increase in issued shares is allowed), or the company is allowed under the provisions of Article 10-1 to transfer shares to employees at less than the average actual share repurchase price.

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1To transfer shares to employees at less than the average actual share repurchase price, a company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares, and must have listed the following matters in the notice of reasons for that shareholders meeting; it may not raise the matter by means of an extraordinary motion:

21. The exercise price, the valuation percentage, the bases of calculations, and the reasonableness thereof.

32. The number of shares to be transferred, the purpose, and the reasonableness thereof.

43. Qualification requirements for employees subscribing to shares, and the number of shares they are allowed to subscribe for.

54. Factors affecting shareholders' equity:

6A. The expensable amount, and dilution of the company's earnings per share.

7B. Explain what financial burden will be imposed on the company by transferring shares to employees at less than the average actual share repurchase price.

8For all successive instances where share transfers to employees as provided for in the preceding paragraph have been approved by shareholders meetings and the shares have been transferred, the cumulative number of shares thus transferred may not exceed 5 percent of the total issued shares of the company, and the cumulative number of shares thus subscribed by any single employee may not exceed 0.5 percent of the total issued shares of the company.

A company which intends, under the circumstances described in Article 28-2, paragraph 1, subparagraph 2 of the Securities and Exchange Act, to repurchase its own shares for the purpose of equity conversion, shall specifically provide for it in the Rules for Conversion of Shares or the Rules for Subscription of Shares.

1These Regulations shall apply mutatis mutandis to primary exchange-listed and primary OTC-listed companies as defined in Article 3, subparagraph 2 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers.

2With respect to the provisions of Article 8, paragraph 1, subparagraph 2 regarding income derived from the issuance of shares at a premium and from endowments received, for primary exchange-listed and primary OTC-listed companies, the laws and regulations of the company's country of registration shall control.

3When a primary exchange-listed or primary OTC-listed company buys back shares, it shall apply to the stock exchange for registration in compliance with the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals and the operating rules and bylaws of the stock exchange.

4When a primary exchange-listed or primary OTC-listed company performs amendment registration in connection with a buyback of shares, unless there is any compulsory provision otherwise in the laws of the country of registration, the company shall perform amendment registration for the cancellation of the shares in compliance with Article 28-2, paragraph 4 of the Securities and Exchange Act, and within 10 days counting from and inclusively of the date of completion of the cancellation procedures, apply to the Stock Exchange or the GreTai Securities Market to carry out the matters in connection with the amendment.

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1These Regulations shall enter into force from the date of issuance.

2The amended articles of these Regulations shall enter into force from the date of issuance, with the exception of Article 10-1 as amended and issued on 16 March 2007, which shall enter into force from 1 January 2008, the proviso to paragraph 3 of Article 8 as amended and issued on 22 August 2012, which shall enter into force from the fiscal year of 2013, and Articles 2 and 6 as amended and issued on 22 January 2026, which shall enter into force from 1 May 2026.