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Announcement that the company’s board of directors has resolved to issue the first employee stock option plan

2024-11-07

Subject: Announcement that the company’s board of directors has resolved to issue the first employee stock option plan

Date of events: 2024/11/07To which item it meetsparagraph 11Statement


1.Date of the board of directors resolution:2024/11/07


2.Issuance period:The Options may be issued in batches within two years after the date of receiving theeffective registration notice from the competent authority, the specific issuance date shall be determined by the Chairman.


3.Eligibility criteria for optionees:Full-time employees of the Company who are employed and to be granted the Options. If the employees who hold the positions as managerial officers of the Company or directors of the Company, the distribution shall first be approved by the Remuneration Committee of the Company before being submitted to the Company's Board of Directors for approval. The number of shares that a single optionee may be granted to in each fiscal year shall not exceed 1% of the total number of issued shares as of the end of the year.


4.Number of total issued units of the employee stock warrants:The total issuance under these regulations amounts to 450,000 units.


5.Number of shares each stock warrant unit may subscribe for:1 share.


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:450,000 shares.


7.Subscription price:The exercise price will be based on the fair market closing price of the Company's common stock on the grant date.


8.Period of subscription rights:Except for the cancellation of all or part of the Options, Optionees may exercise its options according to the following vesting schedule, starting from the date two years after being granted the  Options. The Options will expire at the end of the tenth year from the issue date (the” Expiry Date”.) The Options may not be transferred, pledged, gifted, or otherwise disposed of, except in cases of inheritance. After the Expiry Date, the Unvested Options will be deemed forfeited, and the optionees may no longer claim his or her right to subscribe to shares. If the optionee violates the company’s employment contract, work regulations, or policies of in the event that the Company


has the right to cancel all or part of the unvested Options based on the severity of the violation.


Vesting Schedule Cumulative percentage of Options exercisable


After two-year anniversary of the grant date Up to 30%


After three-year anniversary of the grant date Up to 70%


After four-year anniversary of the grant date Up to 100%


9.Types of shares which may be subscribed for:Common shares of the Company.


10.Handling method for employee resignation/inheritance:


(1)Resignation (including voluntary resignation or dismissal in accordance with relevant Labor Standards Act regulations): Optionees who have vested Options shall exercise their rights to subscribe to Options within three months from the date of termination. Any Unvested Options after this period will be deemed forfeited. Unvested options will be deemed forfeited as of the date of termination. If dismissal occurs according to Article 12 of the Labor Standards Act or as stipulated by work rules, vested options that shall be exercise on the day of dismissal; otherwise, the rights will be deemed forfeit. Unvested options will be deemed forfeit as of the date of termination.


(2)Leave Without Pay: In accordance with government regulations, and for reasons such as major personal illness, significant family events, or overseas studies, optionees who have been approved by the Company to take unpaid leave may not exercise his or her exercisable Options during the leave period. Their rights shall be restored upon returning to work. If optionees do not return at the end of the leave, it shall be treated as a resignation and handled according to item 1 of the previous clause. The rights of unvested Options will be resumed as of the date of their reinstatement. The exercise period of the Options may be sequentially extended by the duration of the suspension period. However, the extension shall not exceed the Expiry Date.


(3)General Death: In the event of death of optionees who have vested Options,the heirs shall exercise the Options to subscribe to shares within six months from the date of the optionee's death. Any Unvested Options after this period will be deemed forfeited. Unvested Options will be deemed forfeited as of the date of the optionees' death.


(4)Occupational Accident:


A.If an occupational accident results in a physical disability that prevents continued employment, the Options granted may be fully exercised upon resignation without being subject to the timing and proportional exercise limitations outlined in the paragraph (II) of Article V. However, if otherwise stipulated by law, such provisions will take precedence. Additionally, optionees will be exercised within six months from either the resignation date or after two-year anniversary of the grant date (whichever is later). Failure to exercise within this period will be deemed forfeit.


B.If death results from an occupational accident, the heirs of the optionee may exercise all remaining Options at the time of the optionee's death without being subject to the timing and proportional exercise limitations outlined in without being subject to the proportional exercise limitations of this paragraph (II) of the Article V. However, if otherwise stipulated by law, such provisions will take precedence. Additionally, these Options must be exercisedb within six months from the date of optionee's death. Failure to exercise within this period will be deemed forfeit.


(5)Layoff: Optionees who have vested Options shall exercise their rights within three months from the effective date of layoff. If the exercise period coincides with a restricted exercise period as stipulated in this regulation, the exercise period shall be extended by the number of restricted days. Failure to exercise within this period will be deemed forfeited. Unvested Options will be deemed forfeit from the effective date of layoff unless the Chairman grants an alternative exercise deadline.


(6)Transfer to affiliates: If an optionee is transferred to an affiliate of the Company upon his/her own request, his/her Options shall be handled according to the manner as stipulated in Item 1 of this paragraph (VI) (Resignation”). However, If an optionee is transferred to an affiliate of the Company due to the Company's operational needs, the optionee shall continue exercising his/her original rights under the Options granted, unaffected by the transfer.


(7)Retirement: Optionees who have vested Options shall exercise the Options from the date of retirement, however, In the event that the period specified in this paragraph (II) of Article V, during which Options may only be exercise after two years, without being subject to the proportional exercise limitations of this paragraph (II). These Options must be exercised within three months from either the retirement date or after two-year anniversary of the grant date @(whichever is later). Failure to exercise within this period will be deemed forfeit. Unvested options will be deemed forfeited as of the date of retirement.


(8)Other Situations: For any termination or adjustment of employment relationship not covered above, the vesting schedule and proportion specified in paragraph (II) shall apply, or the Chairman may set an alternative exercise deadline and proportion.


11.Other criteria for subscription:


(1)Handling of Forfeited Stock Options:Options forfeited will be reclaimed and canceled by the Company and will not be reissued.


(2)Unvested Options do not entitle the optionee to dividends, stock splits, or other shareholder rights.


(3)In the event of a merger, the stock options shall be handled in accordance with the relevant merger agreement and in consultation with the other company.


12.Method for performance of contract:


The Company will issue new shares by book-entry transfer without physical certificates.


13.Adjustment of subscription price:


(1)After the issuance of this stockoptions, if there are changes in the issued common shares of the company (excluding the issuance of various securities with conversion or subscription rights for common stock, or the issuance of new shares as


employee compensation), including private placements, cash capital increases, capital increases from earnings, capital increases from capital reserves, company mergers, company splits, stock splits, acquisition of other companies’ shares and issuance of new shares, and cash capital increases for participation in issuing overseas depositary receipts, the subscription price shall be adjusted according to the following formula (rounded to the nearest NTD dime). If an increase in issued common shares results from a change in face value, the adjustment will be made on the new share issuance date; however, if actual payment is involved, the adjustment will occur on the date full payment is made: Adjusted grant Price = revious grant Price X [Total Issued Shares + (Payment Amount per New Share X New Shares Issued / Market Price per Share)] / (Total Issued Shares + New Shares Issued) When changing par value: Adjusted grant Price = Previous grant Price x (Total Issued Common Shares Before Change / Total Issued Common Shares After Change)


A. Previous grant Price x (Total Issued Common Shares Before Change / Total Issued Common Shares After Change) “Issued Shares” refers to the total issued common shares minus treasury shares that the Company has repurchased but not yet canceled or transferred, excluding the shares of “ Option payment receipt” and “Convertible Bond Rights Certificates.”


B. Adjusted grant prices are rounded to the nearest NTD dime.


C. If the adjusted grant price exceeds the previous price, no adjustment shall be made.


D. If the adjusted grant price is lower than the par value of common shares, the par value shall be used.


(2)After the issuance of these stock option certificates, if a reduction in capital not due to the cancellation of treasury stock results in a decrease in common shares, the grant price shall be adjusted on the base date for capital reduction according to the following formula (rounded to the nearest NTD dime). If the reduction in common shares is due to a change in the par value of the stock, the adjustment shall be made on the new share issuance date.


For Loss Compensation through Capital Reduction:


Adjusted grant Price = Previous grant Price X (Total Issued Shares Before Reduction / Total Issued Shares After Reduction)


For Cash Reduction:


Adjusted grant Price = (Previous grant Price-Cash Refund per Share)X (Total Issued Shares Before Reduction / Total Issued Shares After Reduction)


When there is a change in the par value of the stock:


Adjusted grant Price = Previous grant Price X (Common Shares Issued Before Change / Common Shares Issued After Change)


(3)After the issuance of these stock option certificates, if the Company distributes cash dividends on common stock, the price shall be adjusted on the ex-dividend date according to the following formula. Adjusted Price = Previous Price X (1- Cash Dividend on Common Stock / Market Price per Share) The determination of the aforementioned market price per share shall be based on the simple arithmetic average of the closing prices of common stock on one, three, or five business days prior to the ex-dividend announcement date for the suspension of share transfers for cash dividends.


14.Procedures for exercising options:(1)Except during the legally mandated share transfer suspension period, the suspension of share transfers for stock dividends, the cash dividend suspension period, or the fifteen business days before the subscription suspension period for cash capital increases up to the record date for rights distribution, and from the base date for capital reduction until the day before the commencement of trading for shares issued due to the capital reduction, stock option holders may exercise their stock options according to item (II) of Article 5 of these regulations. They must complete a stock subscription request form and submit it to the Company’s stock agent.


(2)Once an “Employee Stock Subscription Request Form” is submitted, it may not be revoked. After accepting the exercise request, the Company’s stock agent will notify the option holder to pay the subscription amount at a designated bank. Failure to pay by the deadline will be deemed as a forfeiture of the stock option rights.


(3)Upon receiving full payment, the Company’s stock agent will record the exercised shares in the shareholder register and issue a subscription payment certificate within five business days through centralized securities depository transfer.


(4)The shares can be traded on the market from the date “Subscription payment certificate” are delivered to the stock option holders.


(5)New shares issued according to these regulations will be submitted for registration of capital change with the relevant authority after the end of each quarter.


15.Rights and obligations after exercising options:The rights and obligations of the shares acquired through exercising stock options shall be the same as those of the Company’s common shares. Taxes incurred on shares acquired through this plan will be processed in accordance with relevant tax regulations set by the competent authority.


16.Record date for any additional share exchange, stock swap, or subscription:N/A


17.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:N/A


18.Other important terms and conditions:N/A


19.Any other matters that need to be specified:(1)option holder to sign an“Employee Stock Option Agreement.” Failure to complete this process as required will be considered a forfeiture of the right to receive the options.


(2)After notification, the stock option holder must comply with confidentiality obligations, unless otherwise permitted by law or required by regulatory authorities. They must not inquire about or disclose the content of their granted stock options or personal benefits to others (excluding personnel responsible for implementing this policy and the company’s stock agent). In the event of a breach, the Company may revoke all or part of the Unvested Options.


(3)These regulations shall be approved by more than half of all members of the Audit Committee before being submitted to the Board of Directors, with two-thirds of the board present and a majority approval of attending directors. The regulations become effective upon submission and approval by the competent authority. Amendments follow the same procedure. During the review process, if modifications are requested by the competent authority, the Chairman is authorized to amend these regulations, subject to later ratification by the Audit Committee and the Board of Directors.


(4)Matters not covered in these regulations shall be handled in accordance with relevant laws and regulations.