FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
September 09, 2019
|
Commission File Number
|
001-31335
|
|
|
.
|
|
|
AU Optronics Corp.
|
|
|
(Translation of registrant’s name into English)
|
|
|
|
|
|
No. 1 Li-Hsin Road 2
|
|
|
Hsinchu Science Park
|
|
|
Hsinchu, Taiwan
|
|
|
(Address of principal executive offices)
|
|
|
|
|
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
|
Form 20-F X Form
40-F ___
|
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on
which the registrant's securities are traded, as long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been
the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether
by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If "Yes" is marked,
indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
INDEX
TO EXHIBITS
Item
|
|
1.
|
Taiwan
Stock Exchange filing entitled, “The board of directors of AUO resolved for the
repurchase of its shares”, dated September 09, 2019.
|
|
|
2.
|
Taiwan
Stock Exchange filing entitled, “New appointment of representative by a juristic-person
director of the Company”, dated September 09, 2019.
|
|
|
3.
|
Taiwan
Stock Exchange filing entitled, “Change of President”, dated September 09,
2019.
|
Item 1
AU Optronics
Corp.
September
09, 2019
English Language
Summary
Subject:
The board of directors of AUO resolved for the repurchase of its shares
Regulation:
Published pursuant to Article 4-35 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of events:2019/09/09
Contents:
|
|
1.
|
Date of the board of directors
resolution:2019/09/09
|
|
|
2.
|
Purpose of the share repurchase:
transferring to its employees
|
|
|
3.
|
Type of shares to be repurchased:common
shares
|
|
|
4.
|
Ceiling on total monetary
amount of the share repurchase:NT$85,930,170,340
|
|
|
5.
|
Scheduled period for the
repurchase:2019/09/10~2019/11/09
|
|
|
6.
|
Number of shares to be
repurchased:125,000,000 shares
|
|
|
7.
|
Repurchase price range:
|
NT$5.71-NT$11.84
per share. However, AUO will still execute the repurchase should the price fall below the lower limit.
|
|
8.
|
Method for the repurchase:To
repurchase shares at a centralized securities exchange market.
|
|
|
9.
|
Ratio of the shares to
be repurchased to total issued shares of the Company:1.30%
|
|
|
10.
|
Number of the Company’s
own shares held at the time of reporting:0
|
|
|
11.
|
Status of repurchases within
three years prior to the time of reporting: NA
|
|
|
12.
|
Status of repurchases that
have been reported but not yet completed: NA
|
|
|
13.
|
Minutes of the board of
directors meeting that resolved for the share repurchase:
|
The
9th term, 3th board of directors ("the Board") meeting resolved to repurchase of its own shares at a centralized securities
exchange market.
Price
range of the shares to be repurchased is NT$5.71-NT$11.84 per share with a total of 125,000 thousand shares.
|
|
14.
|
The rules for transfer
of shares set forth in Article 10 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:
|
Article
1
For
the purpose to encourage our employees and to build cohesion among the employees, the Company hereby, pursuant to Article 28-2,
Paragraph 1, Subparagraph 1 of the “Securities and
Exchange
Act” and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” issued by
Financial Supervisory Commission R.O.C., establishes the 2019 1st “Plan of Share Repurchase and Transferring
to the Employees” (the “Plan”). Except otherwise provided in relevant laws or regulations, all share repurchase
and transfer to the employees of the Company shall be implemented in compliance with the Plan.
Article
2
Type of
transfer of shares, content of rights and restrictions on rights
The
shares to be transferred to the employees are ordinary shares. Except as otherwise provided in relevant laws or regulations or
in this Plan, the rights and obligations embedded thereon are the same with other ordinary shares of the Company.
Article
3
Transfer
period
The
repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within
5 years from the date of share-repurchase.
Article
4
Transferee’s
eligibility
Any
employee of the Company who has served in the Company for 3 month or more on the subscription record date or has been approved
by the Chairman for special contribution and any employee of the Company's subsidiaries who has met certain condition is eligible
for subscription in accordance with Article 5 of the plan.
Article
5
The
determination of the numbers of shares to be subscribed by employees
The
number of shares to be subscribed by the employees shall be determined by the Company in consideration of the service years, position,
grade, performance, overall contribution, special merits or other conditions for the management needs to determine the rights
of the shares being received by the employees. The Company shall also take into account factors such as the total number of shares
repurchased by the Company in the subscription record date and the maximum number of shares subscribed by a single employee and
then report to the Chairman for his authorization. If the employee fails to subscribe and make the payment at the expiration of
the payment period, it shall be deemed as a waiver, and the balance of the under-subscription shall be authorized to the Chairman
to have other employees to subscribe.
Article
6
The
procedure of the Plan
|
|
(1)
|
In accordance with the
resolution of the Board to make the announcement and the filings and repurchase the shares of the Company within the execution
period.
|
|
|
(2)
|
The Board authorizes the
Chairman in accordance with the Plan to announce and approve the number of shares transferred in each phase, the employees’
subscription record date, the standard of the number of shares to be subscribed, the payment period of the subscription, the content
of rights, the conditions of restrictions, and etc.
|
|
|
(3)
|
Count the actual number
of shares being paid for subscription and process the registration of the transfer of shares.
|
Article
7
The
agreed transfer price per share
For
the repurchase shares being transferred to the employees, the transfer price is the average repurchase price of the repurchased
shares, and the transfer price is calculated by the round-up method to two decimal places in the new Taiwan dollar. However, before
the transfer, if the Company's outstanding common shares increase or decrease, it may be adjusted according to the increase or
decrease ratio of the issued shares. Or according to the provisions of the Company's Articles of Incorporation, transferring shares
to the employees at an transfer price lower than the average repurchase price shall, prior to the transfer, 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 matters in Article 10-1 in the Regulations Governing Share Repurchase
by Exchange-Listed and OTC-Listed Companies in the notice of reasons for that shareholders meeting. Transfer price adjustment
formula: Adjusted transfer price = Average repurchase price of shares repurchased x (Total number of outstanding common shares
at the time of filing the repurchase of shares / Total number of outstanding common shares before the transfer of the repurchase
shares to the employees)
Article
8
Rights
and obligations of shares after transfer
After
the repurchased shares have been transferred and registered under employees’ names, unless otherwise specified, the rights
and obligations associated with the shares are the same as the other common shares.
Article
9
Other
related rights and obligations of the Company and employee
|
|
(1)
|
The repurchased shares
may be restricted from transferring for two years after being transferred to the employees.
|
|
|
(2)
|
The taxes and fees incurred
in association with the Plan shall be handled in accordance with the regulations currently in effect and the relevant procedures
of the Company.
|
|
|
(3)
|
The Company may reserve
the right to adjust or terminate the Plan in according to the overall profitability. The employees who subscribe the repurchased
shares shall undertake the obligation of confidentiality.
|
Article
10
This
Plan shall take effect and be amended after being affirmatively resolved by the Board.
Article
11
The
enactment and any amendment of the Plan shall be reported to the shareholders meeting.
|
|
15.
|
The rules for conversion
or subscription of shares set forth in Article 11 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:N/A
|
|
|
16.
|
Declaration that the financial
state of the Company has been considered by the board of directors and that its capital maintenance will not be affected:
|
The
number of shares to be repurchased accounts for 1.30% of AUO's outstanding shares, and the maximum amount for share repurchase
is 0.96% of AUO's total current assets. The Board states that AUO's financial status has been considered hereby and AUO's capital
maintenance will not be affected by the share repurchase.
|
|
17.
|
Appraisal by a CPA or securities
underwriter of the reasonableness of the share repurchase price: The repurchase price range is reasonable, as it will not have
a material impact on the Company's financial structure, earnings per share, book value per share, return on equity and etc., if
the Company execute share-repurchase within such price range.
|
|
|
18.
|
Other particular specified
by the Securities and Futures Bureau:N/A
|
Item
2
AU Optronics
Corp.
September
09, 2019
English Language
Summary
Subject:
New appointment of representative by a juristic-person director of the Company
Regulation:
Published pursuant to Article 4-6 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of events:2019/09/09
Contents:
|
|
1.
|
Date of occurrence of the
change:2019/09/09
|
|
|
2.
|
Name of juristic-person
director/ supervisor:AUO Foundation
|
|
|
3.
|
Name and resume of the
replaced person:
|
Kuo-Hsin
(Michael) Tsai，President and COO of AUO
|
|
4.
|
Name and resume of the
replacement:
|
Frank
Ko，President and COO of AUO (effective from 2019/09/10)
|
|
5.
|
Reason for the change:
AUO Foundation appoints a replacement representative to serve as a director of AUO
|
|
|
6.
|
Original term (from __________
to __________):from 2019/06/14 to 2022/06/13
|
|
|
7.
|
Effective date of the new
appointment:2019/09/10
|
|
|
8.
|
Any other matters that
need to be specified:None.
|
Item
3
AU Optronics
Corp.
September
09, 2019
English Language
Summary
Subject:
Change of President
Regulation:
Published pursuant to Article 4-6 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information
by Listed Companies
Date
of events:2019/09/09
Contents:
|
|
1.
|
Date of the board
of directors resolution or date of occurrence of the change:2019/09/09
|
|
|
2.
|
Type of personnel
(chairman or general manager):general manager
|
|
|
3.
|
Name and resume
of the replaced personnel:
|
Kuo-Hsin
(Michael) Tsai, President and COO of AUO
|
|
4.
|
Name and resume
of the new personnel:
|
Frank
Ko, Chairman of E Ink Holdings Inc.
|
|
5.
|
Type of the change
(please enter: “resignation”, “conge”, “tenure
expired” ,“position adjustment”, “dismissal”, “retirement”,
“death” or
“new appointment” ):position adjustment
|
|
|
6.
|
Reason for the
change: position adjustment
|
|
|
7.
|
Effective date
of the new appointment:2019/09/10
|
|
|
8.
|
Any other matters
that need to be specified:None.
|
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
AU Optronics Corp.
|
|
Date: September 09, 2019
|
By:
|
/s/ Benjamin Tseng
|
|
|
|
Name:
|
Benjamin Tseng
|
|
|
|
Title:
|
Chief Financial Officer
|
AU Optronics (NYSE:AUO)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
AU Optronics (NYSE:AUO)
Historical Stock Chart
Von Mai 2023 bis Mai 2024
