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Statement
| 1.Date of the board of directors resolution:2022/03/23
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)Limited to full-time employees of the Company who are in a specific
grade or who have made special contributions to the Company, as well
as domestic and foreign subsidiaries whose shares are held by the
Company directly (indirectly) to invest in businesses that exceed 50%.
The definition of "subsidiary" shall be handled in accordance with the
provisions of Letter No. 1070121068 issued bythe Financial Supervision
and Administration Commission of the Executive Yuan on December 27, 2017.
(2)The actual number of employees granted to the subscriber and the number
of shares (the original company employees will take into account the
performance of the work performance, overall contribution or special
merit, and the new employees will be assessed by the department head for
their future development potential), which will be approved by the
chairman of the board and handled according to the following procedures:
(a)The manager of the Company or an employee who is also a director of the
Company shall first obtain the consent of the Remuneration Committee of
the Company before submitting the resolution of the Board of Directors
of the Company, and the employees of the controlling and subordinate
companies who are both managers of the Company or directors of the
Company shall also follow the foregoing procedures, with the consent of
the Remuneration Committee of the Company and the resolution of the
Board of Directors of the Company.
(b)Employees of the Company, controlling and subordinate companies other
than those referred to in (a). shall first obtain the consent of the
Audit Committee of the Company before submitting the resolution of the
Board of Directors of the Company.
(3)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:1,200 units
5.Number of shares each stock warrant unit may subscribe for:1,000 shares
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 1,200,000
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 two years have
elapsed since the granting of the stock warrants. Duration for these stock
warrants is 6 years. During this period of time, no pledge, transfer, gift
or act of other means shall be allowed, except for the successor.
Grant Period of Stock Warrants Proportion of exercisable options
(Accumulated)
After 2 years 50%
After 3 years 100%
9.Types of shares which may be subscribed for:Common shares of the Company.
10.Handling method for employee resignation/inheritance:
Please refer to the Chinese version of the Material Information on MOPS
for details.
11.Other criteria for subscription:A subscriber or his or her successor who
fails to exercise the option within the said period shall be deemed to have
waived the right to subscribe.
12.Method for performance of contract:The Company shall issue new shares,
which shall be delivered through non-physical book entry.
13.Adjustment of subscription price:Please refer to the Chinese version of the
Material Information on MOPS for details.
14.Procedures for exercising options:
(1)Except for the period of suspension of the transfer of the shares in
accordance with the law and the period from the date of the announcement
of the Company's agreement with the OTC or the TWSE on the announcement
date of the announcement of the cessation of the transfer of the transfer
of the rights without compensation, the date of the announcement of the
announcement of the cessation of the transfer of cash dividends or the
announcement of the cessation of the transfer of the cash capital and
the ex-dividend date, and the period of the period ending on the basis
date of the distribution of rights, during the period of exercise in
accordance with article 6, and fill in the "subscription request form",
apply to the company, and then apply to the company's stock office of
the management department, the subscription shall be effective at the
time of delivery and no application shall be revoked.
(2)After the Company accepts the request for a subscription, it notifies the
subscriber to pay for the shares at a designated bank after the review is
complete, and the subscriber shall not cancel the subscription once the
payment is complete. If the payment is overdue, it is deemed the option
holder has waived his/her right to subscribe for shares.
(3)After confirmation of full payment for the shares, the Company shall
instruct its shareholder services agent to record the number of
subscribed shares on the Company's shareholder list, and then deliver
the newly issued ordinary shares of the Company within 5 business days
by book-entry through the central depository. The shares are officially
listed for trading from the date of delivery to the stock option holder.
(4)Within 15 business days after the end of each quarter, the Company will
apply to the competent authority for registration of the completed
registration of the change in the capital amount of the subscribed
shares.
(5)When subscribing for common shares, if there is less than one share
amount, the Company will pay it in cash.
15.Rights and obligations after exercising options:
The rights and obligations of the newly issued common shares of the Company
due to the delivery of the stock option payment certificate executed by the
employees shall be the same as those of the common stock of the Company.
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)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.
(2)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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