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Statement
| 1.Date of the board of directors resolution:2022/04/18
2.Expected issue price:
Issue at a price not below (inclusive) NT$30 per share. After it is resolved
by the Shareholders' Meeting, the Board of Directors is authorized to
determine the actual issue price on the issue date.
3.Expected total amount (shares) of issuance:
2,000,000 shares in total, with par value of NT$10 per share. The total
amount of issuance is NT$20,000,000.
4.Vesting conditions:
Employees meet the job tenure and performance criteria in comply with
"Issuance Rules of New Restricted Employee Shares," and did not violate
laws and regulations, the Service agreement and Commitment letter of the
Company, work rules, Code of Business Conduct and Ethics, and related rules
and agreements.
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
When employees granted the new restricted employee shares fail to meet
vesting conditions, the Company shall buy back all the shares with issue
price and cancel the shares, unless otherwise provided by "Issuance Rules
of New Restricted Employee Shares."
6.Other issuance criteria:None
7.Qualification criteria for employees:
It is limited to full-time employees, who work officially on the date the
new restricted employee shares are granted, of the Company and controlling
or subordinate company. The employees who are entitled to subscribe and the
number of shares to be granted shall be determined by the Chairman, after
taking into consideration the factors such as seniority, position, work
performance, overall contribution, specific achievements, and other
conditions necessary for management. Then, the decision shall be submitted
to the Board of Directors for approval.
The number of new restricted employee shares a single employee is entitled
to subscribe, plus the number of employee stock warrants such employee is
entitled to subscribe, which issued by the Company in comply with
Paragraph 1, Article 56-1 of Governing regulations, shall not exceed 0.3%
of the total issued shares of the Company. The above, in combination with
the number of employee stock warrants a single employee is entitled to
subscribe, which issued by the Company in comply with Paragraph 1,
Article 56 of Governing regulations, shall not exceed 1% of the total
issued shares of the Company.
8.The necessary reason of the current issuance of RSA:
To attract and retain the professional talents the company requires,
encourage employees and enhance their cohesion, increase the competitiveness
and jointly create the biggest benefit for the company and shareholders.
9.Calculated expense amount:
The proposed number of new restricted employee shares in the 2022
Shareholders' Meeting is 2,000,000 shares. On the assumption that the shares
are fully issued on December 1, 2022 with NT$30 per share as subscription
price, also considering the vesting period of employees, to recognize
related expenses annually during the vesting period. If all employees meet
the vesting conditions, the calculated expense amount is estimated to be
approximately NT$200,900 thousand. (The assumption is calculated basing on
NT$130.5, which is the average closing price of the Company's common shares
from March 3, 2022 to April 15, 2022, 30 business days in total.) According
to the vesting conditions, the estimated expense amounts in 2022-2026 are
NT$6,754 thousand, NT$79,523 thousand, NT$75,257 thousand, NT$27,876 thousand
and NT$11,490 thousand, respectively.
10.Dilution of the Company's earnings per share (EPS):
Based on the Company's total number of shares outstanding 77,455,354 shares
on April 18, 2022, the possible influence to EPS in 2022-2026 caused by the
aforementioned expense amounts are NT$0.09, NT$1.03, NT$0.97, NT$0.36 and
NT$0.15, respectively.
11.Other matters affecting shareholder's equity:
The Company continues its business expansion and develops new items of
recreational sports. Meanwhile, the original venues maintain positive growth.
In future years, the revenues and profits are expected to keep increasing.
The Company needs more talents to meet the foreseeable operational
requirements and market competition. As a whole, there is a limited dilution
of the Company's EPS in the following years, and there is no material impact
on current shareholders' equity.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)Employees must deliver the subscribed new restricted employee shares to a
custodial trust. Before the vesting conditions are fulfilled, employees,
unless inherit, may not sell, pledge, transfer, give away to others,
provide as collaterals, or otherwise dispose.
(2)Rights to vote and elect in the Shareholders' Meeting: The trust
depository institution shall exercise on their behalf in comply with
related laws and regulations.
(3)The new restricted employee shares received by employees in accordance
with these Rules, before the vesting conditions are fulfilled, other
rights, including but not limited to dividends, bonus, distribution right
of capital reserve and subscription right of cash capital increase, etc.,
are the same as those of the Company's common shares outstanding.
13.Other important terms and conditions (including stock trust custody,
etc.):
(1)The new restricted employee shares received by employees in accordance
with these Rules must be delivered to a custodial trust before the vesting
conditions are fulfilled. On their behalf, the Company or the personnel
designated by the Company may sign up the Trust deed with the stock trust
depository institution. Within one month that the vesting conditions are
fulfilled, the vesting part of shares in custodial account shall be
transfered to employees' personal depository account.
(2)Contract signing and Confidentiality
A. After the total issued unit of new restricted employee shares,
subscribed price, principle of allocation, the list of employees
entitled to subscribe, and such matters are confirmed, the handling
unit of the Company will inform the employees to sign up the Grant
agreement, Trust deed and related documents. Employees, who are
entitled to subscribe but not signing up the related documents, will
lost the subscription right.
B. All employees who are entitled to subscribe shall abide by
confidentiality regulations of the Company, and shall not inquiry or
disclose related contents and the number of new restricted employee
shares granted. For any violation, the Company shall punish depands
on the seriousness of such matter.
C. Employees who subscribe the new restricted employee shares under
these Rules, or the holders of its equity derivatives, shall abide by
these Rules, the Grant agreement and related trust matters.
14.Any other matters that need to be specified:
(1)Type of issued shares: The Company's common shares.
(2)Within one year since the date of receipt for notice of the Competent
authority's approval and effectiveness, the new restricted employee shares
shall be issued at once or in tranches depending on actual demands. The
Chairman is authorized to determine the actual issue date.
(3)If any revision or adjustment to the conditions of the new restricted
employee shares has to be made due to the Competent authority's
instruction, amendment to the laws and regulations, financial market
conditions, or other objective circumstances, it is proposed for the
Shareholders' Meeting to authorize the Board of Directors to fully
handle all related issues.
(4)With respect to the new restricted employee shares, the relevant
restrictions, important agreements, and any other matters not set forth
herein shall be dealt with in accordance with the applicable laws and
regulations, and the Company's issuance rules.
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