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Statement
| 1.Resolution date of the board of directors:2022/03/07
2.Expected issue price:Grants will be made free of charge.
3.Expected total amount (shares) of issuance:
The number of shares to be issued will not exceed 60,000 common shares,
with a par value of NT$10 per share. The actual number of shares to be
issued will be resolved by the Board of Directors after the issuance of
employee restricted stock awards ("RSAs") is approved at the
shareholders' meeting and by the competent authority.
4.Vesting conditions:
(1).The RSAs granted to an employee can only be vested if the employee
remains employed by the company on the last date of each vesting
period. During the vesting period, the employee may not breach any
agreement including labor contract, work rules, non compete clause,
and non disclosure agreement with the company, and certain employee
performace metrics and the Company's business performance metrics
are met. The maximum percentage of granted RSAs that may be vested
shall be:
-2023: 35% of the granted RSAs
-2023 to 2024: 70% of the granted RSAs
-2023 to 2025: 100% of the granted RSAs
Provided that the actual percentage and number of the RSAs to be
vested in each year will be caculated based on the achievement of
employee performance and the Company's business performance
metrics. The Company's operating target will be based on the growth
rate of operating profit from 2021, and take settlement figures of
2021 as the caculating basis and performance period from 2022, 2023,
to 2024. The operating profit growth rate can be settled across years
and the number of vested shares caculated should be rounded down to
the nearest intergal.
(2).The index of the Company's operating target is operating profit
growth rate. The mnumum vested share ratio is 1.8%, and the target
value is 300%; the proportion of shares that reach the target value
is 100%. Whether to reach the target value will be caculated based
on unconfitionally round down method. If the performance does not
reach the target value, the vested share ratio is caculated by the
interpolation method and rounded to the percentile. The performance
evaluation index shall be based on the consolidated financial
statements audited and certified by accountants corresponding to
each performance period.
5.Measures to be taken when employees fail to meet the vesting
conditions or in the event of inheritance:
When an employee fails to meet the vesting conditions, the Company will
reclaim the granted RSAs and cancel the same as no extra cost to the
Company; all other matters shall be handled in accordance with the
issuance regulations stipulated by the Company.
6.Other issuance criteria:
As set forth in the Employee Restricted Stock Awards Rules.
7.Qualification criteria for employees:
(1).Only the Company's employees who are employed as of the date of
the granteing of the RSAs and who meet certain performance
requirements.
(2).The number of shares granted to eligible employees will be
deretmined by Chairman and approved by the Board Directors by
reference to the Company's business performance and the employee's
job performance. If an employee is one of the Company's manager or
Board director, the number of shares granted shall also approved by
the numeration committee.
(3).In accordance witht the Article 56-1, Paragraph 1 of the "Regulations
Governing the Offering and Issuance of Securities by Securities
Issuers", the cumulative number of shares subscribed for employee
stock option certificates and the cumulative total of new shares of
employee restricted stock awards shall not exceed three thousandths
of the total number of issued shares. Also, in accordance with the
Article 56-1, Paragraph 1, the cumulative number of shares subscribed
for employee stock option certificates and the number of shares
subscribed by single employee shall no exceed one percent of the
total number of issued shares.
8.The reason the current issuance of RSA is necessary:
To attract and retain critical talents, and to motivate employees and
enhance internal cohension, hence link their compensation with
shareholders'interests.
9.Calculated expense amount:
Based on the measurement specified in vesting conditions, the total
expenses are preliminarily estimated at approximately NT$161,700 thousand
which are estimated at approximately NT$25,266 thousand, NT$86,914
thousand, NT$37,393 thousand and NT$12,127 thousand from 2022 to 2025
respectively, assuming that the RSAs will be issued at the beginning of
October 2022.
10.Dilution of the Company's earnings per share (EPS):
Based on the Company's outstanding shares, the potential impact from above
mentioned expenses to the Company's EPS is preliminarily estimated at
approximately NT$0.74, NT$2.53, NT$1.09, and NT$0.35 from 2022 to 2025
respectively. The potential dilution of the Company's EPS is minimal;
therefore, there is no material impact on shareholders' interest.
11.Other matters affecting shareholder's equity:NA
12.Restrictions before employees meet the vesting conditions
once the RSA are received or subscribed for:
(1).During each vesting period, no employees granted RSAs, except for
inheritance, may sell, pledge, transfer, give to another person, creat
any encumbrance on, or otherwise dispose of, any shares under the
unvested RSAs.
(2).The rights to attend, propose, speak, and vote at the shareholders'
meeting shall be entrused to the trust custodian institution for
execution in accordance with the contract.
(3).In addition to the restrictions on trust agreement aforesaid,
employees who are allocated new shares with restricted employee
rights can participate in allotment, dividend distribution and cash
capital increase subscription.
(4).The granted RSAs shall be delivered to the trust immediately once
issued, and no request shall be made for returning the restricted
employee RSAs for any reason until the vested conditions are
fulfilled.
13.Other important terms and conditions (including stock trust
custody, etc.):
Granted RSAs will be deposited in a stock trust custody account.
14.Any other matters that need to be specified:
(1).Regarding the granting of the RSAs, it shall be implemented after more
than two-thirds of the directors attending the board of directors and
more than one-half of the directors present agree and then report to
the competent authority. If any revision or adjustment has to be made
due to any instruction of the competent authority or amendment to the
laws and regulations, the Company authorizes the Chairman to revise
themethod of the granting of the RSAs, and submitting to the Board of
Directors for retification then to publish.
(2).Unless otherwise specified by law, in case of any thing not covered
here will authorize to the Board of Directors or the person authorized
by the Board of Directors to handle all relevant matters regarding the
granting of the RSAs.
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