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BOD’s resolution of issuing Restricted Stock/Performance Shares


1. BOD’s resolution Date: 2020/05/06
2. Estimated issuing price: The issuance is gratuitous.
NT$0.00 per share
3. Estimated issuing share volume: 6,000,000 shares
4. Vested conditions:
   The qualified employees shall acquire the portion of vesting shares as follows, after the record date of capital increase, if he/she still works for the Company on the due date of the following period, his/her annual performance appraisals meet the requirement, and he/she conducts service in due diligence without violating any work rule of the Company.
   After the expiry date of 1st year: 40% of the allocated shares
   After the expiry date of 2nd year: 30% of the allocated shares
   After the expiry date of third year: 30% of the allocated shares
5. The countermeasure if the employees don’t meet the vested conditions or any inheritance occurs:
   (1) The company shall freely collect and cancel the previous allocated shares to the employees who have the right but don’t actually get the shares since not meeting the conditions required.
   (2) The handling process if the employees fail to meet the vested conditions or any inheritance occurs: to handle it in accordance the company’s rule of issuance.
6. Other condition of issuance: None
7. Qualification of Employees
   (1) The vested shares shall offer to those employees who work in full-time for the Company and its controlling overseas and
       domestic companies in which regulated in the Article 369 –2 of the Company Act.
   (2) The qualified employees list and the allocated number of shares referring to the employee seniority, position, performance, contribution to company, special merit, other management consideration, the Company’s business development demand & strategy, … and etc., will be determined by the Chairman and approved by the BOD, only that those of managerial officer shall be approved by the Compensation Committee in advance.
8. The necessity to issue Restricted Stock Awards
   To attract and retain the professional personnel for company and
   motivate employees to upgrade their centripetal force in order to
   create profit for company and shareholders. 
9. The grand amount of possible expense
   The Company shall evaluate the fair value of stock on delivery
   Date and recognize the relative expense separately by years during the grant period. The total expense amount is estimated to be NT$72,000,000 base on NT$12 per shares. The annual expense for those three years shall separately be NT$46,000,000、18,000,000、7,200,000.
10. Dilution to the Company’s EPS
   The dilution to EPS is respectively of NT$0.17、NT$.06、NT$0.03.
   The influence of the dilution on EPS is limited and no sincere
   Impact to the shareholder’s equity.
11. Other matter to influence the shareholder’s equity: None
12. Employee granted the restricted shares fails to meet the conditions of qualification:
    (1) During the vested period, except inheritance, the employee is prohibited to sell, pledge, transfer, present to others, mortgage or other way of handling.
    (2) Even the vested period and conditions has not been reached, the employees granted RSA can have the right of cash capital
        Increasement subscription and earning distribution and not limited in vested period.
    (3) Prior to meeting vested conditions, the attendance, proposal,
        Speaking, voting right and other shareholder’s equity related matters for the shareholder’s meeting shall all be commissioned to the trust custodian for exercise.
    (4) The restricted stock awards should be immediately give to trust or custodian after issuance and the trustee may not be returned by request through any reason or mean prior to the completion of vested condition.
13. Other important matters: (including stock trust custody…etc.)
    (1) The company shall be authorized to process the contract on
        Behalf of employee and the trust custodian (including but not limited to) for the negotiation, signing, revision, extension, dissolution, termination, and given, utilization and disposal instructions.
    (2) The regulations of RSA will be effective after having been approved by the Board of Directors and submitted to the competent authority for approval. Under the precondition not influence the resolution of BOD, it can be revised base on the necessity or request by the competent authority, the Chairman is authorized to revise the regulations and submit the revision of regulation to BOD for approval before issuance.
    (3) Any matters not set forth herein shall be dealt with in accordance with the Applicable Laws and/or the Articles.