1.Date of the Board of Directors resolution: September 9, 2021
2.Issue period: Pursuant to Article 167-2 of the Company Act, issued at once or in tranches within 2 years from the date of approval of Board of Directors. The Chairman is authorized to determine the actual issue date.
3.Eligibility criteria for optionees:
(1)Restricted to full-time and part-time employees of the Company employed before the record date of subscription eligibility.
(2)The record date of subscription eligibility will be determined by the Chairman. The number of stock options granted for eligible employees will be individually determined by Human Resource department, with consideration given to factors such as seniority, position, performance, past and expected contribution, specific achievement, and potential, which shall then be submitted for Chairman’s approval and reported for the Board’s consent.
4.Number of total issued units of the employee stock options: 2,000 units (Adjustment, originally 1,500 units)
5.Number of shares each stock option unit may subscribe for: Each stock option unit may subscribe for 1,000 common share of the Company
6.Total number of new shares to be issued due to exercise of options, or the numbers of shares for buyback as required by Article 28-2 of the Securities and Exchange Act: 2,000,000 units
7.Subscription price: NT$25 per share
8.Period of subscription rights:
Optionee may exercise his or her options after 1 years from the grant date in accordance with the following schedule and proportion. Only in the event of OTC listing or emerging stock registration that optionee may exercise his or her unexpired options, beyond restriction of following schedule, with consent of the Company. Duration for these stock options is 10 years. The stock options may not be transferred, except by inheritance due to death of the holder.
Ceiling for proportion of stock options exercisable accumulated
After 1 years 25%
After 2 years 50%
After 3 years 75%
After 4 years 100%
9.Types of shares which may be subscribed for: Common shares of the Company.
10.Handling method for employee resignation/inheritance:
(1)Voluntary resignation: The vested stock options may be exercised within 3 months from the date of resignation. The unvested stock options shall be deemed as waived upon the date of resignation.
(2)Discharge: In the event of discharge due to violation of Labor Standards Act, his or her employment contract, or letter of undertaking, the Company shall have the right to forfeit and revoke stock options owned by the optionee. (Including vested stock options)
(3)Retirement: The vested stock options may be exercised within 6 months from the date of retirement. The unvested stock options shall be deemed as waived upon the date of retirement.
(4)Death: The vested stock options may be exercised by the heir within 6 months from the date of death of optionee. The unvested stock options shall be deemed as waived upon the date of death of optionee.
(5)Disability caused by work injury: the vested stock options may be exercised within 6 months from the date of resignation in the event that the optionee becomes physically disabled and fails to continue his or her employment due to work injury. The unvested stock options shall be deemed as waived upon the date of resignation.
11.Other criteria for subscription: the Company shall revoke any stock options on which rights have been waived, and these shall not be issued again.
12.Method for performance of contract: new shares issued by the Company
13.Adjustment of subscription price:
(1)After the stock options are issued, if there is any change to the Company’s number of common shares, including cash capital increase, capital increase by earnings, capital increase by capital surplus, stock split, reverse stock split, other issuance of new shares without consideration (except for the issuance of common shares upon conversion of securities and convertible corporate bonds with conversion rights or exercise rights for common shares), 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 * number 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, 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, purchase price paid shall be adjusted in accordance with regulations related.
D.If the adjusted subscription price is higher than the subscription price prior to adjustment, the subscription price shall not be adjusted.
(2)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):
Adjusted subscription price = Subscription price prior to adjustment × (no. of shares issued before capital reduction ÷ no. of shares issued after capital reduction)
(3)In the event of stock split or reverse stock split after the stock options are issued, the Board of Directors shall adjust the number of shares each stock option may subscribe for in accordance with the proportion of subscription adjustment.
14.Procedures for exercising options:
(1)Except during the statutory book closure period and the period from three business days before the ex-rights and ex-dividend announcement date for bonus shares, cash dividends, or cash capital increase the Company applies with the competent authority for book closure to the record date for distribution of rights and interests, the optionee may exercise stock options in accordance with the regulations by filling a subscription request to apply with the Company.
(2)After receipt of request, the Company shall inform the optionee to pay for shares to the designated bank once the application documents reviewed. Optionee shall not revoke once the payment has been performed. Optionee fails to pay within the designated period shall be deemed to have waived his or her rights for execution of stock options.
(3)Upon confirmation of sufficient payment for shares, the Company shall register the number of shares exercised by the optionee in the shareholders’ register. Before filing for IPO listing, the Company shall issue the new common shares to optionee after finishing change registration for subscribed shares and capital; After filing for IPO listing, the Company shall issue the new common shares to optionee through book-entry transfer within five business days, without printing physical securities.
(4)If the common shares are listed for trading on the stock exchange or over-the-counter securities exchange after the filing for IPO listing, the new common shares issued shall be TPEx-listed and available for trade upon the date of delivery to the optionee.
(5)The Company shall issue the new common shares to optionee pursuant to these registrations after IPO and complete change registration for number of subscribed shares and capital with the competent authority in which the Company is registered at least once each quarter.
15.Rights and obligations after exercising options: The rights and obligations of the common shares delivered in accordance with these 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: N/A
17.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: N/A
18.Other important terms and conditions:
(1)These regulations were approved by the Board of Directors. Revision of regulations due to regulatory changes, requests by the competent authority, or other matters shall be adopted once reported to the Board of Directors for consent.
(2)Any other matters not set forth in these regulations shall be dealt with in accordance with the related laws and regulations.
19.Any other matters that need to be specified: None