| Statement |
1.Date of the board of directors resolution:2026/05/11
2.Issue period:The issuance shall take place within two years from
the date of receipt of the effectiveness notice from the competent
authority. The actual issuance may be conducted in one or multiple
batches, with the specific dates determined by the Chairman of the
Board.
3.Eligibility criteria for optionees:
(1)The employee stock options are granted to eligible employees of
the company, including those employed by subsidiaries or controlled
companies who meet certain conditions. Eligible employees include
full-time and part-time employees, both local and foreign, who receive
salaries from the company, excluding dispatched personnel, outsourced
workers, and directors who are not concurrently employees.
(2)The record date for stock option eligibility shall be determined
by the Chairman of the Board. The actual list of employees eligible
for stock options and the number of options granted shall be determined
based on seniority, job position, performance, contributions, special
achievements, or other managerial considerations. The list must be
approved by the Chairman and subsequently confirmed by the Board of
Directors. For employees who are also directors or executives, approval
from the Compensation Committee is required before submission to the
Board of Directors. For non-executive employees, the Audit Committee
must first review the proposal before submission to the Board of
Directors.
(3)The cumulative number of shares that a single option holder may
subscribe to, including restricted employee shares previously acquired,
shall not exceed 0.3% of the total issued shares. Additionally, the
cumulative number of shares a single option holder may acquire through
employee stock options shall not exceed 1% of the total issued shares.
However, if specifically approved by the competent central authorities,
this limitation may be lifted.
4.Number of total issued units of the employee stock warrants:1,000units
5.Number of shares each stock warrant unit may subscribe for:1,000 shares
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:1,000,000 shares
7.Subscription price:The subscription price shall be no less than 60%
of the closing price of the company's common stock on the issuance
date of the stock option certificate.
8.Period of subscription rights:
(1)Employees may exercise their stock options after two years from
the grant date under the following conditions. The stock option
certificate has a validity period of five years from the date of
issuance and cannot be transferred, pledged, gifted, or otherwise
disposed of, except in cases of inheritance. Any unexercised stock
options upon expiration shall be deemed forfeited, and the option
holder may no longer claim such rights.
Cumulative Exercisable Stock Options Percentage:
+-------------------------------+---------------------------+
| Duration | Cumulative Stock Rights % |
+-------------------------------+---------------------------+
| After 2 years (from 3rd year) | 50% |
| After 3 years (from 4th year) | 100% |
+-------------------------------+---------------------------+
(2)If an option holder commits a serious violation of labor contracts
or regulations, the company reserves the right to reclaim and cancel
any unexercised stock options.
9.Types of shares which may be subscribed for:Common shares of the company.
10.Handling method for employee resignation/inheritance:
(1)Resignation: Exercisable stock options may be exercised within 30
days of resignation. Unexercised options will be forfeited upon
resignation.
(2)Dismissal: Exercisable stock options must be exercised within 30
days from the effective date of contract termination. Unexercised options
will be forfeited immediately.
(3)Retirement: All granted stock options become fully exercisable and
must be exercised within 30 days of retirement.
(4)Death: Exercisable stock options may be exercised by legal heirs within
three months of the employee’s death. If not exercised within three months,
the heirs may submit a written request for an extension, subject to
Chairman’s approval, but the extension shall not exceed three additional
months. Unexercisable options will be forfeited upon the date of death.
(5)Disability Due to Occupational Injury:
(a)If an employee becomes disabled due to an occupational injury and is
unable to continue employment, all granted stock options become exercisable
and must be exercised within 30 days of departure.
(b)If an employee dies due to an occupational injury, all granted stock
options may be exercised by legal heirs within 30 days of the employee’s
death.
(6)Layoff: Exercisable stock options may be exercised within 30 days from
the effective termination date. Unexercised options may be forfeited or
exercised within a timeframe determined by the Chairman or authorized
personnel.
(7)Transfer to an Affiliated Company: If transferred to an affiliated
company (excluding subsidiaries), stock options will be treated as per
resignation policies, unless the transfer is mandated by the company,
in which case the Chairman may authorize a different exercise schedule.
(8)Unpaid Leave: Exercisable stock options must be exercised within three
months of unpaid leave commencement. Unexercised options will be deferred
until after reinstatement, provided they remain within the stock option
validity period.
(9)Other Termination of Employment: Cases not explicitly covered shall be
determined by the Chairman and reported to the Board for approval.
(10)Failure to Exercise Within the Prescribed Period: If an option holder
or legal heir fails to exercise the stock options within the specified
timeframe, the rights shall be deemed forfeited and cannot be claimed
thereafter.
11.Other criteria for subscription:Any forfeited or reclaimed stock options
will be canceled and not reissued.
12.Method for performance of contract:The company will issue new common
stock to fulfill stock option exercises.
13.Adjustment of subscription price:
(1)General Adjustments After the issuance of this stock option
certificate, except for the issuance of new common shares due to the
conversion of various securities with stock conversion or subscription
rights or stock issuance for employee compensation, if there is any change
in the company's common stock (including private placements), such as cash
capital increase, retained earnings capitalization, capital reserve
capitalization, mergers, stock splits, cash capital increase for issuing
overseas depositary receipts, or acquisition of other companies’ shares
to issue new stock, the subscription price shall be adjusted according
to the following formula on the ex-rights date of the new stock issuance.
If the change results from a modification of the stock’s par value, the
adjustment shall take place on the new stock exchange date, but if an
actual payment operation is involved, the adjustment shall be made on
the date when the stock payment is fully paid (rounded to the nearest
tenth of a New Taiwan Dollar).
Adjusted Subscription Price =
Previous Subscription Price × (Total Issued Shares + (Per Share Payment
× Number of New Shares Issued) / Market Price Per Share) /
(Total Issued Shares + Number of New Shares Issued)
In case of a change in stock par value:
Adjusted Subscription Price = Previous Subscription Price × (Total Issued
Common Shares Before Par Value Change / Total Issued Common Shares After
Par Value Change)
Total Issued Shares refers to the total number of common shares issued
(including privately placed shares) and should exclude treasury shares
repurchased but not yet canceled or transferred.
Per Share Payment shall be zero in cases of bonus share issuance or
stock splits.
If the adjusted subscription price is higher than the previous
subscription price, no adjustment shall be made.
In cases of mergers, acquisitions, or stock splits involving other
companies, the adjustment of the subscription price shall be determined
according to the merger agreement, share transfer agreement, or split
plan, as well as relevant laws and regulations.
(2)Adjustments Due to Capital Reduction If the company undergoes a capital
reduction for reasons other than treasury stock cancellation, resulting in
a decrease in common shares, the subscription price shall be adjusted
based on the following formula on the capital reduction reference date.
If the reduction is due to a change in stock par value, the adjustment
shall be made on the new stock exchange date (rounded to the nearest
tenth of a New Taiwan Dollar):
Capital Reduction to Offset Losses:
Adjusted Subscription Price = Previous Subscription Price × (Total Issued
Common Shares Before Capital Reduction / Total Issued Common Shares After
Capital Reduction)
Cash Capital Reduction:
Adjusted Subscription Price = Previous Subscription Price × (1 - (Per
Share Cash Refund / Closing Price on the Last Trading Day Before New
Share Issuance)) × (Total Issued Common Shares Before Capital Reduction
/ Total Issued Common Shares After Capital Reduction)
Change in Stock Par Value:
Adjusted Subscription Price = Previous Subscription Price × (Total Issued
Common Shares Before Par Value Change / Total Issued Common Shares After
Par Value Change)
(3)Adjustments Due to Cash Dividends If the company distributes cash
dividends, the subscription price shall be adjusted on the ex-dividend
reference date using the following formula (rounded to the nearest tenth
of a New Taiwan Dollar):
Adjusted Subscription Price = Previous Subscription Price × (1 - (Cash
Dividend per Share / Market Price per Share))
The above-mentioned current price per share shall be the simple arithmetic
average of the closing prices of the common stock for the first, third
or fifth business days before the announcement date of the cash dividend
stop transfer ex-dividend.
(4)Adjustments Due to Both Cash and Stock Dividends If the company
distributes both cash dividends and stock dividends (including retained
earnings capitalization and capital reserve capitalization), the
subscription price shall first be adjusted for the cash dividend,
followed by an adjustment for the stock dividend amount.
14.Procedures for exercising options:
(1)Except during legally mandated stock transfer suspension periods and
the restricted periods listed below, option holders may exercise their
stock option rights according to the schedule set forth in this plan by
submitting a stock subscription request form to the company.
(a)The legally mandated stock transfer suspension period before the annual
shareholders’ meeting.
(b)The period starting 15 business days before the ex-rights date for bonus
shares, ex-dividend date for cash dividends, or ex-rights date for cash
capital increases, until the allocation record date.
(c)Other legally mandated stock transfer suspension periods as determined
by relevant circumstances.
(2)Upon receiving the stock subscription request, the company shall notify
the option holder to remit the required payment to a designated bank
account. Once the payment is made, it cannot be revoked. Failure to remit
payment by the due date shall be considered a forfeiture of the stock
subscription right.
(3)After confirming full payment, the company’s stock transfer agent shall
record the number of subscribed shares and the name of the subscriber in
the company’s shareholder register. The newly issued common shares will
be delivered via book-entry transfer within five business days.
(4)The company shall announce the number of shares issued due to the
exercise of employee stock options within 15 days after the end of each
quarter. At least once per quarter, the company shall apply to the
competent authority for capital registration updates related to the
exercised stock options. In special cases, adjustments may be made with
the approval of the Chairman.
15.Rights and obligations after exercising options:
Shares acquired through stock options shall have the same rights and
obligations as existing common shares of the company.
All tax obligations arising from stock transactions shall be handled
in accordance with prevailing tax laws.
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)These regulations shall take
effect upon approval of a majority of the Board of Directors present at
a Board meeting attended by two-thirds or more of all directors, and
least two-thirds of its members and the consent of more than half of the
followed by approval from the competent authority.The same procedure
applies to any amendments made before the actual issuance.
Future amendments due to changes in laws, regulatory approvals,
or objective environmental factors may be authorized to the Chairman for
revision, subject to ratification at the next Board of Directors meeting
before issuance.(2)Any matters not specified herein shall be handled in
accordance with relevant laws and regulations.
19.Any other matters that need to be specified:None
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