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Article 28-2
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In any of the following situations, a company whose stock is listed on a stock exchange or traded on the over-the-counter market may, upon the approval of a majority of the directors present at a directors meeting attended by two-thirds or more of directors, buy back its shares from the centralized securities exchange market or over-the-counter market or in accordance with paragraph 2 of Article 43-1, without being subject to the restrictions of paragraph 1 of Article 167 of the Company Act:
1. Transfer of shares to its employees.
2. For equity conversion purposes in coordination with the issuance of corporate bonds with warrants, preferred shares with warrants, convertible corporate bonds, convertible preferred shares, or share subscription warrants; or
3. The buyback is necessary for purposes of maintaining the company's credit and shareholders' equity, and the shares bought back are cancelled.
The number of shares bought back by a company under the preceding paragraph may not exceed ten percent of the total number of issued shares of the company. The total amount of the shares bought back may not exceed the amount of the retained earnings plus premium on capital stock plus realized capital reserve.
Regulations regarding the procedures, price, quantity, method, conversion method, and matters required to be reported and publicly announced in connection with the buyback of shares by a company in accordance with paragraph 1 above shall be prescribed by the Competent Authority.
The shares bought back by a company in accordance with paragraph 1 shall be transferred within five years from the date of buyback, except for shares bought back as referred to in subparagraph 3, for which amendment registration shall be completed within six months from the date of buyback. Any shares not transferred within the time limit shall be deemed unissued shares, and amendment registration shall be carried out.
Shares bought back by a company in accordance with paragraph 1 shall not be pledged. Before the shares have been transferred, the shareholder's rights shall not be enjoyed.
If a company buys back shares from the centralized securities exchange market or over-the-counter market, the shares held by its affiliated enterprises defined under Article 369-1 of the Company Act or its directors, supervisors, managerial officers, or shareholders holding more than 10 percent of the company's total shares, shall not be sold during the buyback period.
The board of directors resolution referred to in paragraph 1, and the implementation thereof shall be reported in the most recent shareholders meeting. The same shall also apply if the shares are not bought back for any reason.
The shares held by persons prohibited from selling their shares as set out in paragraph 6 shall include shares held by their spouses and minor children and those held under the names of other parties.
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