News

1.Date of the Competent Authority's approval of the capital reduction: 2013/07/11
2.Date of completion of capital amendment registration: 2013/09/02
3.Effect on the company financial report (including any discrepancy between
   the amount of paid-in capital and the number of shares outstanding and the
   effect on net worth per share):
(1) Before the capital reduction: The paid-in capital of common stock is
      NT$3,202,174,540; the shares outstanding are 320,217,454 shares and book
      value per share is NT$27.59.
(2) After the capital reduction: The paid-in capital of common stock is
      NT$2,241,522,180; the shares outstanding are 224,152,218 shares and book
      value per share is NT$39.41.
(3) The book value per share calculation is based on the financial statement
      of the second quarter, 2013/06/30, reviewed by independent auditors.
4. Planned share conversion operations:
(1) This proposal is written based on the Company’s Articles of Association
      and Taiwan Stock Exchange Corporation Procedures for the Exchange of
      Securities Certificates by TWSE Listed Companies.
(2) Share certificates in this exchange comprise of all 320,217,454 listed
      common shares issued (including treasury stock of 863,000 shares),
      a total of NT$3,202,174,540 with par value of NT$10.00 per share.
(3) The amount of capital reduced is NT$960,652,360 with a total of
      96,065,236 shares to be cancelled in the aim to place funds into more
      efficient use, raise shareholders return on equity and the Company’s
      earnings per share. According to Article 168 of the Company Act,
      the proportion of capital reduction should match those of the shares held
      by shareholders. The level of capital reduction is 30%.
(4) The number of exchanged shares after the reduction is 224,152,218.
      With par value of NT$10.00 per share, capital after reduction will total
      NT$2,241,522,180.
(5) This capital reduction and issuance of new replacement shares
      (scripless issuance) is calculated by shares held by each shareholder
      according to the Register of shareholders on the “Record Date of Capital
      Reduction and Issuance of New Replacement Shares”. 700 shares are issued
      in place of 1,000 shares (300 shares less every 1,000 shares);
      for the odd lots, shareholders can apply to combine those shares into a
      full share at the Company’s Shareholder Services Agent within 5 days
      after the book closure date. When there are still an odd lot after
      combining, the dollar amount is paid (remainder after the dollar
      is eliminated) in cash, which is calculated proportionally based on the
      last trading day’s closing price of the Company’s stock on the
      centralized stock exchange market before the record date of capital
      reduction and issuance of new replacement shares. All common shares with
      an odd lot will be acquired by a designated person authorized
      by the Chairman.
(6) Schedule for capital reduction and issuance of new replacement shares:
i. Record date of capital reduction and issuance of new replacement
   shares is 2013/10/26. And starting from 2013/11/01, new replacement
   shares will be issued (scripless issuance).
ii. Last day to trade old shares is 2013/10/17
iii. Old shares will be suspended to trade on the market from 2013/10/18
iv. Transfer procedure for the old shares is suspended from 2013/10/22 to
     2013/10/31. The last day to transfer is 2013/10/21.
v. Listing date for the new shares (delisting date for old shares) is
   2013/11/01. And starting from the listing date for the new shares,
   the originally listed old shares shall not be traded.
vi. The rights and obligations of new shares after the capital reduction
     shall be identical to those of the originally issued shares.
vii. Distribution date for cash refund of capital reduction is 2013/11/01.
(7) Procedures for replacing shares:
i. The Company has adopted scripless issuance of securities and will no
   longer issue physical shares. Therefore, the shareholders who have not
   yet opened an account for central custody and book-entry settlement of
   securities at the securities firm shall go to their securities firm to
   open the account at the shareholders’ earliest convenience to
   facilitate the shares replacement.
ii. Replacement of transferred old shares: After 2013/11/01, shareholders
   shall follow the procedures to replace shares at the Company’s
   Shareholder Services Agent – Agency Department of
   Chinatrust Commercial Bank by bringing with them the old shares and
   the original seal used.
iii. Replacement of old shares not yet transferred: After the replacement
   date of new shares (2013/11/01), shareholders shall follow the
   procedures to replace shares at the Company’s Shareholder Services
   Agent – Agency Department of Chinatrust Commercial Bank by bringing
   with them relevant proof documents such as the old shares, application
   to transfer,acquisition report or securities transaction tax return,
   and reclamation list of stock numbers, in addition to copy of identification card
   (both front and back), shareholders’ signature card and seal.
iv. Shares already placed in a Securities Firm’s account for central
   custody and book-entry settlement of securities will be replaced with
   new scripless shares by the Taiwan Depository & Clearing Corporation
   on the listing date of the new shares. No transfer-related procedure
   is required.
v. Replacement location:
5F, No.83, Section 1, Chongqing South Road,
Zhongzheng District, Taipei City 100, Taiwan R.O.C.
Telephone: +886-2-2181-1911,
Agency Department of Chinatrust Commercial Bank.
(8) Other matters not covered within this proposal shall be conducted in
accordance with the Company Act and other relevant legislation.
(9) After the Taiwan Stock Exchange Corporation approves of the proposal,
detailed procedures of the Company’s replacement share proposal will be
posted on the Market Observation Post System and shareholders will be
notified through partition before the replacement date.
5.Estimate listed shares, the ratio of listed shares to outstanding shares,
after the capital reduction: 224,152,218 shares,100%.
6.Countermeasures of the aforesaid estimate change in shareholding
after the capital reduction: N/A
7.Any other matters that need to be specified:
(1) The resolution for capital reduction was passed during the Annual
General Meeting held on 2013/06/14, and with effective registration
date on 2013/07/11 under Registry No.1020026067 of the Financial
Supervisory Commission.
(2) Where a scheduled change of execution in coordination with the competent
authorities occurs, the Board has approved in this board meeting that,
whenever necessary, the President shall adjust the aforementioned record
date of the capital reduction and subsequent schedules based on the
actual progress.