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Statement
| 1.Date of the board of directors resolution:2022/08/11
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 demands. The Chairman is authorized to determine
the actual issue date.
3.Eligibility criteria for optionees:
(1) Restricted to full-time employees of the Company, its domestic and
foreign subsidiaries, and investee companies over which the Company
has right of control. The term" controlling and subordinate company"
is recognized in accordance with the standard from
Financial Supervisory Commission (official letter No.1070121068).
(2) The base date of the release date shall be determined by the chairman
authorized by the board of directors. Optionee with the status
of the company's manager or an employee who also serves as a director
of the company should first submit to the Compensation Committee
for approval, and then the board of directors'resolutions,
if they do not have the company's manager or company's
director status, they should first report to the Audit Committee
for approval before submitting to the board of directors' resolution.
(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 seniority, position, work performance
and overall contribution or specific achievements, and then submit
the decision to the Board of Directors 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 new restricted employee
shares 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. In addition, in accordance with
Article 60-9 of the Issuer's Guidelines for Handling Securities
Offering and Issuance, and subject to the approval of the central
target business authority, a single employee may obtain the total
number of employee Options and restricted employee rights of
new shares, which may not be subject to the previous ratio limit.
(5) The Company shall have the right to revoke and cancel any Option
granted hereunder depending on the situation, whether vested
or not, if the Optionee has any violating the employment agreement
or employee handbook of the Company.
4.Number of total issued units of the employee stock warrants:
4,000 units.
5.Number of shares each stock warrant unit may subscribe for:
Each stock warrant unit may subscribe for 1,000 common shares
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 4,000,000 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:
Optionees may exercise their options, respectively, after two years
have elapsed since the granting of the stock warrants.
The Options shall not be assigned except by inheritance.
Duration for these stock warrants is 10 years, and once this period
has elapsed, any options which have not been exercised
shall be cancelled.
Vesting and Exercisable Date Vesting Percentage (Accumulated)
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After 2 years 50%
After 3 years 75%
After 4 years 100%
9.Types of shares which may be subscribed for:
Common shares of the Company.
10.Handling method for employee resignation/inheritance:
(1) Resignation (voluntary resignation and dismissal)
Options that have the right to exercise their subscriptions may
exercise their subscription rights within one month from the date
of resignation. Those who fail to exercise their rights within
the aforementioned period shall be deemed to have waived their
subscription rights; options that do not have the right to
exercise are deemed to have waived the right to subscribe on
the day of resignation.
(2) Leave of absence without Pay.
For the Options already vested to the Optionee who takes leave
of absence without pay under the approval of the Company due to
following reasons, including without limitation, requirement of
the laws and regulations, suffering from a dread disease,
material change of family, study abroad, such Options may be
exercised within one month from the date of leave of absence.
For the Options not yet vested on the date of leave of absence,
subject to the Term, the exercise period set forth herein shall
suspend during the period of leave of absence without pay and
shall be resumed after such Optionee's reinstatement.
(3) Death.
For Options that have the right to exercise the subscription,
the successor shall exercise the subscription within six months
from the date of the death of the subscription holder, those who
fail to exercise their rights within the aforementioned period
shall be deemed to have waived their subscription rights Options
that do not have the right to exercise are deemed to have waived
the right to subscribe on the day of death.
(4) Disability or Death Resulting from Occupational Suffering.
A. For the Options already vested on the job-leaving date of an
Optionee who ceases to be an Employee because of disability as
a result of occupational suffering, such Options, subject
to the Term, may be exercised on the job-leaving date.
In whole or in part, the Options that have not been vested;
provided, the Options shall become exercisable, subject
to the Term, within one month following the date of job-leaving
or the date of 2nd month from the grant date thereof,
whichever is later.
B. For the Options already vested on the date of death of an
Optionee who dies as a result of occupational suffering,
such Options, subject to the Term, may be exercised by the heir
on the date of Optionee's death. In whole or in part,
the Options that have not been vested; provided, the Options
shall become exercisable, subject to the Term, within six months
following the date of the Optionee's death or the date of 2nd
month from the grant date thereof, whichever is later.
(5) Lay off.
For the Options that are already vested on the date of job-leaving,
such Optionee may exercise his or her Options within one month of
the date of job-leaving. For the Options that are not vested on
the date of job-leaving, the right of Optionee to exercise his or
her Options to subscribe the Shares shall be deemed waived on the
date of job-leaving or the chairman may, at his discretion,
propose for the approval of the Board of Directors, to vest,
in whole or in part, and the period to exercise the shares,
the Options that have not been vested.
(6) Transfer.
If the employment relationship of the Optionee has been transferred
to the Subsidiary, the rights and interests of the Options granted
hereunder shall be handled by analogy to the procedure for the
Job-Leaving. However, if the Optionee is transferred based on the
Company's request, he/she may, after obtaining approval from the
chairman, exercise his right to subscribe to the shares according
to the following vesting schedule and subscription percentage set
forth in Article 5, Paragraph 2 herein.
(7) Retirement.
For the Options already vested on the date of retirement,
such Options, subject to the Term, may be exercised on the date of
Optionee's retirement. In whole or in part, the Options that
have not been vested; provided, the Options shall become
exercisable, subject to the Term, within one month following
the date of the Optionee's retirement or the date of 2nd month
from the grant date thereof, whichever is later.
(8) In case that the Optionee or his or her heir fails to exercise
the right to subscribe the Shares within the aforesaid periods,
it shall be deemed as a waiver of the unexercised Options.
11.Other criteria for subscription: No.
12.Method for performance of contract:
The Company shall issue new Shares for the exercise of Options.
13.Adjustment of subscription price:
(1) After the Options are granted, except the issuance of Shares
upon the conversion of the securities which is convertible to
Shares or issued along with Shares subscription warrants,
Restricted Stock Awards or issued as employees bonus,
if there is any change to the number of the Shares
(including Cash Refund、Capital Reduction the issuance of
new shares for cash, capitalization of retained earnings,
capitalization of capital surplus, merger, acceptance of
new shares issued by other companies, share split, private
placement and the issuance of new shares for issuing overseas
depositary receipts, etc.), the exercise price of each Option
shall be adjusted in accordance with the following formula
(the adjusted exercise price shall be rounded up to the
nearest tenth of one New Taiwan Dollar.) and disclose the
related information. It shall be adjusted on the base date
of the new share issuance, but if there is an actual payment
operation, the adjustment shall be made on
the full payment date.
Adjusted exercise price =
Exercise price prior to adjustment x
[total number of issued Shares +
(paid purchase price per Share x
total number of newly issued Shares) ÷
market price per Share] /
(total number of issued Shares +
total number of newly issued Shares)
When the denomination of the stock is changed:
Subscription price after adjustment =
subscription price before adjustment ×
(The number of issued shares before the change
in the denomination of the stock/
The number of issued shares after the change
in the denomination of the stock)
A.The number of issued and outstanding Shares shall mean
the total number of issued and outstanding ordinary
Shares and certificate of payment for shares,
excluding number of Shares of bond conversion
entitlement certificates, certificate of payment for
stock option, and deducting treasury stocks which the
Company has bought back but has not transferred or
cancelled.
B.In the event the new shares are distributed gratis or
resulting from split of stocks, the payment amount
per new share is zero.
C.In the events of companies merging, transferring
shares of other companies or stock split of the
Company, the adjustment approach of the subscription
price would be determined by the merger contract,
the share transfer contract or the split plan and
related laws and regulations.
D.If any adjusted Exercise Price is higher than that
before adjustment, no adjustment shall be made.
E.The market price per Share shall be the simple
arithmetic average of the closing price of the
shares on the first, third or fifth business day
immediately prior to the ex-dividend date,
pricing base date and the date of Stock split.
(2)After the Options are granted, the exercise price of
each Option shall be subject to adjustment in accordance
with the following formula (the adjusted exercise price
shall be rounded up to the nearest tenth of
one New Taiwan Dollar) in case of the Company's
capital reduction not caused by the cancellation of
treasure shares of the Company. If the number of
common shares decreases due to a change in the
denomination of the stock, it shall be adjusted on
the base date of the new share issuance and disclose
the related information.
Capital Reduction to Wipe off the Accumulated Losses：
Adjusted exercise price =
Exercise price prior to adjustment ×
(total number of issued Shares
before capital reduction ÷
total number of issued Shares
after capital reduction)
Cash Capital Reduction：
Adjusted exercise price =
(Exercise price prior to adjustment -
(the cash amount refunded per share) ×
(total number of issued Shares before
capital reduction÷
total number of issued Shares
after capital reduction)
When the denomination of the stock is changed：
Subscription price after adjustment =
Subscription price before adjustment ×
(Number of ordinary shares issued before the
denomination of the stock /
Number of ordinary shares issued
after the denomination of the stock)
(3) After the Options are granted, the exercise price of
each Option shall be subject to adjustment in
accordance with the following formula (the adjusted
exercise price shall be rounded up to the nearest
tenth of one New Taiwan Dollar) in the case of
cash dividend distributed.
Adjusted exercise price =
Exercise price prior to adjustment x
(1 - cash dividend per Share /
market price per Share)
The market price per Share shall be the simple
arithmetic average of the closing price of Shares on
the first, third or fifth business day immediately
prior to the date when the Company announces that the
Company's shareholders' register is closed
as for cash dividends.
(4) If the cash dividends and stock dividends are issued
at the same time, the exercise price shall be adjusted
in accordance with the cash dividends and then the
stock dividends.
(5) 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) In addition to the restrictions imposed by the below
list and the legal suspension of the transfer period,
Optionee may exercise the rights of stock subscriptions
in accordance with these Measures and fill in the
"Exercise Request Form" to apply to the company's
stock agency.
A. The statutory period for closing the Company's
shareholders register before the annual general
meeting.
B. The company's free allotment stop transfer date,
cash dividend stops transfer date, or from the
fifteen business days before the transfer of
the cash capital increase subscription ceases
and ends on the base day for the distribution
of rights.
C. To determine the period from the three business
days before the board of directors on the basis
date of merger, division or base date of allotment
in the current year to the base date of merger,
division or base date of allotment of the
current year.
D. The capital reduction base date for the capital
reduction is to be completed on the day before
the start of the trading day of the capital
reduction in exchange for stocks.
E. Other statutory period of cessation of transfer
based on facts.
(2) After the receipt of the aforesaid exercise notice,
the department in charge of stock options or the
securities agent of the Company shall notify the
Optionee to make payment for the Shares to a
designated bank. Once the payment is made by the
Optionee, the payment shall become irrevocable.
Optionee doesn't make the payment in time,
the options shall become null and void.
(3) Upon confirmation of payments for the exercised
Options, the Company shall instruct the stock
agent of the Company to register the number of
Shares subscribed by the Optionee and the name of
such Optionee in the shareholders register and
shall issue the new Shares to such Optionee
through the book-entry system within five
business days of the confirmation of payments.
(4) The above-mentioned ordinary shares can be traded
on the TPEx (market) from the day when the new
shares are delivered to the subscribers.
(5) Except as otherwise provided under the Applicable
Laws and/or the Articles, the record date for the
application of the issuance of the new Shares shall
be the day approved by the Board of Directors.
The Company will apply to the competent authority
for registering the change in its share capital,
as well as the issuance of the new Shares
accordingly at once or in tranches depending
on actual demands in one year.
(6) The company will exchange the company's ordinary
shares after the necessary procedures such as
complete to the competent authority for
registering the change in its share capital.
15.Rights and obligations after exercising options:
The rights and obligations applicable to the Shares
issued and delivered by the Company upon exercise of
the Options shall be the same as that to the Shares
of the Company. Any tax incurred from the subscription
of Shares under this Plan and the transfer of such
Shares by the Optionees shall be governed by applicable
tax regulations prescribed by the competent authority.
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:
Not applicable.
18.Other important terms and conditions:
(1) After Options are granted to Optionees, the Optionees
shall abide by the rules of confidentiality and shall
not disclose any and all information relating to the
contents and the number of Options granted unless
otherwise requested by laws and regulations or the
competent authorities. Any breach of the confidentiality
obligation by the Optionee shall be revoked unvested
Option granted hereunder.
(2) During the Term, the Option may not be transferred,
pledged, donated or otherwise disposed of,
except by inheritance.
19.Any other matters that need to be specified:
(1) This method shall be adopted after more than two-thirds
of the directors of the board of directors are present
and more than one-half of the directors present are
approved and shall become effective after being reported
to the competent authority, and the same shall apply
when it is revised before the actual issuance.
The company also authorizes the chairman of the board
to revise the issuance and share subscription methods
in response to the requirements of the competent
authority during the review of the case, but the
issuance can only be issued after the board of
directors ratifies it.
(2) If there are any issues that are not covered by this
Plan, it is understood to be handled in accordance
with relevant laws and regulations or the requirements
of the competent authority.
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