|Material Information (8299 Phison)|
|SEQ_NO||2||Date of announcement||2021/09/22||Time of announcement||15:28:57|
The Board of Directors resolved to issue Employee Stock Option
|Date of events||2021/09/22||To which item it meets||paragraph 11|
1.Date of the board of directors resolution:2021/09/22 2.Issue period: Within one (1) 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 options contemplated hereunder (Options) in one or more tranches depending on the actual needs. The actual date(s) that the Options are granted (Grant Date) will be determined by the chairman (the Chairman) of the board of directors of the Company (the Board). 3.Eligibility criteria for optionees: (1) Optionee is limited to full-time regular employees in the establishment of Phison and its domestic and foreign subsidiaries (the so-called subsidiary refers to the interpretation requirements of the Financial Regulatory Commissions Financial Regulatory Commissions Letter No. 1070121068 dated December 27, 2018.) (2) The Chairman and General manager shall determine the employees who are entitled to the Options and the number of Options to be granted to him/her after taking into consideration factors including but not limited to work experience, seniority, grade, job performance and overall contribution or special achievements of the employees, and then submit his determination to the Board for approval. Optionee with the status of the companys manager should first submit to the Compensation Committee for approval, and then the board of directors resolutions; if they do not have the companys manager status, they should first report to the Audit Committee for approval before submitting to the board of directors resolution. (3) The accumulative number of shares an Optionee can subscribe for by exercising the Options granted to him/her under Article 56-1, paragraph 1 of the Criteria Governing the Offering and Issuance of Securities by Securities Issuers, in combination with the accumulative number of employee restricted shares obtained by such Optionee, shall not exceed 0.3% of the total issued shares of the Company. And the above in combination with the accumulative number of shares such Optionee can subscribe for by exercising the Options granted under Article 56, paragraph 1, shall not exceed 1% of the total issued shares of the Company. In addition, in accordance with Article 60-9 of the Issuers Guidelines for Handling Securities Offering and Issuance, and subject to the approval of the central target business authority, a single employee may obtain the total number of employee Options and restricted employee rights of new shares, which may not be subject to the previous ratio limit. 4.Number of total issued units of the employee stock warrants:The total number of Options is 6,000,000 units. 5.Number of shares each stock warrant unit may subscribe for:Each Option entitles the Optionee to 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:The total number of new Shares to be issued for the exercise of Options shall be 6,000,000 shares. 7.Subscription price:The exercise price of the Options shall be the closing price of the Shares on the Grant Date. 8.Period of subscription rights: (1) The Options will expire at the end of the 2nd years from the Grant Date and shall not be assigned, pledged, given to others as a present or disposed in other way except by inheritance. Any Option not exercised during the 4 year period shall become void upon expiration, and in such case, the Optionee shall be deemed to have waived his/her Options. Vesting and Exercisable Date Vesting Percentage (Accumulated) 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 management rules. 9.Types of shares which may be subscribed for:Common shares of the Company. 10.Handling method for employee resignation/inheritance: (1) Resignation (voluntary resignation and stay without pay) or dismissal in accordance with the relevant provisions of the Labor Standards Law: Options that have the right to exercise their subscriptions in accordance with paragraph (2) of this article may exercise their subscription 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 subscription rights; options that do not have the right to exercise are deemed to have waived the right to subscribe on the day of resignation. For those who have stayed without pay, the 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 share options shall be deferred according to the period of stay without pay, and shall be limited to the duration of the Options specified in paragraph (2) of this article. (2) Retirement The granted Options can exercise all the rights to subscribe when they retire. However, the subscription rights should be exercised within six months from the date of retirement or two years after the expiration of the options granted (whichever is the later date). (3) Death For Options that have the right to exercise the subscription, the successor shall exercise the subscription within six months from the date of the death of the subscription holder, and shall not be subject to the restrictions on the percentage of subscriptions that can be exercised upon expiry of the relevant time schedule in paragraph (2) of this Article. Options that do not have the right to exercise are deemed to have waived the right to subscribe on the day of death. (4) Disability or death caused by occupational disasters (4.1) For those who are unable to continue their employment due to physical disability due to occupational disasters, the options that have been granted can exercise all the rights to subscribe when they resign. However, the subscription rights should be exercised within six months from the date of resignation or two years from the expiry date of the grant of Options (whichever is later). (4.2) For those who have died due to occupational disasters, the heirs can exercise all the rights to subscribe for the granted Options at the time of death. However, the subscription rights shall be exercised within six months from the date of death or two years from the expiration date of the Option Certificate granted (whichever is the later date). (5) Dismissal and dismissal Options that have the right to exercise the stock subscriptions in accordance with paragraph (2) of this article can exercise their subscription rights within one month from the effective date or the date of dismissal (but shall not exceed the duration of this warrant). Those who exercise their rights during the period shall be deemed to have waived their rights to subscribe. Options that do not have the right to exercise are deemed to have waived the right to subscribe from the effective date of self-financing or the date of dismissal. (6) Transfer If Optionee is voluntarily transferred to a subsidiary or affiliated company of the company, its Options shall be handled in the same way as a retired person. For those who are transferred in response to the request of the company, the chairman of the board of directors or their authorized supervisors may separately verify their subscription rights and the time limit for exercise, and the duration of the options specified in paragraph (2) of this article shall be the limit. (7) If Optionee or its heirs fail to exercise the stock options within the above-mentioned period, it shall be deemed to have waived the right to subscribe. (8) Other termination of employment relationship: In addition to the above reasons, for other unapproved termination of employment relationship or adjustment of employment relationship, the right to subscribe shall be exercised in accordance with the rights period and the time schedule for rights exercise specified in paragraph 2 of this article. (9) 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 make individual adjustments or adjustments based on actual conditions. (10) Options for waiving the right to subscribe For the options that waived the right to subscribe, the company will withdraw, cancel, and no longer issue. 11.Other criteria for subscription:No. 12.Method for performance of contract:The Company shall issue new Shares for the exercise of 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 issued as employees bonus, 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): 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) (1.1) Total number of issued Shares refers to total number of issued Shares minus the number of treasury shares repurchased by the Company but not 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 market price per Share shall be the simple arithmetic average of the closing price of Shares on the first, third or fifth business day immediately prior to the date when the Company announces that the Company's shareholders register is closed as for cash dividends. (1.7) If it is not the case of share changes listed above, the board of directors (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 market price per Share shall be the simple arithmetic average of the closing price of Shares on the first, third or fifth business day immediately prior to the date when the Company announces that the Company's shareholders register is closed as 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: (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 adjustmentVcash refund per share) (total number of issued Shares before capital reduction (Note) / total number of issued Shares after capital reduction) 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 stock options and the legal suspension of the transfer period, Optionee may exercise the rights of stock subscriptions in accordance with these Measures 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 shallinstruct 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 Plan 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:Not applicable. 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 of Directors Deciding the Combination Base Date of the Current Year until the current year's Combination Base Date; or the period after the Board of Directors 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 of Directors 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 Plan. (3) Implementing 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) This method shall be adopted after more than two-thirds of the directors of the board of directors 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 of directors ratifies it. (5) If there are any issues that are not covered by this Plan, 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.