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Statement
| 1.Date of the board of directors resolution:2022/08/16
2.Issuance 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:
(a)To be limited to formal full-time employees of the Company and full-time
employees of the Company's subsidiaries, which means any company in which
more than 50% of its total number of voting shares are directly or
indirectly held by the Company, recorded on the subscription qualification
record date.The subscription qualification record date is determined by the
Chairman. The Chairman shall propose and submit to the Board of Directors
for the approval of the list of the qualified Employee(s) who is eligible
to be granted with the Option (the "Optionee") and of the number of
Shares which such Optionee may subscribe to, by reference to the following
aspects, including without limitation, his or her working experience,
seniority, position degree, performance, and overall contribution or
special achievement,etc. An employee who is a managerial officer or a
director who has an employee's status shall first submit to the Remuneration
Committee of a Company and then to the Board of Directors to meet the
qualification.
(b))The Company issues employee stock options under"Regulations Governing
the Offering and Issuance of Securities by Securities Issuers"(the
"Regulation") Article 56-1, paragraph 1, the cumulative number of shares
to be subscribed by the Optionee of the employee stock options, in
combination with the cumulative number of new restricted employee shares
obtained by the Optionee, may not exceed 0.3 percent of the issuer's total
issued shares. And the above in combination with the cumulative number of
shares to be subscribed by the Optionee of employee stock options issued by
an issuer under the Regulation Article 56, paragraph 1, may not exceed 1
percent of the issuer's total issued shares. However, with special approval
from thecentral competent authority of the relevant industry, the total
number of employee stock options and new restricted employee shares obtained
by a single employee may be exempted from the above-mentioned restriction.
4.Number of total issued units of the employee stock warrants:
The total number of options to be granted is 4,000,000 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 shares 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 exercise price shall not be lower than the weighted
average trade price for the company's common shares during the period of 30
business days preceding the price determination date, and shall not be lower
than the net value per share in the financial reports audited or reviewed by
a CPA issued for the most recent period. When the date of issuance the
Company is already exchange-listed or OTC-listed, the exercise price shall
not be lower than the closing price of the company stocks as of the issuing
date.
8.Period of subscription rights:
(a)The employee's stock options are valid for 10 years (the "Term"). Upon
and after expiration of the Term, any unexercised subscription right shall
be deemed to have waived. The Optionee shall not claim for exercising such
unexercised right. The options and the rights and interests thereon shall
not be transferred, pledged or donated to other persons or otherwise
disposed of, except by inheritance.
(b)The Options shall become exercisable pursuant to the vesting schedule,
percentage set forth below and other terms and conditions set forth in this
Plan from the secondary anniversary of the date when the option is grant to
such Optionee.
After 2 years (starting from the 3rd year) /50%
After 3 years (starting from the 4th year) /75%
After 4 years (starting from the 5th year) /100%
(c)If the Company has been merged or acquired by Person or Group in a single
transaction or in a series of related transactions and the Person or Group
directly or indirectly acquires more than fifty percent (50%) of the
combined voting power of the Company's shares, the entire Options will be
exercised in advance before the effective date of the Merge& Acquiristion
transaction, which means the options not yet vested are not subject to the
subscription percentage restriction in Article 5, Paragraph 2, Item 2 of the
Plan. The options exercise date shall prior to the effective time of such
Corporate Transaction and the Board of Directors shall determine (or, if the
Board of Directors shall not determine such a date, to the date that is five
(5) days prior to the effective date of the Corporate Transaction).
9.Types of shares which may be subscribed for: Common shares of the Company.
10.Handling method for employee resignation/inheritance:
(a)Job-Leaving (including voluntary resignation, retirement, lay off or
fire for any reason):
For the Options that are already vested on the date of job-leaving, such
Optionee may exercise his or her Options within ninety days of the date of
job-leaving, except the circumstances set forth in Article 8,Paragraph1,
under which the exercise period shall be deferred accordingly. 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.
(b)Death:
If the Optionee dies during the employment period, the vested Options,
subject to the Term, may be exercised by the heir within 18 months
following such Optionee's death.
(c)Disability or Death Resulting from Occupational Suffering:
(i)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 restriction in Article 5, Paragraph 2, Item 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 issuance date of the option, whichever is later,
up to the end of the Term.
(ii)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 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 restriction in Article 5, Paragraph 2,
Item 2 of the Plan. Such options may be exercisable within one year after
the date of death or after the 2nd anniversary of the issuance date of the
option, whichever is later, up to the end of the Term.
(d)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 three months from the date of leave of
absence, except the circumstances set forth in Article 8,Paragraph 1, under
which the exercise period shall be deferred accordingly. 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.
(e)In case that the Optionee or his or her or 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:None.
12.Method for performance of contract:The Company shall issue the new shares
for delivery upon exercise of the option hereunder.
13.Adjustment of subscription price:
(a)After the option have been granted, except for the issuance of various
securities with common shares conversion rights or options issued by the
bonus, Company for common shares or the Company issues new shares for
employees'in case of any change in the amount of the common shares of the
Company (including of the private placement) (i.e., capital increase by
cash, recapitalization of earnings, recapitalization of capital surplus,
merger of the Company, transferred the Company shares issued new shares,
company segmentation, split of stocks, participating in the offering of
global depositary receipt through rights issue), the exercise price shall
be adjusted based on the following formula (to be rounded up to the
nearest NT$ 0.1)
adjusted Exercise Price = Exercise Price before adjustment × [number of
issued and outstanding Shares + (subscription price per new Share × number
of new Shares ) / the current market price per Share ] / ( number of
issued and outstanding Shares + number of new Shares )
Note：
(i)The number of issued and outstanding Shares shall mean the total number
of issued and outstanding common Shares (including private placement
shares), excluding number of Shares of bond conversion entitlement
certificates, deducting treasury stocks which the Company has bought back
but has not transferred or cancelled.
(ii)In the event the new shares are distributed gratis or resulting from
split of stocks, the payment amount per new share is zero.
(iii)The said current market price per Share shall be determined based on
the simple arithmetic average of the common stock closing price of
1-business-day,3-business-day or 5-business-day before the date of
ex-dividend and ex-right, pricing or stock split.
(iv)If the exercise price after adjustment is higher than that before
adjustment, no adjustment shall be made.
(b)After the Options have been granted, the Exercise Price shall be
adjusted based on the following formula (to be rounded up to the nearest
NT$0.1):
adjusted Exercise Price = Exercise Price before adjustment × (1-
distributed cash dividend per Share/ the current market price per Share)
Note:The said current market price shall be determined based on the simple
arithmetic average of the common stock closing price of 1-business-day,
3-business-day or 5-business-day before the date of public announcement of
the book closure period for distribution of such cash dividend.
(c)After the Options have been granted, for any decrease of the number of
the Shares due to the capital reduction from cancellation of Shares (other
than resulting from the cancellation of treasury Shares), the Exercise
Price shall be adjusted based on the following formula (to be rounded up
to the nearest NT$0.1):
Capital reduction from cancellation of shares to make up for losses：
adjusted Exercise Price = Exercise Price before adjustment × (number of
issued and outstanding Shares before capital reduction / number of issued
and outstanding Shares after capital reduction)
Capital reduction from cancellation of shares to cash reduction：
adjusted Exercise Price = (Exercise Price before adjustment-Cash refund
per share) × (number of issued and outstanding Shares before capital
reduction / number of issued and outstanding Shares after capital
reduction)
14.Procedures for exercising options:
(a)Except in the period for book closure required under the law, and from
15 business days prior to the date reporting to the competent authority for
the public announcement of the book closure period for granting dividends
gratis, for distribution of cash dividend, or for rights issue until the
record date for such right, the Optionee may request for exercising the
option in accordance with the Plan, the Optionee shall fill out an exercise
request form and submit such to the Company or the Company's shareholders
agent. After the application is completed and reviewed, the Company's
shareholders agent shall notify the Optionee to make payment for the shares
to the designated. 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.
(b)After receiving the said request and collecting full payment for the
stocks, the Company's shareholders agent shall enter the name of the
holder into shareholder register and deliver the newly issued common shares
within 5 business days in the book-entry form.
(c)The aforesaid common shares may be traded in the emerging stock market
from the date of delivery to Optionee. When the company is already
exchange-listed or OTC-listed, the aforesaid common shares may be traded on
the TWSE or GTSM stock exchange market from the date of delivery to such
Optionee.
(d)The Company will handle the relevant matters such as the registration of
the change in its share capital, etc.
(e)The Company shall announce the number of shares delivered for the
options exercised by the employees within 15 days after the conclusion of
that quarter.
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. The taxes arising from the Shares subscribed by the Optionee
pursuant to this Plan and the transactions thereof shall be dealt with in
accordance with the relevant tax regulations promulgated by the competent
authorities.
16.Record 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:
(a)This Plan shall be approved by a majority of the Directors in a Board
Meeting attended by two-thirds or more of Directors and become effective
after approval by the competent authority. Amendment made before the
issuance shall apply the same rule.If, during the reviewing process,
the competent authority requests to make amendment, in order to strive for
more efficiency, the Company may authorize the Chairman to amend the Stock
Option Issuance and Subscription Plan and submit to the Board of Directors
for ratification afterwards.
(b)Any other matters not set forth herein shall be dealt with in
accordance with the applicable laws, regulations and the Company's
Articles of Association.
(c)The Plan has been written in Chinese. Any translation of this Plan into
a language other than Chinese is for reference only. In the event of
conflict between versions, this Chinese version shall govern.
19.Any other matters that need to be specified:None.
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