Board of Directors approved the proposal of Employee Restricted Stock Awards (RSAs)

 Board of Directors approved the proposal of
Employee Restricted Stock Awards (RSAs)

1.Date of the board of directors resolution:2022/02/23
2.Expected issue price:NT$40
3.Expected total amount (shares) of issuance:
The total amount of issuance is NT$30,000,000 at the par value of NT$ 10,
equals to total of 3,000,000 ordinary shares.
The Company may grant the plan in one or more tranches within one (1) year
from the date of receipt of notice from the relevant authority
("Authority") indicating that the Company's filing of the Plan with the
Authority has become effective.
4.Vesting conditions:
The period of RSAs plan is four (4) years. The plan will not vest in the
first year ("waiting period") and may be granted in accordance with the
following schedule. The award plan will be vested to the qualified grantee
when the Company overall performance has reached the targets and grantee
meets its achievements. The qualified grantee shall be a full-time employee
and still working in the Company at each granted date.
Years after the plan    Grant percentage
started effective
1 years                  10%
2 years                20%
3 years                30%
4 years                40%
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
(1)Disqualification process: the Company redeems the granted shares due to
RSAs plan and cancelled.
(2)Inherit: Inheritor(s) is (are) eligible to granted shares after complete
the related regulatory documents.
6.Other issuance criteria:None.
7.Qualification criteria for employees:
(1)The RSAs only grants to full-time employees and full-time employees of
associate companies at the effective date.
(2)The numbers of share granted is subject to employee's seniority, job
grade, achievements, overall performance and special achievements etc. which
have been approved by the Chairman to resolute by Board of Directors, except
the senior managements and employees represented as board of directors need
to be approved by Remuneration Committee beforehand.
8.The necessary reason of the current issuance of RSA:
To attract and retain the necessary professionals, incentive and to
strengthen employees coherence in order to maximize the Company profit and
shareholders'value.
9.Calculated expense amount:
As end of 31st December 2021, the Company's total outstanding shares are
421,874,537 shares. The total issued shares of RSAs plan equals to 0.71%.
Based on the closed price at 22nd February 2022 of NT$ 194.5, the expenses
amount is total of NT$ 350,865,000. The expenses breakdown into each year
is stated as follow:
Year   Expenses Amount (in NT$)
2022        73,637,000
2023       126,184,000
2024        85,904,000
2025        49,248,000
2026        15,892,000
10.Dilution of the Company's earnings per share (EPS):
As end of 31st December 2021, the Company's total outstanding shares are
421,874,537 shares. The EPS dilution to each year is stated as follow:
Year   Expenses Amount (in NT$)
2022        0.17
2023        0.30
2024        0.20
2025        0.12
2026        0.04
11.Other matters affecting shareholder's equity:None.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
The grantee employee shall not sell, pledge, transfer, grant to others,
encumbrances or other method of disposal. Other related matters are as set
forth in the Employee Restricted Stock Awards Rules.
13.Other important terms and conditions (including stock trust custody,
etc.):
After issuance of RSAs, it shall be entrust to the trust account.
14.Any other matters that need to be specified:
Any amendments request by relevant authority, the Board of Directors is
authorized to amend the plan by Annual General Shareholders Meeting.