1.Resolution date: 2016/11/10
2.Purpose of buyback of stocks: Transfer to employees
3.Types of buyback stock: common stock
4.Upper limit of amount of buyback (NT dollars): 520,006,900
5.Scheduled buyback period: 2016/11/11~2017/01/10
6.Scheduled number of buyback stock (shares):10,000,000
7.Price range of buyback (NT dollars): 9.00~15.00
8.Way to buyback: buyback from stock exchange market
9.Percentage of the scheduled number of buyback stock over the total number of issued shares (%):5.08
10.Number of accumulated shares owned before declaration (share):0
11.Situation of buyback stock within three years before declaration: N/A
12.Situation of declared buyback but did not completely executed: N/A
13.Meeting minutes of board of directors’ resolution on stock buyback:
Report II: Discussion of stock buyback proposal
Explanation:
1.Plan to buyback stock according to Securities and Exchanges Act of 28-2 and Regulations of Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies
Matters relevant to the stock buyback:
(1) Purpose of buyback of stocks: Transfer to employees
(2) Types and number of buyback stock: Common stock 10,000,000 shares
(3) Scheduled buyback period: 2016/11/11~2017/01/10
(4) Price range of buyback (NT dollars): 9.00~15.00 per share, only when the company stock price falls below the lower limit of the price range, the buyback will be executed continuously
(5) Way to buyback: buyback from stock exchange market
2. Number of issued and outstanding common stock is 196,674,224 shares, Percentage of the scheduled number of buyback stock over the total number of issued shares (%) is 5.08, and the upper limit of the amount needed for buyback is 150,000,000 NT dollars, which only accounts for 12.35% of company’s current assets; therefore, the buyback shares cancellation does not affect company capital maintenance and financial situation. The board of directors’ statement is attached
3.According to Regulations of Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the proposed rule of 2016 1st buyback stock transfer to employees is attached
Resolution: the proposal after consulting with all attended directors is passed with no objections
14. Regulations of Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies Article 10 rule of transfer:
Bright LED Electronics Corp.
Rule of “2016 1st buyback stock transfer to employees”:
Rule 1:To encourage employees and to enhance coherence within company, according to Securities and Exchanges Act of 28-2 Section 1 of clause 1 and Regulations of Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies which is announced by Financial Supervisory Commission, set the rule of “2016 1st buyback stock transfer to employees”. Company will not only executes the buyback transfer accordingly to legal regulations and laws but also to this rule of “2016 1st buyback stock transfer to employees”
Rule 2:The type of buyback stock that is to transfer to employees is common stock, which its rights and obligations, besides legal regulation and laws and the rules, are the same with other outstanding common stock
Rule 3: The shares of buyback stock have to follow the rules of “2016 1st buyback stock transfer to employees” to be transferred all in one time or in several times to employees within three years from the date of buyback
Rule 4:Only employees who work in the parent company or in the subsidiaries that are directly or indirectly held by the parent company with over 50% holdings, according to the rule 5 of restricted number and amount of shares subscription, has the qualifications to subscribe
Rule 5: Employees can subscribe the stock after president’s approval based on employees’ current position, performance evaluation, seniority, special contribution to the company and potential development for the company in the future. If employees with title of director or general manager, has to report to the salary compensation committee for evaluation and approve by the board of directors.
Rule 6: Operating procedure of buyback stock transfer to employees:
I. According to the board of directors resolution, announcement and declaration, will execute the buyback within period of time
II. Authorizing president to set and announce the employee subscription base date, standards of number of subscribed stock, transfer price, payment period of subscription, content of rights and obligations, restrictions and constraints…etc other operating matters.
III. Calculate actual subscribed and paid shares and register stock transfer application
Rule 7:for the buyback stock transfer to employees, the transfer price is the average price of the buyback, only when company’s issued shares of common stocks increase or decrease before the transfer, the transfer price should be adjusted according to the percentage of increase or decrease of issued shares of stocks formula of adjustment of transfer price= actual average of buyback price*(total number of the issued common stock when company declares to buyback stock/ total number of issued common stock before company transfers the buyback stock to employees)
Rule 8:After registering stock transfer application of the buyback stock transfer to employees, only if other regulation exists, its rights and obligations are the same as original stock
Rule 9: the rules of 2016 1st buyback stock transfer to employees” will be effective after board of directors’ resolution and should be reported and resolved by board of directors if revise
Rule 10: the rules of 2016 1st buyback stock transfer to employees” should also be reported during shareholders’ meeting as well as if revise.
Rule 11: the rules of 2016 1st buyback stock transfer to employees” are set
On 2016/11/10
15. Regulations of Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies Article 11 of transfer or subscription: Not applicable
16. Statement of no influence to company capital after board of directors’ consideration of company’s financial situation
Statements from Board of directors of Bright LED Electronics Corp.
I. On the date of 2016/11/10 17th of fourth board of directors’ meeting, with attendance over 2/3, half of attended directors agree to buyback 10,000,000 shares from trading companies within 2 months after declaration
II. The above total number of buyback stock accounts for 5.08% of company’s issued stock. Moreover, the amount needed for buying back stock only accounts for 12.35% of company’s current assets. Therefore, the board of directors states the buyback stock will not affect company’s capital maintenance after considering company’s financial situation
III. the statements after board of directors resolution with seven of attended directors discussed and consented are stated
Bright LED Electronics Corp.
President Liaw Zong Ren
2016/11/10
17.Reasonable evaluation and opinion of this buyback stock price from accountants or securities underwriter
To evaluate above summaries, Bright LED Electronic Corp.’s decision making process of price range of buyback stock is legal and the price range’s set up and influence to company’s financial situation are reasonable. No significant unusual circumstances.
Yuanta Securities and Futures underwriter corp.
President: Ho Ming Heng
2016/11/10
18.Other regulations from Securities and Futures Institute: N/A
