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Statement
| 1.Date of the board of directors resolution:2022/03/18
2.Issue period:
Within one year since the date of receipt for notice of the competent
authority's approval and effectiveness; issued at once or in tranches
depending on actual requirements. The Chairman is authorized to determine
the actual issue date.
3.Eligibility criteria for optionees:
(1)Full-time or part-time employees of the Company and a domestic or
foreign company which has the controlling or subordinate relationship
with the Company as of the Grant Date.( accordance with Financial
Supervisory Commission Order Ref. No. 1070121068 Date: 2018.12.27)
A.Full-time employee means a person employed by the Company or a domestic
or foreign company which has the controlling or subordinate relationship
with the Company, who undertakes the assignment and gets paid regularly
according to his/her employment contract.
B.Part-time employee means a person employed by the Company or a domestic
or foreign company which has the controlling or subordinate relationship
with the Company on an hourly basis, short-term basis (works fewer than
the standard working hours per week) or for a specific project and get
paid on a daily, hourly or project rate according to his/her fixed term
employment contract.
(2)The base date of stock subscription eligibility is determined by the
chairman authorized by the board of directors.
(3)The Chairman shall determine the employees who are entitled to the
options and the no. of options to be granted after taking into
consideration factors including but not limited to work experience,
seniority, position,work performance and overall contribution or
specific achievements, and then submit the decision to the Board of
Directors for approval.Employee who also serves as a member of the
Board and/or a managerial officer,requires a prior approval from the
Compensation Committee before submitting to the Board for approval.
(4)The cumulative no. of shares a single employee can subscribe for by
exercising the options granted to him/her by the Company under
Paragraph 1, Article 56-1 of the Regulations Governing the Offering and
Issuance of Securities by Securities Issuers (the "Regulations Governing
Offering and Issuance"), in combination with the cumulative no. of
restricted stock awards obtained by such employee, shall not exceed
0.3% of the total issued shares. The above, in combination with the
cumulative no. of shares such employee can subscribe for by exercising
the stock warrants granted under Paragraph 1, Article 56 shall not
exceed 1% of the total issued shares.
4.Number of total issued units of the employee stock warrants:3,000 units
5.Number of shares each stock warrant unit may subscribe for:
Each stock warrant unit may subscribe for 1,000 common share of the Company.
6.Total number of new shares to be issued due to exercise
of options, or the no.of shares for buyback as required
by Article 28-2 of the Securities and Exchange Act:
The total number of new shares to be issued for the exercise of these
options shall be 3,000,000 shares.
7.Subscription price:The subscription price shall consist in the closing
price for the Company's common stock on the day these employee stock
warrants are issued.
8.Period of subscription rights:
(1)Optionees may exercise their options, respectively,after 2 years have
elapsed since the granting of the stock warrants. The duration of these
stock warrants shall be 5 years. The stock warrants may not be
transferred, pledged ,assigned as a gift, or otherwise disposed by the
optionee, except by inheritance.Once duration has elapsed,rights for
options that have not been exercised shall be deemd as waived, and
optionees may no longer claim right to exercise their subsciption rights.
(2)Grant Period of Stock Warrants Proportion of exercisable options with
the following table
Grant Period of Stock Warrants Proportion of exercisable options(Accumulated)
After 2 years 50%
After 3 years 75%
After 4 years 100%
(3)The Company shall have the right to forfeit and cancel stock warrants
for which rights have not been vested or exercised yet in the event
that the optionee violates his/her employment contract, service agreement
or work rules after the stock warrants have been granted by the Company.
9.Types of shares which may be subscribed for:Common shares of the Company.
10.Handling method for employee resignation/inheritance:
(1)Voluntary resignation
The vested stock warrants may be exercised to the exercisable
extent before the date of resignation. All rights for unvested stock
warrants shall be deemed as waived upon the date of resignation.
(2)discharge
If the stock option holder violates the labor contract or work rules
and other gross negligence and is discharge by the company, the
stock option certificate he has given will be deemed to have waived
the stock option right on the day of discharge.
(3)retirement
For the granted stock warrants, the emoployee can exercise all the
rights to execute the shares upon retirement unless the sotck
warrants is limited to be exercised after two years. Thus, it is not
subject to the limit of the proportion of stock options that can be
exercised at the end of the relevant time period in Paragraph 2 of
the Plan.
However,the right to subscribe for shares shall be exercisable
within one year from the date of retirement or when two years
have passed since the stock option were granted(mainly based
on the later date), but may not exceed the duration of the stock
warrants.
(4)Death
The vested sotck warrants may be exercised by the heir within
one year from the date of death.Unvested stock warrants shall
lose validity from the date of death.
(5)Disability or Death Caused by Work Injury
A.For those who are physically disabled and unable to continueworking
due to occupational disasters, the given stock option certificate
may exercise all stock option rights. Except that it should still
be exercised two years after the certificate of stock option has been
granted, there is no restriction on the proportion of stock options that
can be exercised upon expiry of the time schedule in Item 2 of this
article. The stock option right shall be exercised within one year from
the date of resignation or from the expiration of two years after the
stock option certificate was granted (whichever is later).
B.For the options already vested to an employee died as a result of
occupational hazards,such options may be exercisable on the date on
which the heir acquires the right of inheritance.Except for the
restriction that the subscription right may ve exercised after the 2nd
anniversary of the options not yet vested are not subject to the
subscription percentage restriction in Paragraph 2 of the Plan.Such
options may be exercisable within one year after the date of death or
after the 2nd anniversary of the issurance date of the option
(whichever is later), up to the end of the Term.
(6)Leave without pay
According to the laws and regulations and due to personal illness,
family accident, study abroad, etc., the employees who have been
approved by the company on leave without pay and have the right to
exercise the stock option can exercise the stock option within one
month. The options can only be exercised after reinstatement. Share
options that have not exercised their rights may be reinstated after
reinstatement. If the suspension without pay is cancelled for any
reason during the suspension period, it will be deemed to have waived
all exercised andunexercised share options on the effective date of the
cancellation.
(7)severance package
For stock options with exercise rights, the rights can be exercised within
one month from the effective date of severance. Stock options that have
not been exercised shall be deemed to have waived their rights from the
effective date of severance, or the chairman of the board or his
authorized supervisor may, within the timetable for exercising the rights
in subparagraph (2) of this article, approve the right and time of the
stock option.
(8)Transfer
When a subscriber is transferred to a related enterprise or other
company, his stock options shall be handled in the same way as a
resigned employee. However, if it is mobilized due to the company's
request, the board of directors may determine its stock subscription
rights and exercise time within the timetable for exercising the rights.
(9)Options not exercised by the Optionee or his/her heir within the
aforesaid period shall become null and void.
11.Other criteria for subscription:The handling method for stock warrants on
which rights have been waived is that the Company shall cancel any stock
warrants on which rights have been waived, and these shall not be issued
again.
12.Method for performance of contract:
(1)New common shares issued by the Company shall be delivered.
(2)If the new shares are delivered to employees of foreign subsidiaries,
they will be delivered to the "Employee Collective Investment Account"
opened by the Company or the foreign subsidiary's custodian institution.
The account is limited to selling stocks obtained by employees, and is
not allowed to engage in other securities trading transactions.
13.Adjustment of subscription price:
(1)After the stock warrants are issued, except for the issuance of common
shares upon conversion of all securities with conversion rights or
subscription rights for common shares, or new shares issued as employee
bonuses, if there is any change to the Company's no. of common shares
(including private placement)，including increase in ordinary service
shares, decrease in ordinary shares due to capital reduction not due to
cancellation of treasury shares (including capital reduction to make up
for losses and cash capital reduction) etc., the subscription price shall
be adjusted in accordance with the following formula (rounded up to the
nearest tenth of one NTD):
Adjusted subscription price = Subscription price prior to adjustment *
[no. of issued shares + (paid purchase price per share * no. of newly
issued shares) ÷ current price per share] / (no. of issued shares +
no. of newly issued shares)
A.No. of issued shares refers to total no. of issued common shares minus
the no. of treasury shares repurchased by the Company but not
transferred or canceled. The number of shares excluding the certificate
of bond-to-stock exchange right and the payment certificate of employee
stock option certificate.
B.In the event of gratuitous distribution of shares or stock divide, the
paid purchase price per share shall be zero.
C.If another company is merged and it is a surviving company, the "payment
amount for each new share" is the simple arithmetic average of the
closing price of the company's ordinary shares for 30 consecutive
business days starting from the 45th business day before the merger
base date.If the shares of another company are transferred and new
shares are issued, the amount shall be the simple arithmetic average of
the closing prices of the ordinary shares of the company for 30
consecutive business days from the 45th business day before the
completion date of the transfer of shares.
D.the adjusted subscription shall be rounded down to the nearest tenth of
one New Taiwan Dollar.
E.If the adjusted subscription price is higher than the subscription price
prior to adjustment, the subscription price shall not be adjusted.
F.If the final adjusted subscription price is lower than the par value of
common shares, the subscription price shall be the par value of common
shares.
(2)After the stock warrants are issued, the subscription price shall be
subject to adjustment in accordance with the following formula in case
that the reduction in no. of common shares is not caused by capital
reduction through cancellation of treasury shares:
Capital reduction to offset losses:
Adjusted subscription price = Subscription price prior to adjustment
* (no. of issued shares before capital reduction ÷ no. of issued shares
after capital reduction)
Capital reduction with cash payment:
Adjusted subscription price = (Subscription price prior to adjustment
- cash refund per share) * (no. of issued shares before capital
reduction ÷ no. of issued Shares after capital reduction)
(3)After the stock warrants are issued, the subscription price shall be
subject to adjustment in accordance with the following formula in the
case of cash dividend distribution for common shares(rounded up to the
nearest tenth of one NTD)
Adjusted subscription price = Subscription price prior to adjustment
* (1 - cash dividends distributed per common share ÷ current price per
share), The aforementioned current price per share shall be the simple
arithmetic average of the closing price of shares either on the first,
third or fifth business day immediately prior to the announced book
closure and ex-dividend date for the cash dividends.
If cash dividends and stock dividends are issued at the same time
(including capital increase by earnings and by capital surplus), the
subscription price shall first be adjusted in accordance with the cash
dividends and then with the stock dividends.
A.If the adjusted subscription price is higher than the subscription price
prior to adjustment, the subscription price shall not be adjusted.
B.If the final adjusted subscription price is lower than the par value of
common shares, the subscription price shall be the par value of common
shares.
14.Procedures for exercising options:
(1)Except during the statutory book closure period, They may exercise
their rights in accordance with the schedule set out in these Measures,
fill in the stock subscription request form, and file an application
with the FAD.
(2)After FAD accepts the stock subscription request, it shall notify the
stockholders to pay the stock payment to the designated bank account
within the time limit. After the subscription is paid, the subscription
payment shall not be revoked. If the subscription is not paid within
the time limit, the subscription right shall be waived.
(3)Upon confirmation of sufficient payment for shares, the Company shall
instruct the stock transfer agent of the Company to register the no.
of shares subscribed for by the employee and his/her name in the
shareholders' roster, and shall issue the new shares to such optionee
through depository book-entry transfer within five business days.
(4)The aforementioned common shares shall be TPEx-listed and ready for
trade upon the date of delivery to the optionee.
(5)Except for the periods specified below, optionees may exercise their
options within the scope stipulated in Paragrpah (2), Article 5 of
these regulations by applying with the Company's FAD.
A.The statutory book closure period before the shareholder's meeting
of the current year.
B.The period from fifteen business days prior to the date when the
Company applies with TPEx for the book closure date for gratuitous
distribution of stock dividends, book closure date for cash dividends,
or subscription book closure date for cash capital increase, up until
the record date for distribution of rights and interests.
C.The period from the record date of capital reduction to the day
immediately prior to the trading day after replacement of shares and
capital reduction.
D.Other statutory book closure period by law.
(6)The Company shall announce the no. of shares issued upon exercise of
employee stock warrants for the previous quarter within fifteen days
of the end of a quarter, and complete change registration for amount
of subscribed shares and capital with the competent authority in
which the Company is registered.
(7)If the above-mentioned warrantee is an employee of a foreign
subsidiary, the agent in Taiwan shall act on his behalf.
15.Rights and obligations after exercising options:The rights and
obligations of the common shares delivered according to these
regulations shall be the same as those for the Company's common shares.
16.Reference date for any additional share exchange, stock swap,
or subscription:NA
17.Possible dilution of equity in case of any additional
share exchange, stock swap, or subscription:NA
18.Other important terms and conditions:
(1)After stock warrants are granted to optionees, optionees shall abide
by confidentiality regulations and shall not disclose related contents
and the no. of stock warrants granted unless otherwise requested by
law or the competent authority. In case of violation, the company has
the right to withdraw the unexercised share options and cancel them.
(2)These regulations shall come into effect once they're approved by a
majority vote in a Board of Directors meeting attended by two-thirds
or more of the directors, and approval is granted by the competent
authority upon reporting. The same shall apply for revisions after
actual issuance. If amendments are required due to the requirements
of the competent authority during the submission and review process,
the chairman shall be authorized to revise these measures, and the
issue shall not be issued until the board of directors ratifies and
approves them.
(3)Any other matters not set forth in these regulations shall be dealt
with in accordance with the related laws and regulations.
19.Any other matters that need to be specified:None.
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