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Statement
| 1.Date of the board of directors resolution:2022/02/25
2.Issue period:
Within one year since the date of receipt for notice of the competent
authority's apprroval and effectiveness;issued at once or in tranches
depending on actual requirements. The actual issue date is determined
by the chairman authorized by the board of directors.
3.Eligibility criteria for optionees:
Restricted to the full-time employees with specific positions or special
contributions of the company or its domestic and foreign subsidiaries that
are with over 50%(inclusive) shareholding held by the Company directly or
indirectly.
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 but not limited to responsibilities, work performance and overall
cotribution or development potential and other factors, and then submit the
decision to the Board of Directors for approval.
For employees who are directors or managerial officers, approval by the
Remuneration Committee must be obtained first,which shall then be submitted
to the Boards of Directors for approval.
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:4,000 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 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 sotck warrants are issued.
8.Period of subscription rights:
(1)Optionees may exercise their options, respectively,after 2 years have
elapsed since the granting of the stock warrants. The duration of these
stock warrants shall be 5 years. The stock warrants may not be
transferred, pledged ,assigned as a gift, or otherwise disposed by the
optionee, except by inheritance.
Once duration has elapsed,rights for options that have not been exercised
shall be deemd as waived, and optionees may no longer claim right to
exercise their subsciption rights.
Grant period Ceiling for proportion of stock warrants exercisable
(accumulatd)
After 2 years 40%
After 3 years 70%
After 4 years 100%
(2)The Company shall have the right to forfeit and cancel sotck warrants
for which rights have not been vested or exercised yet in the event that
the optionee violates his/her employment contract, service agreement,
work rules or laws 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)Resignation(including voluntary resignation, disability reisgnaion,
leave without pay, severance and expulsion)
The vested stock warrants may be exercised to the exercisable extent
within the one month from the date of resignation. In the event that it
falls within the non-exercisable period stipulated in these regulations,
the exercisable period shall be deferred retroactively by the same
duration as the respective duration period. All rights for unvested stock
warrants shall be deemed as waived upon the date of resignation.
(2)Retirement
For the granted stock warrants, the emoployee can exercise all the rights
to execute the shares upon retirement unless the sotck warrants is
limited to be exercised after two years. Thus, it is not subject to the
limit of the proportion of stock options that can be exercised at the end
of the relevant time period in Article 5, Paragraph 2 of the Plan.
However,the right to subscribe for shares shall be exercisable within one
year from the date of retirement or when two years have passed since the
stock option were granted(mainly based on the later date), but may not
exceed the duration of the stock warrants.
(3)Death
The vested sotck warrants may be exercised by the heir withn one year
from the date of death or before the expiration of the warrants
(whichever is earilier).Unvested stock warrants shall lose validity
from the date of death.
(4)Non-reinstatement or Death from Occupational Hazards:
1.For the options already vested to an employee who cannot continue to
work because of disability as a result of occupational hazard,such
options may be exercisable on the date on which it is confirmed that
the Optionee cannot be reinstated.Except for the restriction that
the subscription right may be exercised after the 2nd anniversary
of the options vested to the employees, the options not yet vested
are not subject to the subscription percentage restricition in
Article 5,Paragraph 2 of the Plan. Such options may be exercisable
within one year after the date on which it is confirmed that the
Optionee cannot be reinstated or after the 2nd anniversary of the
issurance date of the option, whichever is later, up to the end of
the Term.
2.For the options already vested to an employee died as a result of
occupational hazards,such options may be exercisable on the date on
which the heir acquires the right of inheritance.Except for the
restriction that the subscription right may ve exercised after the
2nd anniversary of the options not yet vested are not subject to
the subscription percentage restriction in Article 5,Paragraph 2
of the Plan.Such options may be exercisable within one year after
the date of death or after the 2nd anniversary of the issurance
date of the option, whichever is later, up to the end of the Term.
(5)Leave of Absence without pay:
For the options already vested to those employees taking leave of
absence without pay due to requirement of the laws and regulations,
suffering from a dread disease, great change of family, study abroad,
etc. approved by the Company, such options may be exercisable within
1 month after the date of leave of absence. For the options not yet
vested, calculation of the length of service shall be deferred for the
period of leave of absence without pay, and such optionds may be
exercisable after the reinstatement up to the end of the Term.
(6)Transfer:
Any employee(optionee) of the Company has been transferred to an
affiliate in which the Compandy holds less than 50% voting rights,
such optionee's rights and obligations related to the options shall
be handled by analogy to the procedure for the job-leaving. However,
if the optionee is transferred based on the Compnay's request, he/she
may,after obtaining approval from the Chairman or the authorized
officer,exercise his right to subscribe to the shares according to
the following vesting schedule and subscription percentage set forh
in Article 5, Paragraph 2 herein.
(7)Options not exercised by the Optionee or his/her heir within the
aforesaid period shall become null and void.
11.Other criteria for subscription:
The handling method for stock warrants on which rights have been waived is
that the Company shall cancel any stock warrants on which rights have been
waived, and these shall not be issued again.
12.Method for performance of contract:
New common shares issued by the Company shall be delivered.
13.Adjustment of subscription price:
In case of any change in the amount of the common shares of the Company,
unless the Company issues securities or warrants convertible into common
shares or issues new shares for employees' bonus, the exercise price shall
be adjusted.
14.Procedures for exercising options:
The Optionee shall fill out an exercise request form and submit such to the
Company or the Company's securities agent.
15.Rights and obligations after exercising options:
The rights and obligations of the subscribed common shares are the same as
the Company's original common shares.
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:None.
19.Any other matters that need to be specified:None.
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