Global Brands Manufacture : The Board of Directors resolves for repurchase of the Company's own shares

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Provided by: GLOBAL BRANDS MANUFACTURE LTD.
SEQ_NO	3	Date of announcement	2022/01/14	Time of announcement	16:02:53
Subject	The Board of Directors resolves for repurchase of the Company's own shares
Date of events	2022/01/14	To which item it meets	paragraph 35
Statement	1.Date of the board of directors resolution:2022/01/14 2.Purpose of the share repurchase:for transferring shares to employees 3.Type of shares to be repurchased:Common stock 4.Ceiling on total monetary amount of the share repurchase (NTD):9,890,989,000 5.Scheduled period for the repurchase:2022/01/17~2022/03/16 6.No.of shares to be repurchased (shares):3,000,000 shares 7.Repurchase price range (NTD):NT$35.2~38.7 per share; the Company will still execute the repurchase when the price falls under the lower limit. 8.Method for the repurchase:To repurchase in the centralized securities exchange market 9.Shares to be repurchased as a percentage of total issued shares of the Company (%):0.63 10.Cumulative no.of the Company��s own shares held at the time of reporting (shares):0 11.Status of repurchases within three years prior to the time of reporting: (1)Actual period for repurchase:2021/07/16~2021/07/22 Planned quantity:2,000,000 shares�FActual quantity:2,000,000 shares Status of implementation(Actual quantity/Projected quantity):100% (2)Actual period for repurchase:2021/01/27~2021/02/03 Planned quantity:4,000,000 shares�FActual quantity:4,000,000 shares Status of implementation(Actual quantity/Projected quantity):100% (3)Actual period for repurchase:2020/03/24~2020/04/06 Planned quantity:1,500,000 shares�FActual quantity:650,000 shares Status of implementation(Actual quantity/Projected quantity):43% 12.Status of repurchases that have been reported but not yet completed: The 1st:Planned quantity:10,000,000 shares, Actual quantity:6,745,000 shares. The 2th:Planned quantity:3,255,000 shares, Actual quantity:3,205,000 shares. The 3th:Planned quantity:3,000,000 shares, Actual quantity:900,000 shares. During each execution period, the Company would consider the change in stock price, the purchase costs, how the price would affect the employees' willingness of subsequent stock subscription, and also the purpose of maintaining the stockholders' equity. In some situation that the stock price was out of the price range of repurchase, the actual repurchased shares were less than the original plan. The 9th: Planned quantity:1,500,000 shares, Actual quantity:650,000 shares. The stock price during the execution period was higher than the ceiling of the repurchase price range, thus execution of share repurchase was unable to be fully executed. 13.Minutes of the board of directors meeting that resolved for the share repurchase: The Board of Directors resolves for repurchase of the Company's own shares on 2022/01/14, and expectes to buy back 3,000,000 shares of the Company's shares in the centralized securities exchange market from 2022/01/17 to 2022/03/16. Repurchase price range: NT$35.2~38.7 per share; the Company will still execute the repurchase when the price falls under the lower limit. 14.The Rules for Transfer of Shares set forth in Article 10 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies: The Rules for Transfer Repurchased Shares To Employees(hereinafter the Rules) Article 1 To motivate employees and to enhance internal cohesion of the Company, the Company adopts the Rules in accordance with Article 28-2 of R.O.C. Securities and Exchange Act and the Guidelines for Repurchase of Shares by Listed and OTC Companies. The Company will follow the guidelines and related regulation for the purchase of treasury stocks and the process of transferring those stocks to employees. Article 2 The shares which is repurchased for the purpose of transferring to employees are common shares issued by the Company. Unless otherwise regulated by other relevant laws or regulations, the rights and obligations of those shares are as same as other outstanding common shares issued by the Company. Article 3 The repurchased shares, following the rules, will be transferred to employees in one time or in several times within 5 years from the date of repurchase. Article 4 Employees who are eligible to be the assignee of the repurchased shares should be employed by the Company before the subscription date, including full-time employees of the Company and its subsidiaries. Employees' subscription ratio and number of shares are determined based employees' title, salary, years of service, performance, and their contribution to the Company. To decide the qualifications of the assignees in the preceding paragraph and the number of shares each assignee can subscribe, the Company should consider its operation needs and business development strategies. Besides, if the assignees are the Company's managers, shares allocated to managers should also be approved by the remuneration committee and the Board of Directors. The subsidiary mentioned in the first paragraph refer to a subsidiary which the company directly or indirectly holds more than 50% of the subsidiary's voting shares. Article 5 The transfer procedure of this share repurchase program is described as follows: 1.The Company publicly announces it is going to repurchase outstanding shares and will execute within the implemented period following the Board of Directors' resolution. 2.The related matters such as the subscription date, the number of shares each employee can subscribe, the payment period, and the rights are proposed by the Company's human resources department in accordance with the Company's procedures and shall be approved by the Company's chairman. If the employees are the Company's managers, shares allocated to managers should also be approved by the remuneration committee and the Board of Directors. 3.Employees who do not make payment of shares subscription within the subscription period are deemed abstention; the remaining unsubscribed shares will be subscribed by the chairman or other employees. 4.The Company will complete the related registration based on the actual number of shares subscribed by employees. Article 6 The share repurchased is transferred to the employees at an average price of the actual repurchased costs and the cost of fund (calculated based on the fixed interest rate of one-year time deposit of China Post Co., Ltd.) However, before transfer, if there is an increase or decrease in the issued ordinary shares of the Company, the transfer price may be adjusted within the range of the increase or decrease of the issued shares. Transfer price adjustment formula:(Calculate and rounds up to NT cents) Adjusted transfer price = average actual repurchased price x (total number of ordinary shares at the completion of the company's repurchase of shares �� total number of ordinary shares before the company transfers the repurchased shares to employees) + cost of fund Article 7 After the repurchased shares are being transferred and registered under the employees' names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares. Article 8 The taxes and fees incurred for shares transferred in accordance with the Guidelines shall be handled in accordance with the laws and regulations and the relevant operations of the Company at the time of transfer. Article 9 The Guidelines are effective after resolved by the Board of Directors. In the future, if there is any change of laws or regulations by the government authority, or any necessary changes attributable to the objective environment, the Company shall amend the Guidelines after reporting to the Board of Directors and receiving approval from Board of Directors. Article 10 The Rules shall be reported to the Shareholders' meeting, and the same shall apply when revised. 15.The Rules for Conversion of Shares or the Rules for Subscription of Shares set forth in Article 11 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies:NA 16.Declaration that the financial status of the Company has been considered by the board of directors, and that its capital maintenance will not be affected: 1.The Board of Directors resolves for repurchase of the Company's own shares on 2022/01/14, and expects to buy back 3,000,000 shares of the company's shares in the security exchange market from 2022/01/17 to 2022/03/16. 2.The number of the above-mentioned repurchased shares only amounts to 0.63% of the total numbers of shares issued by the Company and the maximum repurchased amount is 0.58% of its current assets. We hereby declare that the financial status of the Company was considered at the Board of Directors meeting and that the stableness of the Company 's capital would not be affected by the repurchase. 3.This statement was approved by the Company's board meeting. Nine directors present (including proxy attendance) agreed to the contents of this statement and hereby declare. 17.Appraisal or opinion by a CPA or securities underwriter about the reasonableness of the share repurchase price: According to the evaluation opinion of Horizon Securities Corp., the repurchase price of the Company's share repurchase plan is reasonable and meets relevant requirements. The impact of the current ratio, quick ratio and cash flow is considered immaterial to the company's financial stutus and shareholders' equity. 18.Other matters stipulated by the SFB:None.