Date of announcement 2024/05/20
Time of announcement 16:57:06
Date of events 2024/05/20
To which item it meets paragraph 11
 
1.Date of the board of directors resolution:2024/05/20
2.Issuance period:The Company may grant the Employee Stock Options in one or
more tranches, subject to actual needs, on or before December 31, 2024. The
actual dates of grant (the “date of issuance”) will be determined by the
Chairperson of the Board of Directors.
3.Eligibility criteria for optionees:(1) Each optionee shall be a full-time
senior executive of either the Company or any of its subsidiaries, in which
the Company's shareholding with voting rights, directly or indirectly, is
more than fifty percent, who are in office on the day when the Board of
Directors of the Company reviews and determines the granting of the Employee
Stock Options. (2) Whether an individual is entitled to receive the Employee
Stock Options, and the number of Employee Stock Options to be granted, shall
be reviewed and determined based on distribution standards or principles
taking into consideration factors as relates, including but not limited to,
individual performance, performance conditions, overall contribution, and/or
other management considerations, subject to discussion by the Compensation
Committee and approval by the Company’s Board of Directors. (3) The
cumulative number of shares subscribable by any optionee of the Employee
Stock Options granted under Article 56-1, paragraph 1 of the Regulations
Governing the Offering and Issuance of Securities by Securities Issuers, in
combination with the cumulative number of new restricted employee shares
obtained by the optionee, shall not exceed point three percent of the total
issued shares of the Company. And the above in combination with the
cumulative number of shares subscribable by the optionee of Employee Stock
Options issued by the Company under Article 56, paragraph 1 of the
Regulations Governing the Offering and Issuance of Securities by Securities
Issuers, shall not exceed one percent 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:
100,000,000 units
5.Number of shares each stock warrant unit may subscribe for:one 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 shares buyback as required by Article 28-2 of the
Securities and Exchange Act:100,000,000 shares
7.Subscription price:The exercise price for the Employee Stock Options shall
be the greater of either NT$20 or the closing price of the Company's common
shares on the date of issuance.
8.Period of subscription rights:The Employee Stock Options will be existent
from the date of issuance to December 31, 2029. The Employee Stock Options
shall not be transferred, pledged, given to others, or disposed of in any
other way during the existent period (the “duration”), except by
inheritance or if the optionee voluntarily forfeits his/ her rights to the
options. After the expiry of the duration, the unexercised options shall be
deemed to be waived and the optionee shall not assert their rights to the
options. Except for revocation or cancellation of all or part of the options
in accordance with the provisions of the Plan, the options may be
exercisable in accordance with the following vesting schedule and
accumulated exercisable percentage: (1) Starting from April 26, 2027 (the
“vesting commencement date”), up to 60% of the Employee Stock Options
granted to the optionee are vested and exercisable. (2) Starting from April
26, 2028, up to 80% of the Employee Stock Options granted to the optionee
are vested and exercisable. (3) Starting from April 26, 2029, up to 100% of
the Employee Stock Options granted to the optionee are vested and
exercisable.
9.Types of shares which may be subscribed for:The common shares to be newly
issued by the Company
10.Handling method for employee resignation/inheritance:
(1) Resignation (including voluntary employment termination, severance, or
termination of appointment)
A. If the effective date of resignation is after the vesting commencement
date: The Employee Stock Options vested in accordance with the schedule set
forth in “Exercise Period” above could be exercised within thirty days from
the employment termination date. Unvested Employee Stock Options shall be
deemed forfeited on the effective date of resignation.
B. If the effective date of resignation is on or before the vesting
commencement date: The Employee Stock Options calculated in accordance with
the following formula (rounded to the nearest unit) are exercisable within
thirty days from the vesting commencement date:
Units of vested and exercisable Employee Stock Options = (the Employee Stock
Options granted to the optionee / 5) × (Years of employment since April 26,
2024) (For the avoidance of doubt, the calculation of Years of employment
shall be rounded down to the integer multiple of one year, and any period
less than a year will be disregarded)
If the exercise of the Employee Stock Options is not allowed during an
agreed-upon non-exercisable period, or when the shareholders’ book is closed
in accordance with laws, the execution period can be postponed, subject to
the duration limit of the Employee Stock Options.
(2) Transfer to affiliates
In case the optionee is transferred to an affiliate, in which the Company's
shareholding with voting rights, directly or indirectly, is more than fifty
percent, according to the personnel transfer regulations, the rights and
obligations of the Employee Stock Options granted shall not be affected by
such transfer.
(3) Retirement
At the time of retirement, all the Employee Stock Options that have been
granted are exercisable, and are not subject to the restriction on the
accumulated exercisable percentage and vesting schedule set forth in
“Exercise Period” above. Nevertheless, the optionee shall exercise all
Employee Stock Options within one year, subject to the duration limit of the
Employee Stock Options, from the later of: (i) the date of retirement; or,
(ii) the vesting commencement date.
(4) Temporarily on Leave Without Pay
A. The vested Employee Stock Options shall be exercised within thirty days
from the effective date of the temporary leave. If the exercise of the
option is not allowed during an agreed-upon non-exercisable period, or when
the shareholders’ book is closed in accordance with laws, the exercisable
period can be deferred; otherwise, the right to exercise options shall be
frozen and deferred until the optionee's reinstatement, subject to the
duration limit of the Employee Stock Options.
B. For unvested Employee Stock Options, the accumulation of years of
employment with respect to the vesting schedule set forth in “Exercise
Period” above shall suspend during the optionee’s temporary leave and
shall resume upon the optionee's reinstatement subject to the duration limit
of the Employee Stock Options.
(5) Death or Disability Caused by Work Injury
A.Regardless of the vesting schedule set forth in “Exercise Period” above,
all Employee Stock Options granted are exercisable upon the departure of the
optionee from the Company due to any disability caused by work injury.
Nevertheless, the optionee shall exercise the Employee Stock Options within
one year, subject to the duration limit of the Employee Stock Options, from
the later of: (i) the date of departure; or, (ii) the vesting commencement
date.
B.Regardless of the vesting schedule set forth in “Exercise Period” above,
all Employee Stock Options granted are exercisable by the optionee's
inheritor upon the death of the optionee, which is caused by work injury.
Nevertheless, the inheritor shall exercise the Employee Stock Options within
one year, subject to the duration limit of the Employee Stock Options, from
the later of: (i) the death of the optionee; or, (ii) the vesting
commencement date.
(6) Death
Regardless of the vesting schedule set forth in “Exercise Period” above,
all Employee Stock Options granted are exercisable by inheritor upon the
death of the optionee. Nevertheless, the optionee's inheritor shall exercise
the Employee Stock Options within one year, subject to the duration limit of
the Employee Stock Options, from the later of: (i) the death of the
optionee; or, (ii) the vesting commencement date.
(7) Regarding the provisions stipulated in the “Retirement”, “Death or
Disability Caused by Work Injury”, and “Death” that the Employee Stock
Options shall be exercised within one year, if the one-year period expires
during an agreed-upon non-exercisable period, or when the shareholders’
book is closed in accordance with laws, the exercisable period can be
deferred to the next business day following the end of the non-exercisable
period or the book closure, subject to the duration limit of the Employee
Stock Options.
(8) In special situations, the matter shall be submitted to the Compensation
Committee for review.
11.Other criteria for subscription:If the optionee or his/her inheritor is
unable to exercise the Employee Stock Options within the periods set forth
above, it shall be deemed to have waived his/her rights to exercise the
options.
12.Method for performance of contract:The Company will issue new common
shares of the Company as the underlying shares.
13.Adjustment of subscription price:
1.Except for issuance of new common shares due to conversion of securities
which are convertible to common shares, exercises of stock options, and/or
employees bonus, the exercise price shall be subject to adjustment in
accordance with the following formula, to be rounded to the nearest cent of
New Taiwan Dollar, upon the occurrence of changes of common shares
(including private placement) of the Company (i.e., cash capital increase,
capitalization of retained earnings (excluding employee bonus) or capital
reserve, merger, issuance of new shares for acquiring shares of other
companies, stock split, and cash capital increase for sponsoring issuance of
Global Depositary Receipts, etc.).
Exercise Price after Adjustment =
Exercise Price before Adjustment × (Number of Shares Issued + (Amount Paid
per Share × Number of Shares Newly Issued)/ Prevailing Price per Share) /
(Number of Shares Issued＋Number of Shares Newly Issued)
Note: 1. “Number of Shares Issued” refers to the total number of common
shares issued (including those issued by public offering and private
placement), minus the number of ”un-cancelled or un-transferred treasury
shares”.
2. Under situations of a free share offering or a stock split, the “Amount
Paid per Share” is zero.
3. In the case of a merger or acquiring shares of another company, the
Amount Paid per Share of the new shares refers to the simple arithmetic
average of the closing prices of the Company's common shares for 30
consecutive trading days starting from the 45th trading day before the
record date for the merger or acquisition.
4. If the Exercise Price after Adjustment is higher than the Exercise Price
before Adjustment, no adjustment shall be made.
5. The Prevailing Price per Share mentioned above refers to the median of
the simple arithmetic averages of the closing prices of the Company's common
shares for one, three, and five trading days immediately prior to the record
dates for ex-right, pricing, merger, acquisition of shares, or stock split.
2.The exercise price shall be subject to adjustment in accordance with the
following formula, to be rounded to the nearest cent of New Taiwan Dollar,
on the record date for capital reduction if the number of common shares of
the Company decreases due to a capital reduction other than the statutory
cancellation of shares.
Exercise Price after Adjustment = Exercise Price before Adjustment × (Number
of Shares Issued Before Capital Reduction / Number of Shares Issued After
Capital Reduction)
3.If cash dividend per common share divided by the prevailing price per
share exceeds 1.5%, the exercise price shall be subject to adjustment in
accordance with the following formula, to be rounded to the nearest cent of
New Taiwan Dollar, on the ex-dividend date.
Exercise Price after Adjustment = Exercise Price before Adjustment × (1 -
Ratio of cash dividend per common share to the Prevailing Price per share)
The Prevailing Price per Share mentioned above refers to the median of the
simple arithmetic averages of the closing prices of the Company's common
shares for one, three, and five trading days prior to the announcement date
of the ex-dividend book-closure period.”
14.Procedures for exercising options:
1.Except during a period in which the shareholders' book is closed in
accordance with relevant laws; or, the period from three 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 otherwise
stipulated in the Plan, optionee may exercise options in accordance with the
schedule set forth in the Plan by submitting a written notice (the
“Exercise Notice”) to the transfer agent of the Company to subscribe the
newly issued common shares of the Company.
2.The Company shall inform the optionee of the payment for exercising the
options to a designated bank upon the receipt of the Exercise Notice by the
transfer agent of the Company. The Exercise Notice shall not be withdrawn
once the payment has been made.
3.The transfer agent of the Company shall register the optionee and his/her
shares in the shareholders record upon its collection and confirmation of
the payment and shall book transfer Certificate of Payment for the Exercise
of Employee Stock Options to the optionee within five business days.
4.The Certificate of Payment for the Exercise of Employee Stock Options so
issued will be listed and tradable on the Taiwan Stock Exchange Corporation
upon delivery to the optionee.
5.The Company shall file the change in the paid-in capital with the relevant
authority once each quarter.
6.The shares subscribed by the optionee in accordance with the Plan and the
taxes arising from the transactions, except as otherwise provided in the
Plan, shall be dealt with in accordance with the Tax Acts of the Republic of
China.
15.Rights and obligations after exercising options:The holders of the
“Certificate of Payment for the Exercise of Employee Stock Options”
delivered after options are exercised in accordance with the Plan shall have
the same rights, obligations, and privileges as holders of the common shares
of the Company.
16.Record date for any additional share exchange, stock swap, or subscription:
None
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) If the Company carries out capitalization of retained profits and/or
capital reserve after the issuance of the Employee Stock Options, the
Company will neither issue additional Employee Stock Options nor adjust the
number of shares exercisable, other than adjusting the exercise price in
accordance with the first paragraph of the previous article. (2) After the
total quantity of units to be issued for the Employee Stock Options, the
exercise price, the distribution principles, and the list of optionees are
determined, the Human Resources Unit will issue a “Receipt Notice” for the
optionee to sign; those who have not completed the signing are deemed to
have waived his/her rights to the options. After signing the “Receipt
Notice”, the optionee shall strictly abide by the confidentiality
requirements. He/she shall not inquire about others or disclose the quantity
of Employee Stock Options granted and related contents without the request
of laws or competent authorities. If there is a violation, the Company has
the right to reclaim and cancel the options that have not yet been vested.
Any holder of the Employee Stock Options and related rights obtained through
the Plan shall abide by the terms and conditions of the Plan. If there is a
violation, it shall be deemed to be a violation of the appointment contract
as set forth in Article 5, Paragraph 1, Item 3, and the Company has the
right to reclaim and cancel the options that have not yet been vested. (3)
After the board of directors approves the Plan, if the terms and conditions
set forth in the Plan need to be adjusted due to instructions from the
competent authority or amendments to relevant laws and regulations, or need
to be revised in response to the financial market conditions or objective
environments, or in case of time constraints that do not allow for
submission to the board of directors, the chairperson is authorized to
approve the revisions first, and then the issuance can only take place after
the board of directors’ subsequent approval. Any other matters not set
forth in the Plan shall be dealt with in accordance with the applicable laws
and regulations.
19.Any other matters that need to be specified:None