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Statement
| 1.Date of the board of directors resolution:2022/02/24
2.Expected issue price:
Issue price: The new shares with restricted employee rights are issued for
free.
3.Expected total amount (shares) of issuance:
Issue amounts: 1,100,000 shares
4.Vesting conditions:
Employee is still on-the-job on each vested day, and the company has
determinedthat they have not violated the company's labor contract,
employee code of conduct, trust contract, corporate governance code of
practice, integritymanagement code, work rules, and non-compete. For
matters such as the confidentiality code or the contract agreement with
the company, and to achieve the personal and performance evaluation
indicators set by the companyand the company's operating goals,
the vested ratios on the vested days in each year are as follows:
1. The first year: Those who have obtained 2 units or less will all
vest, and those who have obtained more than 3 (include) units will
vest one-third.
2.The second year: Those who have obtained more than 3 (include) units
will vest one-third.
3. The third year: Those who have obtained more than 3 (include) units
wivest one-third.
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
The company will repurchase from those who do not meet the vesting
conditions at the issue price and cancel those shares. Other Matters
It shall be handled in accordance with the Company's rules for issuance.
6.Other issuance criteria: None.
7.Qualification criteria for employees:
(1)Full-time employees on the RSAs granted date.
(2)List of eligible employees and granted amount will be determined based on
the years of service, job grades, work performance and contribution,
honorable achievements, and other necessary factors. This list will be
proposed by the chairman and sent to the Board of Directors for approval.
However, for employees who are managerial officers or the board members,
the award of such shares is subject to approval from the Compensation
Committee.
(3)The number of RSAs to any employee by the company to limit employee rights
shall be handled in accordance with the regulations on the handling of
securities offerings and issuances.
8.The necessary reason of the current issuance of RSA:
The reason of issue, in order attract and retain the professional talents
needed by the company, and to improve employees' centripetal force and sense
of belonging to the company, and jointly create higher company value and
shareholders' equity.
9.Calculated expense amount:
The amount that may be expensed, the dilution of the earnings per share and
other matters affecting shareholders' equity: If the company's closing price
of shares on February 14, 2022 is estimated at NT$65 , it may be expensed if
all the vested conditions are met. The maximum amount is NT$71,500K;
according to the acquired conditions, the possible annual expenses from
2022 to 2024 are approximately NT$23,400K、NT$23,400K and
NT$24,700K respectively.
10.Dilution of the Company's earnings per share (EPS):
Based on the company's 67,845,363 outstanding shares on February 14, 2022,
the possible reductions to the company's earnings per share from 2022 to 2024
are approximately NT$0.34, 0.34 and 0.36 respectively.
11.Other matters affecting shareholder's equity:
Dilution to the Company's earnings per share is limited, so there is no
significant impact on shareholders' equity.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)RSAs under the custody shall not be sold, pledged, transferred, and gave
as gifts to others or any other means of disposal.
(2)Issuance conditions: According to the implementation rules of each time.
13.Other important terms and conditions (including stock trust custody,
etc.):
The Restricted Stock Awards for employees issued by the Company shall
be trusted.
14.Any other matters that need to be specified:
(1) In the event of the competent authority's instructions, relevant laws
and regulations' amendment, or revisions or corrections in response
to financial market status, all conditions stipulated by the Company
for issuing Restricted Stock Awards for employees will be submitted to
the shareholders' meeting for authorization to the board of directors
or other authorized persons for handling.
(2) Restrictions and relevant agreement or other matters to be specified
about the Restricted Stock Awards for employees issued this time will
be handled in accordance with the relevant laws and regulations and the
issuance rules stipulated by the Company.
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