| The Company’s Board of Directors resolved to issue employee stock warrants |
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| 2022-03-10 |
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1.Date of the board of directors resolution:2022/03/10 2.Issue period:Employee stock warrants shall be issued in total or separately within one year after arrival of the notice of effective report sent by the competent authority. The Chairperson of the company is authorized to determine the date of actual issuance. 3.Eligibility criteria for optionees: (1)Only the employees of the company and of such entities controlled by or affiliated with the company domestically or overseas as indicated in letter #1070121068 sent by the Financial Supervisory Commission on Dec. 27, 2018 are eligible. (2)The qualification record date shall be determined by the Chairperson of the company. Which employees are eligible for stock options and the number of shares to be subscribed will be determined based on rank, work performance, overall contribution,special merits, seniority or other factors to be taken into account (3)The company issues employee stock warrants in accordance with Article 56-1 (1). The sum of the shares accumulatively provided to be subscribed by a single eligible employee for stock options and the new shares accumulatively obtained by 4.Number of total issued units of the employee stock warrants:2,000 units 5.Number of shares each stock warrant unit may subscribe for:1,000 shares 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:2,000,000 shares 7.Subscription price:The closing price of ordinary shares of the company on the date of issuance is the exercise price. 8.Period of subscription rights: 1.Eligible employees for stock options may exercise warrant rights pursuant to the following schedule upon completion of 2 years after being given employee stock warrants. Stock warrants shall exist for 5 years. Neither stock warrants nor the interests herein shall be assigned, pledged, given as gifts or otherwise disposed; however, inheritors may receive stock warrants due to inheritance. Upon expiration of stock warrants, the employee stock warrants that are not exercised shall be deemed to have been given up and their holders shall not claim warrant rights. Period after stock warrants Ratio of exercisable are given warrant rights(Accumulated) Completion of 2 years (From the 3rd year) 50 % Completion of 3 years (From the 4th year) 100 % 2.If eligible employees for stock options, after being given employee stock warrants, violate the labor contract or the work rules provided by the company, the company has the right to revoke the stock warrants that they have not had the right to exercise yet and the stock warrants that they have the right to exercise but have not exercised yet. Revoked stock warrants shall be recalled and cancelled. 3.If the company undergoes a merger such that its controlling rights have changed, the provisions of Paragraph (4) herein are not applicable. In this case, the stock warrants that their holders have not had the right to exercise yet shall be executed acceleratively and automatically without being subject to the aforementioned period and ratio. Holders of employee stock warrants shall exercise all or some warrant rights either within 30 days from adoption of the legal merger-involved resolution or prior to the merger record date (whichever is earlier). In case of failure to exercise within or by the aforementioned period, stock warrants shall be dealt with pursuant to the agreed contract or plan relevant to the merger. 9.Types of shares which may be subscribed for: Ordinary shares of the company 10.Handling method for employee resignation/inheritance: 1.Voluntary resignation: For the stock warrants that their holders have the right to exercise, the stock warrant holders shall exercise warrant rights within 30 days from the date of resignation. However, in case transfer is suspended according to applicable laws, the period in which warrant rights are exercisable shall be extended for the period equivalent to the transfer suspension period so as to correspondingly extend the period in which warrant rights exist effectively. The part of stock warrants not exercised by the extended period shall be invalidated. Stock warrants shall be deemed to have been given up upon the date of resignation if their holders have not had the right to exercise. The stock warrants given up accordingly shall not exceed those givenoriginally unless the Chairperson gives approval due to special circumstances. 2.Retirement: For the stock warrants given already,their holders may exercise all warrant rights. The holders are not subject to the limitation of the ratio of exercisable warrant rights pursuant to the schedule provided in Paragraph (2).1 of this article, except that the stock warrants shall still be exercised after 2 years from the date when the stock warrants are given. However, warrant rights shall be exercised within one year from either the date of retirement or the completion of 2 years after the stock warrants are given (whichever is later). In case of failure to exercise within the aforementioned period, warrant rights shall be deemed to have been given up. 3.Natural death: For exercisable stock warrants, inheritors of the stock warrants shall exercise warrant rights within one year after the death of the holders. In case of failure to exercise within the aforementioned period, warrant rights shall be deemed to have been given up. Stock warrants shall be deemed to have been given up upon date of death of their holders if their holders have not had the right to exercise. Those who are entitled to exercise warrant rights due to inheritance by operation of law shall complete statutory, necessary procedures and provide relevant certifying documents, after the occurrence of death, in accordance with the provisions of the Civil Code for inheritance and the provisions of the Regulations Governing the Administration of Shareholder Services of Public Companies for transfer of inheritances, and then are able to apply for the exercising of the subscription rights inherited. However, no application or subscription procedure shall be requested beyond the period in which stock warrants exist effectively. 4.Disability or death caused by an occupational accident: (i)When those who cannot continue to work due to physical disability caused by an occupational accident, they may exercise all warrant rights for the stock warrants that have been given to them. They are not subject to the limitation of ratio of exercisable warrant rights pursuant to the schedule provided in Paragraph (2).1 of this article, except that the stock warrants shall still be exercised after 2 years from the date when the stock warrants are given. However, the warrant rights shall be exercised within one year after either the date of resignation or the completion of 2 years after being given the stock warrants (whichever is later). (ii)Inheritors of those who die as a result of an occupational accident may exercise, upon occurrence of death, all warrant rights for the stock warrants that have been given to the deceased. They are not subject to the limitation of ratio of exercisable warrant rights pursuant to the schedule provided in Paragraph (2).1 of this article, except that the stock warrants shall still be exercised after 2 years from the date when the stock warrants are given. However, the warrant rights shall be exercised within one year after either the date of death or the completion of 2 years after being given the stock warrants (whichever is later). Those who are entitled to exercise warrant rights due to inheritance by operation of law shall complete statutory, necessary procedures and provide relevant certifying documents, after the occurrence of death, in accordance with the provisions of the Civil Code for inheritance and the provisions of the Regulations Governing the Administration of Shareholder Services of Public Companies for transfer of inheritances, and then are able to apply for the exercising of the subscription rights inherited. However, no application or subscription procedure shall be requested beyond the period in which stock warrants exist effectively. 5.Unpaid leave: Employees whose applications for unpaid leave have been approved by the company may exercise, within 30 days after the date of commencement of unpaid leave, the warrant rights for the stock warrants that they have the right to exercise. However, in case transfer is suspended according to applicable laws, the period in which warrant rights are exercisable shall be extended for the period equivalent to the transfer suspension period so as to correspondingly extend the period in which warrant rights exist effectively. In case of failure to exercise within the aforementioned period, the warrant rights shall be frozen and then be recovered upon reinstatement. Interest accumulated for the stock warrants that the employee does not have the right to exercise yet shall be recovered after their reinstatement. However, the period in which warrant rights are exercisable shall be extended for the period equivalent to the period of unpaid leave, but such period shall not be extended beyond the period in which the warrant rights exist effectively. 6.Severance: Stock warrant holders shall exercise, within 30 days after either the severance or the date of effective termination of the labor contract, the warrant rights for the stock warrants that they have the right to exercise. However, in case transfer is suspended according to applicable laws, the period in which warrant rights are exercisable shall be extended for the period equivalent to the transfer suspension period so as to correspondingly extend the period in which warrant rights exist effectively. In case of failure to exercise within the aforementioned period, warrant rights shall be deemed to have been given up. Stock warrants shall be deemed to have been given up upon either the severance or the date of effective termination of the labor contract if the holder does not have the right to exercise yet. The stock warrants given up accordingly shall not exceed those given originally unless the Chairperson approves due to special situations. 7.Transfer: If eligible employees for stock options are transferred to work for any affiliate or any other entity, their stock warrants shall be dealt with as if the stock warrant holders resigned voluntarily. However, when eligible employees for stock options are transferred by the company to, or designated by the company to specifically work for, any enterprise related to the company or any other entity for the need of corporation operation of the company, the eligible employees for stock options shall exercise their warrant rights, which have been given to them, within the timeframe indicated in the schedule provided in Paragraph (2).1 of this article. However, the timeframe shall be still limited to the period in which stock warrants exist effectively. 8.Dismissal pursuant to Article 12 of the Labor Standards Act: Stock warrant holders shall exercise, within 30 days after the dismissal, the warrant rights for the stock warrants that they have the right to exercise. However, in case transfer is suspended according to applicable laws, the period in which warrant rights are exercisable shall be extended for the period equivalent to the transfer suspension period so as to correspondingly extend the period in which warrant rights exist effectively. Any part of the warrant rights not exercised within the aforementioned period shall be invalidated. Warrant rights for stock warrants that the holders have not had the right to exercise shall be deemed to have been given up upon the date of dismissal. 9.Termination of employment for any other reason: If the labor contract between any eligible employee for stock options and the company is terminated or changed due to any reason other than any of the above-listed reasons, then whether the effectiveness of his or her warrant rights are invalidated and the period in which his or her warrant rights are exercisable, etc. shall be determined and approved by the Chairperson. 10.If the eligible employee for stock options or his or her inheritor fails to exercise his or her warrant rights within the aforementioned period, the employee or his or her inheritor shall be deemed to have given up the warrant rights. 11.Other criteria for subscription: The stock warrants for which the warrant rights have been given up will be recalled and cancelled by the company and no further stock warrants will be issued. 12.Method for performance of contract: The company issues and delivers new shares to employees. 13.Adjustment of subscription price: (1)In case of any change in ordinary shares of the company (including cash capital increase through public offering or private placement, earnings transferred to capital increase, split-up of the company, merger, receipt of new shares assigned by other entities, stock split, cash capital increase for participating in the issuance of depository receipts, etc.)after the issuance of stock warrants, the exercise price shall be adjusted pursuant to the following formulae; however, the marketable securities with ordinary share conversion rights or warrant rights that are issued by the company are permitted to be converted to ordinary shares, and new shares can be issued due to remuneration to employees. If the number of the issued shares increases due to the change of par value, an adjustment shall be made on the record date of issuance of, or conversion to, new shares. In case payments for some shares have been made, an adjustment shall be made on the date when payments for all shares have been made in full. (For the adjustment, the amount in NTD shall be rounded to the nearest tenth.) Exercise price after adjustment = Exercise price before adjustment × [Number of issued shares + (Amount paid for each share x Number of new shares issued) / Current price per share] / (Number of issued shares + Number of new shares issued) Upon change of par value: Exercise price after adjustment = Exercise price before adjustment × (Number of ordinary shares issued prior to the change of par value / Number of ordinary shares issued after the change of par value) 1.The “number of issued shares” refers the number of the total ordinary shares already issued, which do not include the shares in warrant right payment certificates or bond conversion entitlement certificates and from which the treasury shares redeemed by the company and have not been assigned or cancelled shall be deducted. 2.In case of bonus shares or stock split, the “amount paid for each share” shall be zero. 3.In case of merger with another entity or receipt of new shares issued and assigned by another entity, the amount paid for each share for capital increase shall be the average closing price of the 30 successive business days from the 45th business day prior to the record date of the merger or share assignment. 4.If the exercise price after adjustment is higher than the exercise price before adjustment, no adjustment shall be made. 5.If the exercise price after adjustment is below the par value of the ordinary share, the exercise price shall be the par value. 6.Current price per share shall be determined based on the simple arithmetic mean of the closing price of ordinary shares for the first one, three or five business days immediately before the ex-rights record date, pricing record date or stock split record date. (2)If the number of ordinary shares decreases, after the issuance of stock warrants, due to any reason other than the cancellation of treasury shares, the exercise price shall be adjusted pursuant to the following formulae. If the number of ordinary shares increases due to the change of par value, an adjustment shall be made on the record date when new shares are issued or converted. (For the adjustment, the amount in NTD shall be rounded to the nearest tenth.) Upon capital reduction for making good of losses: Exercise price after adjustment = Exercise price before adjustment × (Number of ordinary shares issued already before capital reduction / Number of ordinary shares issued already after capital reduction) Upon cash capital reduction: Exercise price after adjustment = (Exercise price before adjustment – Cash returned per share) x (Number of ordinary shares issued already before capital reduction / Number of ordinary shares issued already after capital reduction) Upon change of par value: Exercise price after adjustment = Exercise price before adjustment × (Number of ordinary shares issued already before the change of par value / Number of ordinary shares issued already after the change of par value) (3)If the company distributes cash dividends for ordinary shares after the issuance of stock warrants, the exercise price shall be adjusted pursuant to the following formula. (For the adjustment, the amount in NTD shall be rounded to the nearest tenth.) Exercise price after adjustment = Exercise price before adjustment × (1 – Ratio of cash dividends distributed for ordinary shares to current price per share) The aforementioned current price per share shall be determined based on the simple arithmetic mean of the closing price of ordinary shares for the first one, three or five business days immediately before the ex-dividend date for suspension of transfer. 14.Procedures for exercising options: (1)Eligible employees for stock options may exercise warrant rights pursuant to the schedule provided by these Regulations and apply for subscription of shares by completing and submitting the share subscription request to the shareholder service agent of the company. This may be done anytime except during the period for which transfer is suspended according to applicable laws, the period for which transfer is suspended before the general meeting of shareholders according to applicable regulations provided by the company, the period from 15 business days prior to the date of suspension of bonus share transfer or date of suspension of share transfer for cash capital increase up to the record date of rights distribution, and the period from the record date of capital reduction up to the day immediately before the date of commencement of converting shares for capital reduction. (2)After the shareholder service agent of the company accepts the share subscription request, it will inform and ask the concerned eligible employee for stock options to pay for the shares to the designated bank. As soon as the eligible employee for stock options makes the payment, he or she is not permitted to cancel the payment for the subscription. (3)After the shareholder service agent of the company confirms the payment has been made in full already, it will record the number of the subscribed shares in the shareholder register of the company and deliver the ordinary shares to the shareholder by way of depository book-entry transfer within 5 business days. (4)The ordinary shares for which stock warrants have been performed are listed and traded on the domestic stock exchange (or OTC market) from the date when the ordinary shares are delivered to the eligible employee for stock options. (5)As the company issues and gives new shares to eligible employees for stock options in accordance with these Regulations, the company is required to apply for registration of capital change with the competent authority at least once a quarter. (6)If any of the eligible employees for stock options stated in Paragraphs (1)-(3) above is an employee whose household is registered in Mainland China, the agent or representative of the employee in Taiwan shall deal with the concerned matters on behalf of the employee. 15.Rights and obligations after exercising options: (1)Rights and obligations for the ordinary shares for which the contract has been performed are the same as those for the original ordinary shares of the company (2)When an employee whose household is registered in Mainland China possesses the ordinary shares given by the company in accordance with these Regulations, his or her exercising of any voting right shall not be involved in substantial control over or influence on corporate operations of the company, except as otherwise provided in applicable laws, and his or her agent or representative in Taiwan shall exercise voting rights on his or her behalf at the meeting. 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: Execution of Contract and Non-Disclosure (1)After the company completes the legal issuance procedure, the department in charge will inform and ask eligible employees for stock options to sign the agreement of receipt of employee stock warrants. After an eligible employee for stock options signs the agreement of receipt of employee stock warrants, the eligible employee for stock options shall be deemed to have obtained the right to receive stock warrants. In case of failure to sign the agreement as required, the eligible employee for stock options shall be deemed to have given up the right to receive stock warrants. (2)After being informed and asked to sign the agreement, eligible employees for stock options shall comply with non-disclosure rules and shall not enquire about or disclose the content and quantity of the stock warrants given to other employees or to themselves. In case of violation, the provisions of Paragraph (2).2 of Article V of these Regulations shall apply. 19.Any other matters that need to be specified: (1)These Regulations, and any amendment hereof made before issuance of stock warrants, shall come into effect after being adopted by a majority vote at the board meeting attended by more than two-thirds of all directors. If the Regulations, which are submitted to the competent authority for its review, are required by the competent authority to be amended, then the Chairperson shall be authorized to revise these Regulations. After revision, these Regulations shall be published only after being recognized again at the board meeting. (2)Matters not provided for in these Regulations shall be dealt with in accordance with applicable laws and regulations. |