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Statement
| 1.Date of the board of directors resolution:2022/03/23
2.Expected issue price:The ordinary stock closing price of 50% on the date
of issue approved by the Board of Directors.
3.Expected total amount (shares) of issuance:4,000,000 shares
4.Vesting conditions:
The issuance of new share to restricted employees complied with the
company's regulations and evaluation standards of employee's performances.
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
In case of those who do not meet the vested conditions, the company will
buy back its shares at the original issued price and do the cancellation.
All other issues shall be processed based on regulations of company.
6.Other issuance criteria:None
7.Qualification criteria for employees:
Full-time employees of the company or the company's controlled or
subordinate company. The subordinate company is recognized in accordance
with the standards of Article 369-2, Article 369-3, Paragraph 2 of Article
369-9 and Article 369-11 of the Company Act.
The actual share number of Restricted Stock Awards of employee will be
determined by chairman and approved by the Board of Directors is subject to
the employee's seniority, grade, performance, contribution, special
achievements and other needs. In addition, any members of management and
Board of Director are also need to get approval from Remuneration Committee.
8.The necessary reason of the current issuance of RSA:
In order to attract, retain, and motivate company's outstanding employees
can continuously to contribute best interest to shareholders and the
company, Restricted Stock Awards is required.
9.Calculated expense amount:
The company shall measure the fair value of share on the date of Issuance,
and accrued related expenses will be recognized in each year during the
vested period. The maximum number of Restricted Stock Awards is proposed in
2022 Annual General Shareholders' Meeting is 4,000,000 shares. The issue
price is 50% of the closing price of the common stock on the issue date as
approved by the Board of Directors.
The total estimated expense amount is approximately NT $104,600 thousands.
(Based on company's closing price of ordinary share NT$52.30 in March 16
2022, estimating to recognize expenses from 2022 to 2026 will be NT$16,344
thousands, NT$39,225 thousands, NT$30,508 thousands, NT$13,947 thousands
and NT$4,576 thousands.
10.Dilution of the Company's earnings per share (EPS):
Based on calculation of current outstanding share number of 178,657,150,
the total Restricted Stock Awards number for restricted employee is
4,000,000 shares, accounting for approximately 2.24% of total outstanding
share.
The estimated expense for the year of 2022 to 2026 of diluted earning per
share is approximately NT$0.09, NT$0.22, NT$0.17, NT$0.08 and NT$0.03.
The dilution is limited and no significant impact on shareholders' equity.
11.Other matters affecting shareholder's equity:None
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)Restricted Stock Awards of restricted employee will be under custody of
Trust. Before meet the requirements of vested conditions, (except of
inheritance), selling, pledging, transferring, gifting, and other kind of
disposition are not allowed.
(2)The voting right of shareholder meeting and the voting right shall under
custody of Trust Institution and all execution must meet relevant laws and
regulations.
(3)The restricted employee's right before meet the vesting conditions still
can participate in dividend distribution, but has no right to join
company's capital increase subscription.
13.Other important terms and conditions (including stock trust custody,
etc.):The Restricted Stock Awards of employees issued by the company shall be
trusted.
14.Any other matters that need to be specified:
In the event of the competent authority's instructions, relevant laws and
regulations' amendment, or revisions or corrections in response to
financial market status, all conditions stipulated by the company for
issuing Restricted Stock Awards for employees will be submitted to the
shareholders' meeting for authorization to the Board of Directors or other
authorized persons for handling.
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