The board of directors resolved to issue Restricted Stock Awards (RSA)

The board of directors resolved to issue Restricted
Stock Awards (RSA)

1.Date of the board of directors resolution:2024/03/05
2.Expected issue price:To distribute shares to employees free of charge.
3.Expected total amount (shares) of issuance:
Issuing 1,200,000 common shares, with a par value of NT$10 per share,
totaling an issuance amount of NT$12,000,000.
4.Vesting conditions:
To employees who have worked for over a year from the date of receiving
restricted stocks and have achieved a performance rating of A or above before
the new stock issuance date within that year, are entitled to acquire the
shares.
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
(1)If an employee voluntarily resigns, is dismissed, laid off, retires,
dies from a non-work-related accident, goes on unpaid leave, transfers to
a related company, or does not achieve a performance rating of A within a
year from the salary commencement date, the shares not yet vested will be
reclaimed by the company at no cost to the employee.
(2)Regarding the stock dividends distributed during the vesting period:
these are provided to the employees at no cost by the company.
(3)The handling of other matters will be conducted in accordance with the
regulations set forth in the company's 2024 Restricted Employee Rights New
Share Issuance Policy.
6.Other issuance criteria:None
7.Qualification criteria for employees:
(1)Restricted new shares are granted to full-time, official employees who are
already employed with the company as of the grant date.
(2)The actual employees who acquire restricted shares and the number of new
shares they can receive will be determined by considering factors such as
years of service, job level, work performance, overall contribution, special
achievements, or other necessary conditions, subject to approval by the
chairman and then consent from the board of directors. Directors who are
managers or employees must first receive approval from the Compensation
Committee; those not in managerial positions must first get consent from the
company's Audit Committee.
(3)The number of new restricted shares allocated to an individual employee
will be processed according to the issuer’s regulations on fundraising and
issuing securities.
8.The necessary reason of the current issuance of RSA:
The company aims to attract and retain the talents needed by the company,
motivate employees, and enhance employee cohesion in order to jointly create
higher benefits for the company and its shareholders.
9.Calculated expense amount:
This issuance of new shares with restricted employee rights totals 1,200,000
shares, tentatively priced at NT$136 per share based on the closing price of
our company's common stock on February 23, 2024 (the day before the board
meeting notification date), with the total amount of potential expense over
the vesting period of one year being NT$163,200,000.
10.Dilution of the Company's earnings per share (EPS):
Based on the number of shares issued by our company as of February 23, 2024,
which is 156,755,348 shares, the estimated reduction in earnings per share
(EPS) after expensing is approximately NT$1.04. The potential dilution of
our company's earnings per share is still considered limited.
11.Other matters affecting shareholder's equity:None
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)During the vesting period, employees are not allowed to sell, pledge,
transfer, gift, or dispose of the restricted new shares in any other way.
(2)During the vesting period, the restricted new shares are still eligible
for stock dividends, cash dividends, and the subscription of new shares in
a cash capital increase.
(3)After the issuance of the restricted new shares, they must immediately
be placed in trust, and before the vesting conditions are met, employees
may not request the return of the restricted new shares from the trustee for
any reason or by any means.
13.Other important terms and conditions (including stock trust custody,
etc.):The restricted new shares issued this time will be held in stock trust
until the vesting conditions are met.
14.Any other matters that need to be specified:
The restrictions and significant provisions regarding this issuance of
restricted new shares, as well as any unresolved matters, will be handled in
accordance with relevant laws and issuance procedures. Should amendments be
necessary due to changes in laws, regulatory review requirements, or changes
in the objective environment, the matter will be submitted to the annual
shareholder meeting for authorization, granting the board of directors or
its delegate full authority to handle all matters related to the issuance of
restricted new shares.