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Statement
| 1.Date of the board of directors resolution:2022/07/28
2.Issuance period:
Issuance within one year from the arrival date of the notification
of competent authority declaration effective, it may be issued
one time or several times according to actual needs. The actual
date of issue will be approved by the chairman.
3.Eligibility criteria for optionees:
(1) The actual employees who can obtain stock option are limited
to full-time regular employees of the Company and its subsidiaries
at home and abroad
(2)The actual employees who can obtain stock option and the number
of shares they receive will based on the seniority, grade, work
performance, overall contribution, special merits, and will be
handled in accordance with the following procedures:
1.Executive: If the stock option holder is qualified as a company
executive, it must first be submitted to the Compensation and
Remuneration Committee for discussion and then approved by the
Board of Directors.
2.Non-Executive: If the stock option holder is not qualified as
company executive, it must first submitted to the Audit Committee
for discussion and then be approved by the Board of Directors.
(3)The company issues employee stock certificates in accordance with
Article 56-1, Item 1 of the Fundraising Standards, and the accumulates
number of subscribed shares granted to a single employee, plus the
total number of new shares that the employee has accumulatively
obtained from restricted stock awards, shall not exceed three
thousandths of the total number of issued shares, and plus the number
of shares subscribed by a single employee accumulatively issued by
the Company in accordance with Article 56 Paragraph 1 of the Issuing
Standards shall not exceed 1% of the total number of issued shares.
4.Number of total issued units of the employee stock warrants:
The total issuance is 2,412 units. It may be issued one time
or several times according to actual needs. Per unit of stock option
can be exercise for 1,000 shares, and total number of new shares to
be issued due to exercise of options, or the no.of shares for shares
buyback as required by Article 28-2 of the Securities and Exchange Act:
The total number of new common shares to be issued due to the exercise
of stock options is 2,412,000.
5.Number of shares each stock warrant unit may subscribe for:
Per unit of stock option can be exercise for 1,000 shares
6.Total number of new shares to be issued due to exercise of options, or the
no.of shares for shares buyback as required by Article 28-2 of the
Securities and Exchange Act:
The total number of new common shares to be issued due to the exercise
of stock options is 2,412,000
7.Subscription price:
The closing price of the company's common stock is the subscription
price based on the date on which the employee's stock option is issued.
8.Period of subscription rights:
After two years from granted of the stock option till the 10 days prior
maturity, the option can be exercise according to the following schedule.
The duration of this stock option is six years from the date of issue.
The stock option certificate and its rights and interests cannot be
transferred, but the successor is not subject to this limit.
Option granting period Exercisable option ratio
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2 years after grant 50%
3 years after grant 75%
4 years after grant 100%
9.Types of shares which may be subscribed for:
Common stock of the company
10.Handling method for employee resignation/inheritance:
(1)Voluntary resignation or severance
Employee's share option certificate with exercise rights can be exercise
within 3 months from the effective date of resignation / severance.
Employee's share option certificate without exercise right shall be
deemed as abandonment of share option right on the effective date of
resignation / severance.
(2)Leave without pay (LWOP)
For stockholders who have been approved by the company to apply for Leave
without pay (LWOP), the employee's stock option certificate that has
exercised their rights shall be within three month from the date of
retention of leave; the option with no exercise rights shall be restored
to their rights since reinstatement/ removal of work, the exercise period
will postpone based on the leave period, but it is still limited to the
duration of this option.
(3)Retirement
The granted warrant may exercise all the rights of the stock at the time
of retirement. Except that it shall be exercised after 2 years have
elapsed since the expiry of the grant of the warrant, it shall not be
subject to the restriction on the percentage of shares that may be
exercised at the expiration of the relevant time slot in paragraph 2
of this Article. However, the subscription right shall be exercised
within one year from the date of retirement or from the date of grant
of the warrant for 2 years (in the case of a later date.)
(4)Death
Employee's share option certificate with exercise rights can be exercise
within 1 year by the heir. Employee's share option certificate without
exercise right shall be deemed as abandonment of share option right on
the date of death.
(5)Persons with disabilities/ death due to occupational disasters
For those who are unable to continue their employment due to physical
disabilities or death caused by occupational disasters, the employee
stock option certificates they have granted may exercise the right
during the period of the option rights. The granted warrant may
exercise all the rights of the stock at the time of resignation or
death ( by the heir). Except that it shall be exercised after 2
years have elapsed since the expiry of the grant of the warrant,
it shall not be subject to the restriction on the percentage of
shares that may be exercised at the expiration of the relevant
time slot in paragraph 2 of this Article. However, the subscription
right shall be exercised within one year from the date of
resignation/ date of death or from the date of grant of the warrant
for 2 years (in the case of a later date.), but it is still limited
to the duration of this option.
(6)Transfer
The shareholder who transferred to another company, the rights and
obligations of employee stock option certificates are considered as
resignation.
(7) Other termination of employment relationship
In addition to the above reasons, other termination of employment
relationship or adjustment of employment relationship that has not
been agreed upon shall be exercised in accordance with the period
of rights and the time limit for exercising rights stipulated in
Paragraph 2 of this Article, or the chairman of the board of
directors may approve his subscription rights and the time limit
for exercising them, and report to the board of directors for
retroactive approval and approval afterwards.
(8) 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.
11.Other criteria for subscription:
For warrants that are invalid, voluntarily waived by the delegator
or waived in accordance with the preceding paragraph, the Company
will cancel and no longer issue them
12.Method for performance of contract:
The employee's stock option certificate shall be delivered by the
company by issuing new shares.
13.Adjustment of subscription price:
(1)After the issuance of the employee's stock option certificate,
if the company issues cash dividends for ordinary shares(>1.5% per
share), it shall be adjusted according to the following formula on
the base date of the ex-dividend (calculated to the NTD, rounded
down to the following):
Adjusted exercise price = pre-adjusted exercise price × (1 - ratio
of cash dividends paid for common stock to current price per share)
The above setting of the current price per share is based on the
simple arithmetic average of one, three, and five business days before
the announcement date of the cash dividend stop transfer ex-dividend.
(2)After the issuance of this stock option certificate, in addition to
the exchange of common stock of various securities issued by the
company with common stock conversion rights or options or the issuance
of new shares due to employee payment or limited right, when there are
changes in the company's common stock (ie Apply for cash capital
increase (including private placement), surplus capital increase,
capital surplus increase capital, company merger, transfer of shares
of other companies to issue new shares, stock split, and cash capital
increase to participate in the issuance of overseas depository
receipts, etc.), the exercise price is adjusted based on the following
formula and principle (calculated up to the NTD, rounded down to the
following).
Adjusted exercise price = pre-adjusted exercise price × [number of
issued shares + (payment amount per share × number of new shares
issued ÷ current price per share)] ÷ (number of issued shares +
number of new shares issued)
(2.1)Number of issued shares" refers to the total number of issued
shares of common stock (including shares issued and private placement),
minus the number of "unwritten or untransferred treasury shares.
(2.2) If the "Payment Amount per Share" is for free allotment or stock
split, the payment amount will be zero.
(2.3) When merging with other companies or transfers shares of another
company to issue new shares, the capital contribution per share
of new shares will be the average closing price of the common stock
of the company 30 business days prior to the merger base date or
the transfer of other company shares.
(2.4) When the shares of the company are issued by the other company,
the amount of per share paid for the capital increase is the average
closing price of the ordinary shares for 30 consecutive days from the
45th business day before the completion of the transfer of the
transferred shares
(2.5) When the adjusted exercise price is higher than the pre-adjusted
exercise price, no adjustment will be made.
(2.6) The setting of the current price per share is based on the simple
arithmetic average of one, three, and five business days before the
announcement date of the cash dividend stop transfer ex-dividend.
(3)After the issuance of the employee 's stock option certificate,
if the company encounters a decrease in the number of common stock due
to a capital reduction which is not due to the cancellation of treasury
shares, the exercise price is adjusted according to the following formula
on the base date of the capital reduction (calculated to the NTD, divided
into rounding):
Capital reduction to make up losses
Adjusted exercise price = pre-adjusted exercise price × [number of common
stock issued before capital reduction / number of ordinary shares issued
after capital reduction].
Cash capital reduction
Adjusted exercise price = (pre-adjusted exercise price - amount of cash
refunded per share) × [number of common stock issued before capital
reduction / number of ordinary shares issued after capital reduction].
14.Procedures for exercising options:
(1)Except for the period during which the transfer of the shareholder is
suspended according to law and the company's negotiation for the
announcement of the termination of the transfer of non-paid shares, the
announcement of the date of the suspension of the transfer of cash
dividends, the announcement of the date of the cash increase capital
subscription stop transfer from the first fifteen business days to the
base date for rights distribution, or from the base date of the capital
reduction to the day before the start of the trading day of the capital
reduction and renewal of stocks, the exerciser may fill out the exercise
request to the company.
(2) After accepting the share exercising request, the company will notify
the employee to pay to the designated bank within the time limit. Once the
employee has paid, the exercise payment cannot be revoked. Those who fail
to make payment within the time limit shall be deemed to have voluntarily
waived the exercising application.
(3).After the stock agency receives all the documents and confirms that
the stock has been paid, the number of shares exercise for is published in
the company's shareholder register, the newly issued ordinary shares of
the company shall be issued to the company within five business days by
way of the CIRC transfer.
(4)The newly issued ordinary shares of the company may be listed for
trading from the date of delivery to the shareholder.
(5)The company need to register for change with in capital amount at the
end of each quarter once the Company issues new shares in accordance with
these measures and delivers them to the stockholders.
15.Rights and obligations after exercising options:
The common stock delivered by the company have the same rights and
obligations as the common stock of the company.
16.Record date for any additional share exchange, stock swap, or subscription:
N/A
17.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:
The Company's stock option holders shall not be granted employee stock
option certificates until two years after the expiration of the employee
stock option certificates. The stock option holders of the Company can
only exercise their stock options in accordance with the schedule set
forth in the Employee Stock Option Issuance and Stock Option
Regulations after the stock option certificates have been granted
to them for two years. Therefore, it will not cause any material
dilution to the shareholders' equity.
18.Other important terms and conditions:None.
19.Any other matters that need to be specified:
1.(1.1)These measures shall be attended by more than two-thirds of the
directors of the board of directors, and agreed by one-half of the
directors present.
(1.2)Chairman has been authorized to amend these methods in response
to the request of the competent authority during the case review,
but the option shall not be issued until the board of directors
has to approve afterwards.
2.If there are any unresolved matters in these measures, please follow
relevant laws and regulations.
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