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Statement
| 1.Resolution date of the board of directors:2022/03/22
2.Expected issue price:
Grants will be made free of charge.
3.Expected total amount (shares) of issuance:
850,000 common shares, each with a par value of NT$10.
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:
Employee must remain employed by the Company on the last date of
each vesting period. During the vesting period, the employee may not
breach any agreement with the company or violate the Company's
employment agreement, service agreement, trust agreement,
company governance best practice principles, ethical corporate
management best practice principles, work rules, non-compete
and non-disclosure agreement of the Company, or any agreement
with the Company. Certain employee performance metrics
and the Company's business performance metrics are to be met
in the Employee Restricted Stock Awards Rules.
Condition A: Shares for employees on the job for the whole
calendar year will be granted 100% at the end of the year.
Condition B: Shares for employees on-board in the year will be
granted 100% when being on the job for 1 year.
5.Measures to be taken when employees fail to meet the vesting
conditions or in the event of inheritance:
Where an executive fails to meet the vesting conditions,
the Company will reclaim the granted RSAs and cancel the same
at no extra cost to the Company; for exceptional events,
including but not limited to inheritance, the Company will take
measures as set forth in the Employee Restricted Stock Awards Rules.
6.Other issuance criteria:
As set forth in the Employee Restricted Stock Awards Rules.
7.Qualification criteria for employees:
Only the Company's and controlling and subordinate company's
regular employees who are already employed on the date that RSAs
are granted.
The term" controlling and subordinate company" is recognized in
accordance with the standard from Financial Supervisory Commission
(official letter No.1070121068).
8.The reason the current issuance of RSA is necessary:
To attract and retain talents and to encourage employees who
contribute to the company's major operation goals.
9.Calculated expense amount:
The total expenses are preliminarily estimated at approximately
NT$88.205 million based on EirGenix 's outstanding shares of
302,349,000 shares and 850,000 shares to be granted as RSAs,
the average closing price of NT$103.77 per share in February 2022,
and the calculation by the valuation model.
The expenses are preliminarily estimated at approximately
NT$66.413 million and NT$21.792 million from 2022 to 2023,
respectively.
Actual expenses will be calculated by the fair value
on the given date and after recognizing related expenses
in installments during the vested period.
10.Dilution of the Company's earnings per share (EPS):
For the Company issuing RSAs, representing 0.28% of an
aggregate number of all shares issued, the potential impact
from the above-mentioned expenses to the Company's EPS
is preliminarily estimated at approximately NT$0.219 and
NT$0.072 from 2022 to 2023, respectively.
11.Other matters affecting shareholder's equity:
There is no material impact on shareholders' equity.
12.Restrictions before employees meet the vesting conditions
once the RSA are received or subscribed for:
A.During the vesting period, the employee may not sell,
pledge, transfer, give to another person,
create any encumbrance on, or otherwise dispose of RSAs.
B.Voting rights in Shareholders' Meeting:
The same as common stock.
C.Dividend: The same as common stock.
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:
If any revision or adjustment has to be made due to any
instruction of the competent authority or amendment to the
laws and regulations, then it is proposed that the
Annual Shareholders' Meeting authorize 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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