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

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

1.Date of the board of directors resolution:2022/03/16
2.Expected issue price:NT$0 per share.
3.Expected total amount (shares) of issuance:A total of 1,350,000 common
shares, each share having a par value of NT$ 10, for a total mount of
NT$ 13,500,000.
4.Vesting conditions:
(1)The Company will consider its Operating Revenue and Net Income,
based on the latest publicly available annual consolidated financial
statements audited by a CPA, as the required Company performance criteria to
decide the vesting amount.Company performance criteria are listed as below:
1st anniversary of the grant date: Operating Revenue 10% higher than
past year
2nd anniversary of the grant date: Operating Revenue 10% higher than
past year
3rd anniversary of the grant date: Net Income 10% higher than past year
4th anniversary of the grant date: Net Income 10% higher than past year
(2)After achieving Company performance criteria, the awards will be
vested to the grantee employee, who conforms with the time-based and
performance-based requirements in the previous year at each corresponding
as below.
1st anniversary of the grant date: 20% vest
2nd anniversary of the grant date: 20% vest
3rd anniversary of the grant date: 30% vest
4th anniversary of the grant date: 30% vest
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:In circumstance where the RSA was not
vested due to failure to meet vesting conditions, such shares will be
bought back by the Company without charge and will be written off.
6.Other issuance criteria:NA
7.Qualification criteria for employees:
(1)Employees who will be eligible to receive RSA are limited to
full-time employees who have registered with the Company and
its domestic and foreign subordinate companies in the organizations
of the Company on the share subscription record date. The subordinate
company is recognized in accordance with the standards of Article 369-2
of the Company Act.
(2)The actual number of shares to be granted will take into account
the Company's operational requirements and business development strategy,
and then submit this determination to the Board of Directors for approval.
(3)For managerial personnel and directors who are also employees should
be proposed to and approved by remuneration committee and the Board
of Directors.
(4)For a single employee, the total of shares granted under Item 1,
Article 56-1 of the Regulations Governing the Offering and Issuance of
Securities by Securities Issuers and the RSA Rule shall not exceed 0.3%
of the Company's total issued shares. Furthermore, for a single employee,
the total of hares granted under Item 1, Article 56-1 of Regulations
Governing the Offering and Issuance of Securities by Securities Issuers,
the RSA Rule and Item 1, Article 56 of the Regulations Governing the
Offering and Issuance of Securities by Securities Issuers shall not
exceed 1% of the Company's total issued shares. However, at a special
approval from industruial in-charging governmental authority, the total
shares granted to a single employee under both the employee stock option
plans and the RSA rule may be exempted from the above-mentioned limitation.
8.The necessary reason of the current issuance of RSA:
For attracting and retaining outstanding professionals, in
order to create long-term Company growth and benefits for employees and
shareholders.
9.Calculated expense amount:
If based on the closing price of NT$9.75 per share on February 14, 2022
and consider the actuarial assumptions for the estimated, the expensed
amount is estimated at NT$13,163,000. The amount of annual cost shall be
NT$6,252,000, NT$3,620,000, NT$2,303,000 and NT$987,000 respectively.
10.Dilution of the Company's earnings per share (EPS):
According to the current outstanding 51,772,569 shares issued,
Annual potential dilution of EPS is estimated at NT$0.12, NT$0.07,
NT$0.05 and NT$0.02 respectively.
11.Other matters affecting shareholder's equity:
No significant impact.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)Except inheritance, the grantee employee shall not sell, transfer,
make gift of, create other rights or encumbrances on the RSAs, or
otherwise disposeof the RSAs in any other manner.
(2)Employees granted with RSA, before fulfilling the vesting conditions,
except the preceding stated limitation, its rights and obligations
(including participation in the placement,interest distribution and
voting in shareholders meeting, etc.) are the same as the Company's
already issued common shares.
(3)The rights of attending, proposal, speaking and  voting in
shareholders meeting of the RSA are executed by the custodian according
to the regulations.
(4)During the vesting period, the RSA can participate in stock and
cash dividends. In circumstance where the RSA was not vested due to
failure to meet vesting conditions, such shares will be bought back
by the Company without charge and will be written off.
After issuance, the dividends will be paid out to the grantee
employee's bank account through the Company's trust account.
13.Other important terms and conditions (including stock trust custody,
etc.):
(1)The new shares issued by the Company through the exercise of
RSA shall be dealt in accordance with measures for stock trust.
(2)During the period of restricted shares are under trustee, the Company
shall be fully authorized to delegate employee to negotiate, sign,
amendment, extension, rescission, termination, and delivery the trust
property with trust agent.
14.Any other matters that need to be specified:
(1)In circumstance where amendments to the conditions for issuance of RSA
are required by instructions from the competent authorities,
the amended of relevant laws and rules, the Chairman of the Company is
authorized to amend these provisions, which shall become effective upon
approval by the Board of Directors.
(2)Any matters not set for herein shall be governed by the applicable
laws and regulations.