1.Date of the board of directors resolution:2024/03/20
2.Issue period:Issued within two years since the date of approval of Board of
Directors; issued at once or in tranches depending on actual requirements.
The Chairman is authorized to determine the actual issue date.
3.Eligibility criteria for optionees:
Restricted to full-time employees of either the Company or any of its
controlling companies or subsidiaries. Eligible employees and the number
of stock options granted will be individually determined by the Chairman
under the allocation standard that consider factors such as position,
compensation, seniority, performance, special expertise, overall
contribution, and other conditions. Considering future operation needs and
business development strategy and policy, the Chairman will make the
proposal pursuant to related regulations at the time of subscription, which
shall then be submitted to the Chairman for approval and reported for the
consent of the Board of Directors.
4.Number of total issued units of the employee stock warrants:3,000,000 units
5.Number of shares each stock warrant unit may subscribe for:Each stock option
unit may subscribe for 1 common share 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:3,000,000 units
7.Subscription price:NTD32.
8.Period of subscription rights:
(1)Duration for these stock options is 10 years. Once the period of
existence expires, any options which have not been exercised shall be
deemed as waived and the optionee may no longer claim his or her right
to subscribe for shares. The stock options may not be transferred,
except by inheritance due to death of the holder.
(2)The stock options and their respective rights may not be transferred,
pledged, assigned as a gift, or otherwise disposed by the optionee.
(3)Optionee may exercise his or her options after 2 years from the grant
date in accordance with the following schedule and proportion:
Ceiling for proportion of stock options exercisable accumulated
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After 2 years 50%
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After 3 years 75%
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After 4 years 100%
(4)In the case of change in managerial control due to event such as merger,
the unvested stock options will be vested immediately and restrictions
regarding the schedule and proportion aforementioned shall not apply.
Optionee can exercise full or part of their stock options within 30 days
from the date of resolution of merger or before the record date of
merger (whichever occurs earlier). Any options which have not been
exercised will be processed pursuant to related contract or plan of
merger.
(5)In the event that the optionee violates his or her employment contract
or work rules, or with extremely low performance, after the stock
options have been granted by the Company, the Company shall have the
right to forfeit and revoke stock options that have not been vested.
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, retirement, severance
package, or discharge):
The vested stock options may be exercised within 24 months from the
date of resignation, subject to the original duration of the stock
options. The unvested stock options shall be deemed as waived upon the
date of resignation.
(2)Leave without pay or parental leave:
Optionee who has been approved by the Company for leave without pay or
parental leave may exercise the vested stock options within 3 months
from the date of leave without pay or parental leave. If not exercised
by then, vested stock options shall be frozen and deferred until
reinstatement. Rights and interests to any unvested stock options shall
be restored until reinstatement. However, the vesting period shall be
deferred retroactively by the same duration as the period of leave
without pay or parental leave, subject to the original duration of the
stock options.
(3)Death:
The vested stock options may be exercised by the heir within 1 year
from the date of death of optionee, subject to the original duration of
the stock options. The unvested stock options shall be deemed as waived
upon the date of death of optionee.
(4)Disability or death caused by work injury:
A. In the event that the optionee becomes physically disabled and fails
to continue his or her employment due to work injury, he or she may
exercise all stock options at the time of resignation. Only that the
stock options could only be exercised after 2 years from the grant
date and should be exercised within 2 years after the date of
resignation or after 2 years from the grant date (whichever occurs
later), subject to the original duration of the stock options.
B. In the event that an optionee dies due to work injury, his or her
heir may exercise all stock options at the time of death of optionee.
Only that the stock options could only be exercised after 2 years
from the grant date and should be exercised within 1 year after the
date of death or after 2 years from the grant date (whichever occurs
later), subject to the original duration of the stock options.
(5)Transfer:
In the event that the Company determined to transfer an optionee to
other affiliate of the Company due to business need, the rights and
obligations of stock options granted shall not be affected by such
transfer.
(6)If an optionee or his or her heir fails to exercise the stock options
within the aforementioned granting period, he or she shall be deemed
to have waived his or her rights for stock options and shall not
request to claim these rights afterward.
(7)If the aforementioned granting period falls on the statutory book
closure period, the vesting period shall be deferred by the same
duration as the period of non-exercisable days.
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, 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, merger, 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)
Before registered for trading of emerging stock, the aforementioned
current price per share shall be the latest audited book value per
share; after registered for trading of emerging stock, the
aforementioned current price per share shall be the simple arithmetic
average of the closing price of 30 business days prior to the
ex-dividend announcement date for the cash dividends; after listing of
securities on the TWSE/TPEx, 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 “Articles of
Incorporation” .
(4)If the adjusted subscription price is lower than par value, the
subscription price shall be par value of common shares.
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. Upon receipt of request
, the execution of stock options shall be effective immediately and
unable for application for revocation.
(2)Upon receipt of request, the Company shall inform the optionee to pay
for shares to the designated bank. 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 agent for stock
affairs of the Company shall register the number of shares exercised by
the optionee in the shareholders’ register. Before the Company becomes
a participant of Centralized Securities Depository Enterprise
(hereinafter referred to as “CSDE”), the Company shall issue the
physical securities to optionee; After the Company becomes a
participant of CSDE, 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 of the Company are available for trading on
TWSE/TPEx, the newly issued common shares will be listed on TWSE/TPEx
and ready for trade upon the date of delivery to the optionee.
(5)The Company shall complete change registration for number of subscribed
shares and capital with the competent authority in which the Company is
registered within fifteen days after the end of each quarter or the
latest meeting of Board of Directors. Only when the change registration
date falls on the ex-rights and ex-dividend announcement date for bonus
shares and cash capital increase, shall the Company adjust the date of
change registration for amount of subscribed shares and capital.
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: NA
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 shall come into effect once approved by a majority
vote in a Board of Directors meeting attended by two-thirds or more of
the directors. The same procedure shall apply for revisions.
(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