Date of announcement  2015/10/26

Time of announcement  18:50:14 
 
Date of events  2015/10/26 

To which item it meets paragraph 11
Statement 

1.Date of the board of directors resolution:2015/10/26
2.Issue period:CDF may, based on its actual needs, grant
options in one or more tranches within one (1) year from
the date of receiving the notice of effective registration
from the Competent Authority.  The actual date of the
grant (“Grant Date”) shall be determined by the Chairman
of the Board (“Chairman”).
3.Conditions of eligibility for subscription rights:
CDF issues employee stock options under  paragraph 1 of
Article 56-1 of ‘Regulations Governing the Offering and
Issuance of Securities by Securities Issuers’, the
cumulative number of shares subscribed by a single optionee
of the employee stock optionee, in combination with the
cumulative number of new restricted employee shares obtained
by the single optionee, may not exceed 0.3 percent of CDF's
total issued shares. And the above in combination with the
cumulative number of shares subscribed by the single optionee
of employee stock options issued by CDF under Article 56 of
‘Regulations Governing the Offering and Issuance of
Securities by Securities Issuers’, paragraph 1, may not
exceed 1 percent of the issuer’s total issued shares. However,
with special approval from Authority, 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 option certificates:
75,000,000 units.
5.Number of shares each unit represents:Each stock option
unit may be converted into one common shares of CDF.
6.Total number of new shares to be issued due to exercise of stock option or
  the number of shares for share buy-back as required by Article 28-2 of the
  Securities and Exchange Act:75,000,000 shares
7.Regulations for setting the terms and conditions for exercising stock
  option (including exercise price, exercise period, class of shares with
  which to exercise stock option, handling process in case of
  inheritance/employee resignation, etc):
(1) Exercise Price: The exercise price shall be the closing
price of CDF's common share as listed on the Taiwan Stock
Exchange on the Grant Date.
(2) Validity Period: The stock options shall be valid for
seven (7) years from the Grant Date. The options and rights
herein may not be transferred, pledged, assigned or otherwise
disposed by the optionee, except by inheritance or the optionee
voluntarily abandon the stock options. If an optionee or his/her
successor is unable to exercise the options within the periods set
forth above, the unexercised options shall expire and become
forfeited. The optionee may exercise stock options beginning two
years after the Grant Date in accordance with the schedule and
percentages listed below (the “Vesting Schedule”)
  Vesting period           Percentage of stock options that
                                    may be exercised
  ----------------------  ----------------------------------------
   Expiration of 2 years                      25%
   Expiration of 3 years                      50%
   Expiration of 4 years                     100%
(3) CDF shall have the right to revoke and cancel all unvested
options or vested but unexercised options in the event that the
optionee breaches his/her employment contracts or CDF's
internal policy.
(4) Type of Shares Underlying the Options: The shares
underlying the options shall be the newly issued common
shares of CDF.(5) If an optionee’s employment with CDF
is terminated for the following reasons, the optionee
may exercise options during the validity period of said
options in accordance with the following provisions.
(A) Voluntary Termination (including voluntary termination
and dismissal based on ‘Labor Standards Act’): Stock
options that are vested and exercisable shall expire
thirty (30) days following the termination date.
In the event that CDF enters a Blackout Period in
statutory book closure periods, the expiration date
of the stock options shall be extended by the same
duration as the Blackout Period. Any options that
are unvested shall be deemed forfeited on the
termination date.
(B) Transfer to Affiliates: In the event an
optionee is transferred to a Subsidiary (Entities
in which CDF owns, directly or indirectly, more than
fifty percent (50%) of shares with voting rights.),
the rights and obligations of the options granted
shall not be affected by such transfer.
(C) Retirement or Severance: In the event an optionee
is retirement or severance, all unvested Options shall
vest at either the date of termination of employment
or two years after the Grant Date, whichever is later.
The options shall expire one year following either the
termination date or the vesting date, whichever is later,
provided that such new expiration date shall be no later
than the original expiration date of the options.
(D) Temporary Leave Without Pay:
a. The vested and exercisable options shall expire
thirty (30) days following the starting date of
temporary leave without pay. In the event that CDF
enters a Blackout Period in contractual or statutory
book closure periods, the expiration date of the stock
options shall be extended by the same duration as the
Blackout Period. Those failing to exercise by the
expiration date shall be suspended from exercising
their options until he/she resumes position.
b. Upon resuming his/her position, the optionee's
rights and interests to any unvested options shall be
resumed. However, the vesting period shall be extended
in accordance with the following and subject at all
times to the original validity period of the options:
  (b-1) In the event an optionee has been on temporary
leave without pay prior to the 2nd anniversary of the
Grant Date: if the aggregate term of temporary leave
without pay during such two-year period exceeds half a
year but not more than one year, the vesting period
shall be extended for one year from the 2nd anniversary
date; if the aggregate term exceeds one year, the
vesting period shall extended for two years from the
2nd anniversary date.
  (b-2) In the event an optionee starts temporary
leave without pay after the 2nd anniversary of the
Grant Date: if the optionee is on temporary leave
without pay for over half a year during the one year
period prior to the expiration date of each Vesting
Schedule, the vesting period shall be extended for
one year from the expiration date of each Vesting
Schedule.
(E) Disability or Death Caused by Work Injury:
a. In the event an optionee is physically disabled
and cannot continue his/her employment due to work
injury, all unvested Options shall vest at either
the date of termination of employment or two years
after the Grant Date, whichever is later. The
options shall expire 1 year following either the
termination date or the vesting date, whichever is
later, provided that such new expiration date shall
be no later than the original expiration date of
the options.
b. In the event of an optionee's death as a result
of a work injury, all unvested options shall vest
on either the date of death or two years after the
Grant Date, whichever is later. The optionee's
successor may exercise all, but not less than all,
of the options upon vesting. All options shall
expire one year following the date of death or the
vesting date, whichever is later, provided that such
new expiration date shall be no later than the
original expiration date of the options.
(F) Death: In the event of an optionee's death,
all unvested options shall vest on either the date
of death or two years after the Grant Date,
whichever is later. The optionee's successor may
exercise all, but not less than all, of the options
upon vesting. All options shall expire one year following
the date of death or the vesting date, whichever is later,
provided that such new expiration date shall be no later than
the original expiration date of the options.
(G) Upon occurrence of the circumstance stipulated in (C),
(E) and (F) of the Option Plan, the expiration date of the
options may be extended to next business day of the
statutory book closure period or other statutory book
closure periods ended.
(H)Upon occurrence of the special circumstances, Non-manager
shall be deliberated by Human Resources Committee and then
approval by the General Manager; Manager shall be approved
by Compensation Committee.
(I) If an optionee or his/her successor is unable to
exercise the options within the periods set forth above,
the unexercised options shall expire and become forfeited.
8.Method for performance of contract:
The shares underlying the options shall be the newly
issued common shares of CDF.
9.Adjustment of exercise price:
(1) After the options are granted, upon the occurrence of
certain events relating to the change in the number of
common shares of CDF (including capital increase by cash,
recapitalization from retained earnings (including Employee
bonus), recapitalization from Capital Reserve, issue of new
shares in connection with the acquisition of shares of
another company, stock split, and participation in the
offering of overseas depositary receipt through capital
increase by cash), the exercise price of each option shall
be subject to adjustment in accordance with the following
formula (to be rounded to the nearest hundredth )
Adjusted exercise price = Exercise price prior to
adjustment *[ total number of outstanding shares + (amount
of cash paid per share * total number of newly issued
shares)/ market price per share ]/ (total number of
outstanding shares + total number of newly issued shares)
(2) After the options are granted, the exercise price of
each option shall be subject to adjustment in accordance
with the following formula (to be rounded to the nearest
hundredth ) upon the occurrence of capital reduction
except where such reduction occurs as a result of treasury
stock cancellation:
Adjusted exercise price = Exercise price prior to
adjustment * (the number of outstanding shares before the
capital reduction / the number of outstanding common
shares after the capital reduction)
(3) After the options are granted, the exercise price of
each option shall be subject to adjustment in accordance
with the following formula (to be rounded to the nearest
hundredth ) in the event of a distribution of cash dividend
for common shares where the amount distributed per share
to the market price of each share exceeds 1.5%:
Adjusted exercise price = Exercise price prior to
adjustment * (1- cash dividend for common shares / market
price per share)
The market price per share shall be the simple arithmetic
average of the closing prices of the common shares for
the one, three or five business days immediately preceding
the announcement date for determination of record date of
shareholders' entitlement to receive cash dividends.
10.Procedures for exercising option:
(1)Except during the period in which the shareholders' book
 is closedin accordance with relevant laws; or the period
from three (3) business days prior to the date of public
announcement to close shareholders' book for stock
dividends, cash dividends, or rights offering filed by the
Company with the Taiwan Stock Exchange Corporation to the
record date; or in accordance with the Plan, an optionee
may exercise options in accordance with the schedule set
forth in the Plan by submitting an “Exercise Notice”
to stock agent the CDF. Exercise of options shall become
effective upon delivery the Exercise. Upon receipt of the
Exercise Notice, CDF will inform the optionee of the amount
of the payment for exercising the options that is to be
deposited in a designated bank. The optionee may not
withdraw such Exercise Notice after payment.
(2)The stock agent of CDF will register the optionee and
his/her shares in the shareholders’ book upon CDF's
confirmation of receipt of the Purchase Price and will
transfer the stock options of CDF to the optionee
through the book-entry system within five  business days
of receipt of CDF's confirmation.
(3)The stock options so issued are tradable on the
Taiwan Stock Exchange upon the date of issuance.
(4)CDF will handle matters related to amendment
registration of capital amount quarterly.
(5)Tax incurred from the subscription of shares and
relevant transactions by the optionee under this Plan
shall be handled pursuant to relevant tax laws and
regulations stipulated by the competent authority.
11.Rights and obligations after exercising options:
The rights and obligations of the stock options
delivered by CDF pursuant to this Plan shall be the
same as that of the common shares of CDF
12.The record date for share conversion, if conversion, exchange, or
   subscription rights are attached: N/A
13.Possible dilution of equity, if conversion, exchange, or subscription
   rights are attached: N/A
14.Other important stipulations:
(1) After the options are granted, upon the occurrence
of certain events relating to the change in the number
of common shares of CDF (including capital increase by
recapitalization from retained earnings,
recapitalization from Capital Reserve), besides the
exercise price of each option shall be subject to
adjustment in accordance with Article 9-1 of the Plan,
CDF may not issue additional options or adjust granted
stock option.
(2) During the reviewing process, if the competent
authority requests to make amendment, the Company may
authorize the Chairman to amend the Stock Option
Issuance and Subscription Plan and submit to the
Board of Directors for ratification afterwards.
15.Any other matters that need to be specified:
The number of common stocks issued by the Company
under the Plan shall around 0.49% of the
outstanding shares, tentatively scheduled at
75,000,000 shares. No significant impact on
CDF's diluted shareholders' equity.