|
Statement
| 1.Date of the board of directors resolution:2022/02/24
2.Expected issue price:To be issued for free to employees
3.Expected total amount (shares) of issuance:
A total of 540,000 common shares
4.Vesting conditions:
1.After new restricted employee shares are distributed to an employee,
the restriction on right of such employee to receive new shares shall be
released according to the following time schedule and percentage of
distributable shares for this time:
The expiry of 1 year after allocated：20%
The expiry of 2 years after allocated：20%
The expiry of 3 years after allocated：60%
2.The employee personal performance target will be set by chairman. To
determine the achievement of the Company's operation objectives, four
indexes (Revenue, Gross Margin, Operating Margin, and Operating Margin (%)
and their respective targets A and B achievement levels are set up in the
table below. The index will be deemed achieved when either target A or B
is achieved. The actual number of vesting shares is determined by
referencing the achievement of the four indexes and will be specified
in the respective agreements of the employees. The number of indexes
meeting the target and the achievement levels shall be determined
based on the consolidated financial statements certified by a certified
public accountant for the most recent fiscal year prior to the end
of each vesting period.
(1)Revenue ($):
Target A:10% or above growth comparing to the previous year
Target B:Growth comparing to the average of previous three years
When achieved target. The percentage that employee can get:25%
(2)Gross Margin (%):
Target A:1% or above growth comparing to the previous year
Target B:Growth comparing to the average of previous three years
When achieved target. The percentage that employee can get:25%
(3)Operating Margin ($) :
Target A:10% or above growth comparing to the previous year
Target B:Growth comparing to the average of previous three years
When achieved target. The percentage that employee can get:25%
(4)Operating Margin (%) :
Target A:1% or above growth comparing to the previous year
Target B:Growth comparing to the average of previous three years
When achieved target. The percentage that employee can get:25%
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
(1)Separation: If an employee is separated, retires or is severed for
a cause,this qualification for receipt of new restricted employee
shares for which the vesting conditions have not been met shall be
forfeited from the effective date of such cause. This Corporation
will redeem without compensation and cancel such shares by law.
(2)General death: If an employee dies due to occupational accident,
his qualification for receipt of new restricted employee shares for
which the vesting conditions have not been met shall be forfeited
from the date of death of such employee. This Corporation will
redeem without compensation and cancel such shares by law.
(3)Disability caused by occupational accident:If an employee becomes
disabled due to occupational accident and therefore cannot continue
his employment and is separated, his vesting conditions for new
restricted employee shares for which the vesting conditions have
not been met shall be deemed met from the effective date of
separation of such employee.
(4)Death caused by occupational accident: If an employee dies due to
occupational accident, his vesting conditions for new restricted
employee shares for which the vesting conditions have not been met
shall be deemed met from the date of death of such employee.
(5)Leave without pay:If an employee is on leave without pay with
special approval of the corporation, the calculation of his
employment time entitling him to receive new restricted employee
shares for which the vesting conditions have not been met shall be
suspended till the date when he resume the office; and the calculation
of employment time for receipt of new shares shall
be deferred accordingly.
(6)After a employee is granted new restricted employee shares, if he
violates labor contract or work rules, this Corporation has the right
to redeem and cancel the new restricted employee shares for which
vesting conditions have not be met.
6.Other issuance criteria:
Employees who have met vesting conditions and therefore are entitled to
receipt of new restricted employee shares or their heirs shall receive
the shares in accordance with these Measures and the trust provision
under Paragraph 1 of Article 6. If due to operational requirements of
this Corporation, an employee or his heir is required to cooperate in
the operation of receipt of shares, such employee or his heir shall
cooperate in the operational procedure for receipt of shares within one
year from the date of notice of receipt given by this Corporation
pursuant to these Measures. If failing to cooperate beyond prescribed
time, such employee or his heir shall be deemed to refuse the receipt;
and this Corporation has the right to redeem without compensation and
cancel his shares.
7.Qualification criteria for employees:
1.Qualifications and conditions for employees: It is limited to full-time
employees who are formally employed by this Corporation. Employees to
whom new restricted employee shares are actually distributed and the
number of new restricted employee shares distributed to them shall be
approved by the chairman by taking into consideration their service
years, position level, work performance, overall contribution or special
merit, and then resolved at a board meeting. However,with respect to
employees who are managers, consent of the salary remuneration committee
shall obtained first.
2.Number of shares distributable to employees: Restriction on number
of shares subscribed by a single warrant holder shall be subject to
Article 60-9 of "Regulations Governing the Offering and Issuance of
Securities by Securities Issuers".
8.The necessary reason of the current issuance of RSA:
To attract and retain professional talents, provide incentive to employees
and enhance employee commitment, so as to jointly create benefit to the
Company and its shareholders.
9.Calculated expense amount:
Based on the closing price of NT$1380 on February 16, 2022 for the common
shares of the Company, the yearly amortization expense for 2022, 2023,
2024 and 2025 is estimated to be NT$124,540,274, NT$322,579,726 ,
NT$198,856,110 and NT$99,223,890 respectively But the actual expense
amount will be re-caculated based on the market price of Giving date
decided by BOD meeting after being approved by annual shareholder's meeting.
10.Dilution of the Company's earnings per share (EPS):
The number of outstanding shares is 87,419,367 shares
(as of February 16,2022),and the estimated restricted employee shares to
be issued constitute 0.62% of the current outstanding shares. If the
Restricted Stock Awards are granted for free,the yearly dilution of the
Company's EPS for 2022, 2023, 2024 and 2025 is approximately NT$1.14,
NT$2.95, NT$1.82 and NT$0.91 respectively
11.Other matters affecting shareholder's equity:
There is no material impact on existing shareholders equity.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
1.All of new restricted employee shares that are distributed to employees
pursuant to these Measures shall, before the vesting conditions have not
been met, be put in trust custody of this Corporation of the institution
designated by this Corporation; and the employees to whom such new shares
are distributed shall cooperate in the process of all procedures and the
execution of relevant documents.
2.Except for those restricted by custody provision under the preceding
paragraph, employees may not sell, mortgage, transfer, give as gift,
pledge,or otherwise dispose of new restricted employee shares distributed
to them pursuant to these Measures for which vesting conditions have not
been met.
3.Shares put in custody of trust institution have no interest in the
exercise of the right to attend, propose, speak and vote at shareholders'
meeting of this Corporation.
4.New restricted employee shares distributed to employees pursuant to
these Measures may participate in the rights to distribution, including
distribution of dividends,interest and capital reserve, and warrant for
shares of capital increase by cash. Other matters not provided herein
shall be same as those of issued common shares of this Corporation.
13.Other important terms and conditions (including stock trust custody,
etc.):shares must immediately be deposited in trust.
14.Any other matters that need to be specified:None
|
