1.Date of the board of directors resolution:2023/02/24
2.Issue period:
Within two years 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:
(1)Restricted to the employees (include full-time and part-time employees)
of the Company and investee companies over which the Company owns or
controls, directly or indirectly over 50%.
1. Full-time employees: Those who are employed by the Company, perform
the work assigned by the Company, and receive monthly salary.
2. Part-time employees: Those who are employed by the Company on an
hourly basis (i.e., those who do not need to work more than 8 hours
per day) or on a fixed-term contract, and paid monthly.
(2)The Chairman shall consider the factors including but not limited to
work experience, seniority, position, work performance and overall
contribution or specific achievements and propose the Board of Directors
for approval on the list of employees who are entitled to stock option
and the number of stocks allowed for stock option. The number of stocks
allowed for stock options by the employees who are managerial officers
or directors shall be approved by the Remuneration Committee before
being submitted for a resolution by the Board. The number of stocks
allowed for stock options by the employees who are non-managerial
officers or directors shall be approved by the Audit Committee before
being submitted for a resolution by the Board.
(3)The cumulative number of Restricted Stock Awards exercisable by stock
option to a single employee shall not exceed 0.3% of the total issued
shares by the Company according to Paragraph 1, Article 56-1 of the
Criteria Governing the Offering and Issuance of Securities by Securities
Issuers, in combination with the cumulative no. of restricted stock
awards obtained by such employee, shall not exceed 0.3% of the total
issued shares. The above, in combination with the cumulative no. of
shares such employee can subscribe for by exercising the stock option
granted under Paragraph 1, Article 56 of the Criteria Governing the
Offering and Issuance of Securities by Securities Issuers implemented
by Securities Issuers shall not exceed 1% of the total issued shares.
Unless otherwise approved by the central competent authority of the
relevant industry, the total number of employee stock option certificates
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:5,000 units.
5.Number of shares each stock warrant unit may subscribe for:Each stock
option unit may subscribe for 1,000 shares of the Company.
6.Total number of new shares to be issued due to exercise
of options, or the no.of shares for buyback as required
by Article 28-2 of the Securities and Exchange Act:5,000,000 shares.
7.Subscription price:The subscription price shall consist in the closing
price for the Company’s common stock on the day these employee stock option
certificates are issued.
8.Period of subscription rights:
(1)Duration for these stock option certificate is 6 years, and once this
period has elapsed, any options which have not been exercised shall be
cancelled. Upon the expiration date, unexercised options are deemed
forfeited by the employee and the option may no longer claim right to buy
shares.
(2)Employees are entitled to exercise the vested options after 2 years, and
the schedule for exercise of options is as follows:
Grant Period of Stock Options Proportion of exercisable
Certificate options (Accumulated)
------------------------------ --------------------------
After 2 years 20%
After 3 years 40%
After 4 years 60%
After 5 years 100%
(3)The Company shall have the right to forfeit and cancel stock option
certificate for which rights have not been vested or exercised yet in the
event that the employees violates his/her employment contract, service
agreement or work rules after the stock option certificate have been
granted by the Company.
(4)Employees may not transfer, distribute or mortgage their options or its
profits by any methods or similar procedures to the others, except by
death and succession.
9.Types of shares which may be subscribed for:Common shares of the Company.
10.Handling method for employee resignation/inheritance:
(1)Resignation (including voluntary resignation, discharge, dismissal, or
severance package): The stock option certificates exercisable may be
exercised within one month of the date of such occurrence. However, it may
not exceed the duration of the options. All rights for unvested stock
option certificates shall be deemed as waived upon the date of such
occurrence.
(2)Leave without pay: For employees who have been approved by the Company for
a leave without pay, vested options may be exercised within one month of
the starting date of the leave without pay. If not exercised by then,
vested options shall be frozen, and shall be deferred until reinstatement.
Rights and interests to any unvested stock warrants shall be restored upon
reinstatement. However, the vesting period shall be deferred retroactively
by the same duration as the period of the leave without pay, subject at
all times to the original duration of the stock option certificates.
(3)Death: All vested options may be exercised by inheritor within one year of
death of the deceased employee; all un-exercised vested options shall
expire after such one-year period. All unvested stock option shall expire
on the date of the decease of the employee.
(4)Disability or death caused by work injury:
1.Work injury: In the event that an employee who has already been granted
stock option certificates becomes physically disabled and cannot
continue his/her employment due to work injury, he/she may exercise all
vested options at the time of resignation. Other than the requirement
that two years shall have elapsed since the granting of the stock option
certificates in order to have them exercised, restrictions regarding the
schedule in Paragraph 2, Article 5 shall not apply. Such certificates
should be exercised within one year after
the date of employment termination or after two years of granting the
certificates (whichever occurs later).
2.Death caused by work injury:In the event that an employee who has been
granted stock option certificates dies due to work injury, his/her heir
may exercise all such options from the time of his/her death. Other than
the requirement that two years shall have elapsed since the granting of
the stock warrants in order to have them exercised, restrictions
regarding the schedule in Paragraph 2, Article 5 shall not apply. Such
certificates should be exercised within one year after the date of death
or after two years of
granting the certificates (whichever occurs later).
(5)Transfer: Due to business needs, transfer of the optionee to an affiliate
of the Company or other company upon the Company's decision shall not
affect the right of stock subscription according to stock option
certificates granted.
(6)Once the option duration has elapsed, rights for options that have not
been exercised shall be deemed as waived, and employee may no longer claim
rights to exercise their subscription rights.
(7)The Company shall cancel any stock option certificates of which rights
have been waived, and these shall not be issued again.
11.Other criteria for subscription:None
12.Method for performance of contract:New common shares issued by the Company
shall be delivered.
13.Adjustment of subscription price:
(1)After the stock option certificates are issued, except for the issuance of
common shares upon conversion of all securities with conversion rights or
subscription rights for common shares, issuance of restricted stock
awards, or new shares issued as employee compensation, if there is any
change to the Company's no. of common shares (including cash capital
increase, capital increase by earnings, capital increase by capital
surplus, merger or transfer of new shares issued by other companies, stock
divide, participation in overseas depositary receipts through cash capital
increase,etc.), the subscription price shall be adjusted in accordance
with the following formula.
Besides, if there is an increase in the number of issued common shares due
to a change in the par value of the stock, it will be adjusted on the base
date of new share exchange, but if there is an actual payment operation,
it will be adjusted on the full payment date.
Adjusted subscription price =
Subscription price prior to adjustment ×
[number of issued shares + (paid purchase price per share ×
number of newly issued shares) ÷ current price per share] /
(number of issued shares + number of newly issued shares)
Upon change of par value:
Adjusted exercise price =
pre-adjusted exercise price ×
( Number of common shares issued prior to the change of par value/
Number of common shares issued after the change of par value)
1.Number of issued shares refers to total number of issued common shares
excluding the number of shares from ”the certificates of payment for
stock option” and ”the certificate of entitlement to new shares form
convertible bond”.
2.In the event of gratuitous distribution of shares or stock divide, the
paid purchase price per new share shall be zero.
3.In the event of merger, the paid purchase price per share shall be the
average closing price of the common shares of the Company for 30
consecutive business days calculated from the 45th business day prior
to the record date of merger.
4.The adjusted subscription shall be rounded up to the nearest tenth of
one New Taiwan Dollar.
5.If the adjusted subscription price is higher than the subscription price
prior to adjustment, the subscription price shall not be adjusted.
6.If the final adjusted subscription price is lower than the par value of
common shares,issuance shall be based on the par value of common shares.
(2)After the stock option certificates are issued, the subscription price
shall be subject to adjustment in accordance with the following formula in
case that the reduction in no. of common shares is not caused by capital
reduction through cancellation of treasury shares, if the number of
ordinary shares decreases due to a change in the par value of the stock,
it shall be adjusted on the base day for new share exchange.
Capital reduction to offset losses:
Adjusted subscription price = Subscription price prior to adjustment ×
(number of issued shares before capital reduction ÷number of issued
shares after capital reduction)
Capital reduction with cash payment:
Adjusted subscription price = (Subscription price prior to adjustment -
cash refund per share) × (number of issued shares before capital
reduction ÷ number of issued shares after capital reduction)
Upon change of par value:
Adjusted exercise price ＝ pre-adjusted exercise price ×
(Number of common shares issued prior to the change of par value /
Number of common shares issued after the change of par value)
(3)After the stock option certificate are issued, the subscription price
shall be subject to adjustment in accordance with the following formula
for the ex-dividend record date of cash dividends:
Adjusted subscription price = Subscription price prior to adjustment *
(1 - cash dividends distributed per common share ÷ current price per
share).
The aforementioned current price per share shall be the simple arithmetic
average of the closing price of shares either on the first, third or fifth
business day immediately prior to the announced book closure and
ex-dividend date for the cash dividends.
14.Procedures for exercising options:
(1)Except during the statutory book closure period and restriction period,
the employee may exercise options in accordance with the schedule set
forth in Paragraph 2, Article 5 of these terms by filling a subscription
request and applying with the stock transfer agent of the Company.
(2)Upon receipt of the exercise request, the stock transfer agent shall
inform the employee to make payment for shares to the designated bank
within the designated period. Any delayed payment shall be deemed as a
waiver of subscription rights for the said request, and no shares shall
be deemed as subscribed for by this request without payment.
(3)The stock transfer agent of the Company will issue the newly issued common
shares of the Company to such employee through depository book-entry
transfer within five business days upon confirmation of sufficient
payment, and register the shares in the shareholders'roster.
(4)The Company shall report the change in registered amount of subscribed
shares and capital to the competent authority in 15 days after the end of
each quarter.
15.Rights and obligations after exercising options:The rights and obligations
of the common shares delivered according to the regulations shall be the
same as those for the Company's common shares.
16.Reference 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:
(1)After the Company completes the legal issuance procedure, the Company will
notify the employee to sign the ”Recipient Consent” by the Subscription
Rights Management Department. The employee will be granted employee stock
option certificates after the employee completes the signature, and if the
signature is not completed according to the regulations, it shall be
deemed that rights to these options have been waived.
(2)After stock option certificates are granted to employees, employees shall
abide by confidentiality regulations and shall not disclose related
contents or individual equity.
(3)Employees may not transfer, mortgage or donate their options or equity to
others or dispose by any other methods.
(4)The optionee and the holders of equity derivatives who obtain the stock
option through this issuance principle shall comply with the terms and
the requirements on Recipient Consent.
(5)These terms and conditions shall come into effect and be issued once
they're approved by a majority vote in a Board of Directors' meeting
attended by two-thirds or more of the directors, and reported to the
competent authority for approval.
(6)Any matter on which these terms and condition have not specified, it
shall be handled in accordance with applicable laws and regulations.
19.Any other matters that need to be specified:None
The board of directors of the Company approved a resolution on the 1st issue of the employee stock option certificate of 2023.
