|
Statement
| 1.Date of the board of directors resolution:2022/07/27
2.Issue period:
Within two year(according to the notice from financial Supervisory Commission
2022.05.18 No. 1110381867)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:
It is limited to the full-time full-time employees who are on duty on the
stock subscription qualification base date, and the chairman is authorized
to decide on the stock subscription qualification base date.
The employees who are awarded with stock options and the no. of such options
awarded will be determined by the President, with consideration given to
factors such as seniority, position, performance, overall contribution,
specific achievements, and other conditions necessary for management.
For employees who hold management positions, these shall first be reported
to the Remuneration Committee, and upon approval, submitted to the Board of
Directors for resolution as general employees. Non-manager employees should
be reported to the Audit Committee for consideration.
Pursuant to Article 60 of Regulation 56 1 of the Regulations Governing the
Offering and Issuance of Securities by Securities Issuers shall apply mutatis
mutandis, the cumulative no. of shares a single employee can subscribe for by
exercising the options granted to him/her, 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 combi nation with the
cumulative no. of shares a single optionee can subscribe for by exercising
the stock warrants granted under Paragraph 1, Article 56 of the Regulations
Governing the Offering and Issuance of Securities by Securities Issuers,
shall not exceed 1% of the total issued shares.
4.Number of total issued units of the employee stock warrants:2,000,000 units
5.Number of shares each stock warrant unit may subscribe for:
Each stock warrant unit may subscribe for 1 common share 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 2,000,000 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:
1.Optionees may exercise their options, respectively, after two years have
elapsed since the granting of the stock warrants. The duration of these
stock warrants shall be four years. The stock warrants may not be
transferred, pledged, assigned as a gift, or otherwise disposed by the
optionee, except by inheritance. And once this period has elapsed, any
options which have not been exercised shall be cancelled.
2.Grant Period of Stock Warrants/Proportion of exercisable options
(Accumulated)
After 2 years /40%
After 3 years /100%
3.The Company shall have the right to forfeit and
cancel stock warrants for which rights have not
been vested or exercised yet in the event that the
optionee violates his/her employment contract,
service agreement or work rules after the stock
warrants have been granted by the Company.
9.Types of shares which may be subscribed for:
Common shares of the Company.
10.Handling method for employee resignation/inheritance:
1.Voluntary resignation, discharge:
For a warrant that has exercised rights, its exercise rights will be
lost on the effective date of the resignation of the warrantee; warrants
that have not exercised rights will become invalid from the date of
resignation.
2.Retirement:
Warrants with exercisable rights can be exercised within one month from
the date of retirement; warrants with unexercised rights become invalid
from the date of retirement.
3.Leave Without Pay:
Any stock option holder who has been approved by the company to apply
for suspension without pay, has a certificate of stock option to exercise
his rights, and can exercise his stock subscription rights within one
month from the starting date of suspension without pay. The right to
exercise the stock option will be resumed on the day of reinstatement;
for the stock option certificate without the right to exercise, the right
will be resumed from the day of reinstatement, but still limited to the
duration of this stock option certificate.
4.Death:
When an employee loses his/her life after having been granted stock
options, the heir of such optionee may exercise the options within 1 year.
Unexercised share warrants shall become invalid on the date of death.
5.Disability or Death Caused by Work Injury：
(1) For persons who are unable to continue their employment due to
physical disabilities due to occupational accidents, the stock option
certificate that has been granted shall be valid for two years from
the date of resignation or from the expiry of the grant of the stock
option certificate (whichever is shorter). Whichever is later) shall
be exercised within one year, and shall not be subject to the
restriction on the exercisable share subscription ratio upon
expiration of the relevant time schedule in Paragraph 2 of this
Article.
(2) In the event of death due to occupational accident, the granted stock
option certificate shall be exercised by the heir within one year
from the date of death of the stock option holder or the expiration
of two years from the expiration of the granted stock option
certificate (whichever is later), and is not subject to the
restriction on the exercisable share subscription ratio at the
expiration of the relevant time schedule in Paragraph 2 of this
Article.
6.Dismissal/severance:
(1) Dismissal or dismissal in accordance with Article 12 of the Labor
Standards Act: The warrants for which the rights have been exercised
and those that have not been exercised shall become invalid from the
effective date of termination of the labor contract. (2) Those who are
not laid off in accordance with Article 12 of the Labor Standards Act:
The share option certificate with the exercise right can be exercised
within one month from the effective date of the termination of the
labor contract; the share option certificate without the exercise
right, It will expire from the effective date of termination of the
labor contract.
7.Transfer:
If a subscriber is transferred to a related enterprise or other company,
his stock warrant certificate should be handled in the same way as a
resigned employee. However, for those who are mobilized at the request of
the company, the chairman of the board may, within the timetable for
exercising the rights, examine and approve the rights and exercise time
limit.
8.Other termination of employment relationship: In addition to the above
reasons, for other unscheduled termination of employment relationship or
adjustment of employment relationship, the chairman of the board shall
check and approve the stock subscription rights and exercise time limit,
and then report to the board of directors for ratification.
9.If the stock option holder or his successor fails to exercise the stock
option within the above-mentioned period, it shall be deemed to have
waived the stock option right.
11.Other criteria for subscription:None.
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:
(I) After the stock warrants are issued, except for the issuance of
common shares upon conversion of all securities with conversion rights
or subscription rights for common shares, or new shares issued as
employee bonuses, if there is any change to the Company's no. of
common shares (includingcash capital increase, capital increase by
earnings, capital increase by capital surplus, merger or transfer of
new shares issued by other companies, stock divide, participation in
overseas depositary receipts through cash capital increase, etc.), the
subscription price shall be adjusted in accordance with the following
formula (rounded up to the nearest tenth of one New Taiwan Dollar):
Adjusted subscription price = Subscription price prior to adjustment *
[no. of issued shares + (paid purchase price per share * no. of newly
issued shares) ÷ current price per share] / (no. of issued shares + no.
of newly issued shares)
1.If it is a stock split, it will be the split base date; if it is a
merger or transfer of capital increase, it will be adjusted on the
merger or transfer base date; The ex-rights base date shall be adjusted
on the date of full payment of shares; if it is a cash capital increase
handled by private placement, it shall be adjusted on the delivery date
of the private placement securities.
2.No. of issued shares refers to total no. of issued common shares minus
the no.of treasury shares repurchased by the Company.
3.In the event of gratuitous distribution of shares or stock divide, the
paid purchase price per share shall be zero.
4.In the event of merger or issuance of new shares for transfer of shares
from other company, the paid purchase price per share shall be the
average closing price of the common shares of the Company 30 consecutive
business days starting from the forty-fifth business day before the base
date.
5.The current price per share shall be the simple arithmetic average of the
closing price of shares either on the first, third or fifth business day
immediately prior to the announced book closure and ex dividend date for
the cash dividends.
6.If the adjusted subscription price is higher than the subscription price
prior to adjust ment, the subscription price shall not be adjusted.
(II)After th e stock warrants are issued, the subscription price shall be
subject to adjustment in accordance with the following formula in case
that the reduction in no. of common shares is not caused by capital
reduction through cancellation of treasury shares (the a djusted
subscription shall be rounded down to the nearest tenth of one New
Taiwan Dollar):
1.Capital reduction to offset losses: Adjusted subscription price =
Subscription price prior to adjustment × (no. of issued shares before
capital reduction ÷ no.of issued shares after capital reduction)
2.Capital reduction with cash payment:Adjusted subscription price =
(Subscription price prior to adjustment cash refund per share) ×
(no. of issued shares before capital reduction ÷ no. of issued Shares
after capital reduction)
(III)After the stock wa rrants are issued, the subscription price shall be
subject to adjustment in accordance with the following formula in the
case of cash dividend distribution for common shares, where the ratio of
monetary value per share to current price per share exceeds 1. 5%
(the adjusted subscription price shall be rounded down to the nearest
tenth of one New Taiwan Dollar):Adjusted subscription price
= Subscription price prior to adjustment * (1 cash dividends distributed
per common share ÷ current price per share)
1.The aforementioned current price per share shall be the simple arithmetic
average of the closing price of shares either on the first, third or
fifth business day immediately prior to the announced book closure and
ex dividend date for the cash dividends.
2.In the event that the subscription price needs to be adjusted, the
management department will adjust it according to the above formula,
and it will be approved by the chairman, and there is no need to send it
to the board of directors for resolution.
3.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:
(I) Except for the periods specified below, optionees
may exercise their options within the scope stipulated in Paragrp ah (2),
Article 5 of these regulations by applying with the Company.
1.The statutory book closure period before the shareholders meeting of the
current year.
2.The period from three business days prior to the date when the Company
applies with TWSE for the book closure date for gratuitous distribution
of stock dividends, book closure date for cash dividends, or
subscription book closure date for cash capital increase, up until the
record date for distribution of rights and interests.
3.The period from the record date of capital reduction to the day
immediately prior to the trading day after replacement of shares and
capital reduction.
(II) Upon receipt of the exercise request, the Company shall inform the
optionee to make payment for shares to the designated bank within the
designated period. Any delayed payment shall be deemed as a waiver of
subscription rights for the said request,and no share s shall be deemed as
subscribed for by this request without payment. The optionee shall once
again file a request. Once the optionee has performed payment,
subscription payment cannot be revoked.
(III) Upon confirmation of sufficient payment for shares, the Comp any
shall instruct the stock transfer agent of the Company to register the
no. of shares subscribed for by the employee and his/her name in the
shareholders' roster, and shall issue the new shares to such optionee
through depository book entry transfer wit hin five business days.
The aforementioned common shares shall be TWSE listed and ready for trade
upon the date of delivery to the optionee.
(IV) The Company shall announce the no. of shares issued upon exercise of
employee stock warrants for the previ ous quarter within fifteen days of
the end of a quarter, and complete amendment registration for amount of
subscribed shares and capital with the competent authority in which the
Company is registered.
15.Rights and obligations after exercising options:
The rights and obligations of the common shares delivered according to
these regulations shall be the same as those for the Company's common
shares. The taxes for shares subscribed for by the optionee according to
these regulations and from their trading shall be governed by related tax
regulations of 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:N/A
18.Other important terms and conditions:
(I) Confidentiality regulations: After stock warrants are granted to
optionees, optionees shall abide by confidentiality regulations and shall
not disclose related contents and the no. of stock warrants granted unless
otherwise requested by law or the competent authority. If there is any
violation, the company has the right to withdraw and cancel the share
warrant certificate that it has not yet exercised.
(II) 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.
(III) 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.
|
