Announcement of amendment of the regulations for issuance and subscription of 2021 employee stock options

1.Date of occurrence of the event: 2021/11/05

2.Date of the original announcement and reporting: 2021/08/06

3.Summary of the content originally announced and reported: The Company originally resolved and announced the regulations for issuance and subscription of 2021 employee stock options on August 6, 2021

4.Reason for change and its main content: As requested by the competent authority, the Company amended Article 7 of the regulations for issuance and subscription of 2021 employee stock options, adjustment of subscription price, and regulations for change in par value were included.
(i)Content prior to amendment
Article 7 Adjustment of subscription price:
(1) After the stock options are issued, except for the issuance of common shares upon conversion of all securities with conversion rights or exercise rights for common shares, shares issued due to restricted stock awards, or new shares issued as employee bonuses, if there is any change to the Company’s number of common shares (private placement included), including cash capital increase, capital increase by earnings, capital increase by capital surplus, company split, stock split, issuance of new shares due to acquisition of shares of another company, participation in overseas depositary receipts through cash capital increase, other issuance of new shares without consideration, etc., the subscription price shall be adjusted in accordance with the following formula (rounded off to the nearest tenth of one New Taiwan Dollar):
Adjusted subscription price = Subscription price prior to adjustment * [no. of shares issued + (purchase price paid per share * no. of new shares issued) ÷ current price per share] ÷ (no. of shares issued + no. of new shares issued)
A. Number of shares issued refers to total number of common shares issued minus the number of treasury shares repurchased by the Company but not transferred or revoked, excluding the shares of Certificate of Payment of Shares for Exercise of Warrant and shares of Certificate of Entitlement to New Shares form Convertible Bond.
B. In the event of issuance of bonus shares or stock split, the purchase price paid per share shall be zero.
C. In the event of merger, issuance of new shares due to acquisition of shares of another company and company split, purchase price paid shall be adjusted in accordance with merger contracts, share transfer contracts, company split plan or other regulations related.
D. If the adjusted subscription price is higher than the subscription price prior to adjustment, the subscription price shall not be adjusted. If the adjusted subscription price is lower than par value, the subscription price shall be par value of common shares.
(2) In the event of cash dividend distribution for common shares after the stock options issued, the subscription price shall be adjusted in accordance with the following formula (rounded off to the nearest tenth of one New Taiwan Dollar):
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 prior to the ex-dividend announcement date for the cash dividends.
(3) In the event of reduction in number of common shares not caused by capital reduction through revocation of treasury shares after the stock options are issued, the subscription price shall be adjusted in accordance with the following formula (rounded off to the nearest tenth of one New Taiwan Dollar):
A. Capital reduction to offset losses
Adjusted subscription price = Subscription price prior to adjustment × (no. of shares issued before capital reduction ÷ no. of shares issued after capital reduction)
B. Capital reduction with cash payment
Adjusted subscription price = (Subscription price prior to adjustment – cash refund per share) × (no. of shares issued before capital reduction ÷ no. of Shares issued after capital reduction)
C. In the event of subscription price adjustment aforementioned after the stock options are issued, the Board of Directors shall adjust reversely the number of shares each stock option may subscribe for in accordance with the proportion of subscription adjustment, subject to the number of stock options available elaborated on the Amendments.
(ii)Content after amendment
Article 7 Adjustment of subscription price:
(1) After the stock options are issued, except for the issuance of common shares upon conversion of all securities with conversion rights or exercise rights for common shares, shares issued due to restricted stock awards, or new shares issued as employee bonuses, if there is any change to the Company’s number of common shares (private placement included), including cash capital increase, capital increase by earnings, capital increase by capital surplus, company split, stock split, issuance of new shares due to acquisition of shares of another company, participation in overseas depositary receipts through cash capital increase, other issuance of new shares without consideration, etc.), the subscription price shall be adjusted in accordance with the following formula (rounded off to the nearest tenth of one New Taiwan Dollar):
Adjusted subscription price = Subscription price prior to adjustment * [no. of shares issued + (purchase price paid per share * no. of new shares issued) ÷ current price per share] ÷ (no. of shares issued + no. of new shares issued)
Change in par value:
Adjusted subscription price = Subscription price prior to adjustment * (no. of shares issued before change in par value ÷ no. of shares issued after change in par value)
A. Number of shares issued refers to total number of common shares issued minus the number of treasury shares repurchased by the Company but not transferred or revoked, excluding the shares of Certificate of Payment of Shares for Exercise of Warrant and shares of Certificate of Entitlement to New Shares form Convertible Bond.
B. In the event of issuance of bonus shares or stock split, the purchase price paid per share shall be zero.
C. In the event of merger, issuance of new shares due to acquisition of shares of another company and company split, purchase price paid shall be adjusted in accordance with merger contracts, share transfer contracts, company split plan or other regulations related.
D. If the adjusted subscription price is higher than the subscription price prior to adjustment, the subscription price shall not be adjusted. If the adjusted subscription price is lower than par value, the subscription price shall be par value of common shares.
(2) In the event of cash dividend distribution for common shares after the stock options issued, the subscription price shall be adjusted in accordance with the following formula (rounded off to the nearest tenth of one New Taiwan Dollar):
Adjusted subscription price = subscription price prior to adjustment * (1 – cash dividends distributed per common share ÷ current price per share)
Change in par value:
Adjusted subscription price = Subscription price prior to adjustment * (no. of shares issued before change in par value ÷ no. of shares issued after change in par value)
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 prior to the ex-dividend announcement date for the cash dividends.
(3) In the event of reduction in number of common shares not caused by capital reduction through revocation of treasury shares after the stock options are issued, the subscription price shall be adjusted in accordance with the following formula (rounded off to the nearest tenth of one New Taiwan Dollar):
A. Capital reduction to offset losses
Adjusted subscription price = Subscription price prior to adjustment × (no. of shares issued before capital reduction ÷ no. of shares issued after capital reduction)
B. Capital reduction with cash payment
Adjusted subscription price = (Subscription price prior to adjustment – cash refund per share) × (no. of shares issued before capital reduction ÷ no. of Shares issued after capital reduction)
C. Change in par value
Adjusted subscription price = Subscription price prior to adjustment * (no. of shares issued before change in par value ÷ no. of shares issued after change in par value)
D. In the event of subscription price adjustment aforementioned after the stock options are issued, the Board of Directors shall adjust reversely the number of shares each stock option may subscribe for in accordance with the proportion of subscription adjustment, subject to the number of stock options available elaborated on the Amendments.

5.Impact on the Company’s finance and business after the change: None

6.Any other matters that need to be specified: None