Company Act Article 167-1

Unless as otherwise provided for in the law, a company may, upon adoption of a resolution by a majority voting of the directors present at a meeting of its board of directors attended by two-thirds of the directors of the company, buy back its shares in a number not exceeding 5% of the total number of its outstanding shares provided, however, that the total amount of the price for buying back such shares shall not exceed the sum of the amount of its reserved surplus earnings plus the amount of the realized capital reserve.The shares bought back by the issuing company under the preceding Paragraph shall be assigned or transferred to its employees within three years. If such shares have not been transferred as required after expiry of the foregoing time limit, such shares shall be deemed as the shares which have never been issued; and under this circumstance, the company shall apply for a necessary alteration registration in respect of such shares accordingly.The issuing company of the shares bought back under Paragraph I of this Article shall not be entitled to exercise the rights of a shareholder in respect of such shares.Qualification requirements of employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, entitled to receive shares in accordance with the provision of Paragraph Two, may be specified in the Articles of Incorporation.
中文原文 公司法第167-1條
公司除法律另有規定者外,得經董事會以董事三分之二以上之出席及出席董事過半數同意之決議,於不超過該公司已發行股份總數百分之五之範圍內,收買其股份;收買股份之總金額,不得逾保留盈餘加已實現之資本公積之金額。
前項公司收買之股份,應於三年內轉讓於員工,屆期未轉讓者,視為公司未發行股份,並為變更登記。
公司依第一項規定收買之股份,不得享有股東權利。
章程得訂明第二項轉讓之對象包括符合一定條件之控制或從屬公司員工。

English translation for reference only; the Chinese text prevails. Not legal advice.