1.Date of the board of directors resolution:2026/03/06
2.Issue period:
Within two (2) year of the date on which the Company receives the
notification indicating that the registration filed by the Company has
become effective from the competent authority, the Company may grant the
employee stock options contemplated hereunder (Options) in one or
more tranches depending on the actual needs. The actual date(s) on
which the Options are granted (Grant Date) will be determined by
the chairman (the Chairman) of the board of directors of the
Company (theBoard).
3.Eligibility criteria for optionees:
(1)Optionee is limited to full-time and part-time employees in the
official establishment of the Company and its domestic and foreign
subsidiaries(the so-called subsidiaryrefers to the
interpretation requirements of the Financial Regulatory
Commissions Financial Regulatory Commission's Letter
No. 1070121068 dated December 27, 2018.)
The employees referred to in the regulations include full-time and
part-time employees as defined below:
A.Full-time employees:
Employed for continuous work and receive regular salaries.
B.Non-full-time employees:
A person employed for temporary, short-term, and specific work and
signs a fixed term labor contract or consulting contract.
(2)The allocation criteria for the employees eligible as Optionee and
the quantity of Options to be granted shall take into account the
employees' seniority, job position, performance evaluation, overall
contribution, and special achievements. After being approved by the
chairman or their designated person, it shall be submitted to the
board of directors for approval.Employees who hold managerial
positions or also serve as director of the Company shall first submit
their proposals to the Remuneration Committee for approval before
presenting them to the Board for a resolution;Employees who are not
in managerial positions or do not serve as directors of the Company
shall first seek approval from the Audit Committee before presenting
their proposals to the Board for a resolution.
(3)In accordance with Article 60-9 of the Regulations Governing the
Offering and Issuance of Securities by Securities Issuers and Article
56-1,paragraph 1 of the Criteria Governing the Offering and Issuance
of Securities by Securities Issuers, the cumulative number of shares
subscribable by a single Optionee of the Options, in combination with
the cumulative number of employee new restricted shares obtained by the
single Optionee, shall not exceed 0.3% of the total issued shares of
the Company. And the above in combination with the cumulative number
of shares subscribable by the single Optionee of Options issued by the
Company under Article 56, paragraph 1, shall not exceed 1% of the total
issued shares of the Company. However, with special approval from the
central competent authority of the relevant industry, the total number
of employee stock options 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:
The total number of Options is 5,000,000 units.
5.Number of shares each stock warrant unit may subscribe for:
Each unit of Options entitles the Optionee to subscribe for
1 common share.
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:
The total number of newly issued common shares due to the exercise
of Options shall be 5,000,000 shares.
7.Subscription price:
The subscription price is determined based on the closing price of
the common share on the issuance date, which shall not be lower.
8.Period of subscription rights:
(1)The duration of the Options is four years and it cannot be transferred
,pledged,gifted to others,or disposed of in any other way, except in
the case of inheritance. The Options can be exercised by Optionee
according to the following schedule and proportion, two years after
being granted the Options.
Period of Granting the Options Proportion of Exercisable
Options(Cumulative)
Second anniversary of the Grant Date 50%
Third anniversary of the Grant Date 100%
(2)After the Company grants Options to employees, the Company has the right
to withdraw and cancel the Options for which they have not exercised
their rights in the event of a major violation of the labor contract,
employment contract, or the Company's regulations.
9.Types of shares which may be subscribed for:
Common shares of the Company.
10.Handling method for employee resignation/inheritance:
In the event of resignation or leave without pay or retirement, death,
disability or death caused by occupational disasters, severance or
dismissal and transfer, the warrantee shall be dealt with in the
following ways during the duration of the Options:
(A)Resignation:
Options that have the right to exercise their Options in accordance
with paragraph (2) of this article may exercise their rights within
one month from the date of resignation.Those who fail to exercise
their rights within the aforementioned period shall be deemed to
have waived their rights; All right of unvested Options shall be
deemed to be waived on the date of resignation.
(B)Leave without pay(Not including flexible parental leave):
Options that have the right to exercise the stock subscription can
exercise the right to subscribe within one month from the date of stay
without pay;the Options for which they have not exercised the right may
restore their rights and interests after reinstatement, but the exercise
period of the Options shall be deferred according to the period of leave
without pay, and shall be limited to the duration of the Options
specified in paragraph (2) of this article.
(C)Retirement:
The granted Options can be exercised upon retirement. However,the
exercise of Options shall be carried out within six months from the
retirement date of retirement or the date when the Options have been
held for a period of two years (whichever is later), and not later
than the expiration period of the Options.
(D)Death:
Options with exercisable rights must be exercised by the inheritor
within six months from the date of the death of the Optionee, and no
later than the expiration date of the Options. Options without
exercisable rights will be considered as a waiver of the warrant rights
on the day of death.
(E)Disability or death caused by occupational disaster:
(E.1) For those who are unable to continue their employment due to physical
disability due to occupational disaster,the granted Options can be
exercise in full upon resignation. However, the exercise of such
Options shall take place within six months from the date of resignation
or two years after issuance of the Options (whichever is later),and
must not exceed the validity period of the Options.
(E.2) For those who have died due to occupational accident, the heirs can
exercise all the rights to subscribe for the granted Options at the
time of death. However, the exercise of such Options shall take place
within six months from the date of resignation or two years after
issuance of the Options (whichever is later), and must not exceed
the validity period of the Options.
(F)Severance or dismissal:
The exercisable Options can be exercised within one month from the
effective date of severance or dismissal. However, the exercise of
Option shall not be later than the expiration date of the Options.
Failure to exercise the rights within the aforementioned period will
be considered as a waiver of the Options.Options without the right
to exercise will be deemed to have waived their rights from the
effective date of severance or dismissal.
(G)Transfer:
If Optionee actively applies for a transfer to the subsidiary or
alliliated company of the Company, the handling of its Options shall
be treated in the same way as resignation. If a transfer is required
by the Company, the Optionee who is being transferred to a subsidiary
or an affiliated company of the Company,both domestically and
internationally, as determined chairman or its designated person, shall
not have its rights and obligations granted by the Optionee affected
by the transfer.
(H)If Optionee or its heirs fail to exercise the Options within the
above-mentioned period, it shall be deemed to have waived the right to
subscribe.
(I)Other termination of employment relationship:
In addition to the aforementioned reasons, any termination or adjustment
of the employment relationship not stipulated shall the Optionees
rights in accordance with the specified period and schedule for
exercising the rights as prescribed in paragraph 2 of this article.
(J)For other reasons other than those listed above or when actually
implemented in accordance with the provisions of the preceding
paragraphs,adjustments must be made in accordance with relevant
laws and regulations,the chairman of the Board is authorized to
individually establish or adjust them based on the actual
situation.
(K)The handling method for waiving the rights of Options:
The Company will cancel any Options on which the rights have been
waived, and such Options shall not be issued again.
11.Other criteria for subscription:No.
12.Method for performance of contract:
The Company will issue new shares for the Options.
13.Adjustment of subscription price:
(1)After the Options are granted, except the issuance of shares upon the
conversion of the securities which is convertible to shares or issued
along with shares subscription warrants, or new shares issued for
employees' compensation,if there is any change to the number of the
shares (including the issuance of new shares for cash,capitalization
of retained earnings,capitalization of capital surplus, merger,acceptance
of new shares issued by other companies, share split and the issuance of
new shares for issuing overseas depositary receipts, etc.), the exercise
price of each Option shall be adjusted in accordance with the following
formula (the adjusted exercise price shall be rounded up to the nearest
tenth of one New Taiwan Dollar). If the number of issued common shares
increases due to a change in the denomination of the stock, it shall be
adjusted on the base date of the new share issuance, but if there is an
actual payment operation, the adjustment shall be made on the full payment
date.
Adjusted exercise price = Exercise price prior to adjustment x
[total number of issued shares + (paid purchase price per share x
total number of newly issued shares) market price per share]
(total number of issued shares + total number of newly issued shares)
When the denomination of the stock is changed
Subscription price after adjustment = subscription price before
adjustment (The number of issued shares before the change in the
denomination of the stockThe number of issued shares after the change
in the denomination of the stock)
(1.1)Total number of issued shares refers to total number of common shares
issued (including privately placed shares), excluding the number of
certificates of payment for shares, bond conversion certificates, and
shall be deducted by the number of treasury shares repurchased by the
company but not yet transferred or cancelled.
(1.2)In the event of distribution of free shares or stock splits, the paid
purchase price per share shall be zero.
(1.3)When the company merges with another company, the payment per share for
the new capital increase is the average closing price of the company's
ordinary shares for 30 consecutive business days starting from the 45th
business day before the date of the merger.
(1.4)If the adjusted exercise price is higher than the exercise price prior
to adjustment, the exercise price shall not be adjusted.
(1.5)If the adjusted exercise price is lower than the face value of share,
the exercise price shall be the face value of share.
(1.6)The aforesaid market price per share shall be based on the simple
average closing price of the common shares either on the 1, 3 or 5
business day before the ex-rights date, pricing date, or stock split
date.
(1.7)If it is not the case of share changes listed above, the Board
(chairman) is authorized to decide whether to adjust or not.
(1.8)In the event that the subscription price needs to be adjusted,
it shall be adjusted in accordance with the above formula and
approved by the chairman of the Board. It is not necessary to send
the Board for resolution.
(2)After the Options are granted, the exercise price of each Option shall
be subject to adjustment in accordance with the following formula (the
adjusted exercise price shall be rounded up to the nearest tenth of one
New Taiwan Dollar) in the case of cash dividend distributed:
Adjusted exercise price = Exercise price prior to adjustment x
(1 - cash dividend per share / market price per Share)
(2.1)The aforementioned market price per share shall be based on the simple
average closing price of the common shares either on the 1, 3 or 5
business day immediately prior to the announced book closure and
ex-dividend date for cash dividends.
(2.2) If the cash dividends and stock dividends are issued at the same time
(including capitalization of retained earnings and capitalization of
capital surplus),the exercise price shall be adjusted in accordance
with the cash dividends and then the stock dividends.
(3)After the Options are granted, the exercise price of each Option shall
be subject to adjustment in accordance with the following formula (the
adjusted exercise price shall be rounded up to the nearest tenth of one
New Taiwan Dollar) in case of the Companys capital reduction not
caused by the cancellation of treasure shares of the Company. If the
number of common shares decreases due to a change in the denomination
of the stock, it shall be adjusted on the base date of the new share
issuance.
(3.1)Capital Reduction to Wipe off the Accumulated Losses
Adjusted exercise price = Exercise price prior to adjustment
(total number of issued shares before capital reduction (Note)
total number of issued shares after capital reduction)
(3.2)Cash Capital Reduction
Adjusted exercise price = (Exercise price prior to adjustment x
(1Vthe ratio of the cash amount refunded per share to the
closing price on the last trading day before the exchange of new
shares) (total number of issued shares before capital reduction
total number of issued shares after capital reduction)
(3.3)When the denomination of the stock is changed
Subscription price after adjustment = Subscription price before
adjustment (Number of ordinary shares issued before the
denomination of the stock
(Note) Number of ordinary shares issued after the denomination of
the stock)
Note: The number of issued common shares includes the total number
of issued common shares and private equity shares, and deducts
the number of common shares of treasury shares that the company has
bought back but has not yet been cancelled or transferred.
14.Procedures for exercising options:
(1)In addition to the restrictions imposed by Article 9 on the exercise of
Options and the legal suspension of the transfer period, Optionee
may exercise the rights of Option subscriptions in accordance with this
regulation and fill in the Exercise Request to apply to the Company's
stock agency. The effect of the subscription will be established at the
time of delivery, and no application for cancellation is allowed.
(2)After the Companys stock agency accepts the request for subscription,
it will notify Optionee to pay the shares to the designated bank. If
Optionee fails to pay the shares within the payment deadline, it will
be deemed to have waived the right to subscribe.
(3)Upon confirmation of payments for the exercised Options, the Company
shall instruct the stock agent of the Company to register the number of
shares subscribed by the Optionee and the name of such Optionee in the
shareholders register and shall issue the new shares to such Optionee
through the book-entry system within five business days of the
confirmation of payments.
(4)The above-mentioned ordinary shares can be traded on the OTC (market)
from the day when the new shares are delivered to the subscribers.
(5)The Company shall announce the number of shares issued upon exercise of
Options in each quarter for change of paid-in capital registration at
least once a quarter.
15.Rights and obligations after exercising options:
The rights and obligations applicable to the Shares issued and delivered
by the Company upon exercise of the Options shall be the same as that to
the Shares of the Company. Any tax incurred from the subscription of
Shares under this regulation and the transfer of such Shares by the
Optionees shall be governed by applicable tax regulations prescribed by
the competent authority.
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)The periods specified below, Optionees can not exercise their options.
(1.1)The statutory period for closing the Companys shareholders register
before the annual general meeting.
(1.2)The company's free allotment stop transfer date, cash dividend stop
transfer date, or from the fifteen business days before the transfer
of the cash capital increase subscription ceases and ends on the base
day for the distribution of rights, and the capital reduction base
date for the capital reduction is to be completed on the day before
the start of the trading day of the capital reduction in exchange for
stocks.
(1.3)The period after the Board Deciding the Combination Base Date
of the Current Year until the current year's Combination Base Date;
or the period after the Board deciding the base date of division of
the current year until the base day of the division of the current
year;or the period after the Board Deciding the Base Date for the
Paid Allotment of the Current Year to the date before the base day
of the Paid Allotment for the current year.
(1.4)Other statutory period of cessation of transfer based on facts.
(2)Confidentiality
After Options are granted to Optionees, the Optionees shall abide by
the rules of confidentiality and shall not disclose any and all
information relating to the contents and the number of Options granted
unless otherwise requested by laws and regulations or the competent
authorities. Any breach of the confidentiality obligation by the
Optionees shall be handled in accordance with Article 5.2.2 of this
requlation.
(3)Implementation Regulations
The number of Options granted to individual Optionee, the exercise of
Options, subscription payment, stock exchange and other matters related
to the operation and the time of each such operation will be notified
to Optionee separately by the Company.
(4)Any other matters that need to be specified
(4.1)This regulation shall be adopted after more than two-thirds of the
directors of the Board are present and more than one-half of the
directors present are approved, and shall become effective after
being reported to the competent authority, and the same shall apply
when it is revised before the actual issuance. The Company also
authorizes the chairman of the Board to revise the issuance and share
subscription methods in response to the requirements of the competent
authority during the review of the case,but the issuance can only be
issued after the Board ratifies it.
(4.2)If there are any issues that are not covered by this regulation, it
is understood to be handled in accordance with relevant laws and
regulations or the requirements of the competent authority.
19.Any other matters that need to be specified:No. |