Announcement of BOD approved the Employee Restricted Stock Awards (“RSAs”)

 Announcement of BOD approved the Employee
Restricted Stock Awards ("RSAs")

1.Date of the board of directors resolution:2022/03/16
2.Expected issue price:Each RSA will be issued without consideration
3.Expected total amount (shares) of issuance:The total number of restricted
 shares to be issued under this Plan is 2,500,000 ordinary shares.
4.Vesting conditions:
1.The actual share of the vested shares should be achieved by the
 performance appraisal indicators of (1) and (2). Multiplication
 calculation：
(1) the executive remains employed by Flexium ("the Company") on the last
 date of each vesting period and individual performance metrics
(2022 year-end performance rating of at least "3A" or above for the year
 immediately preceding the expiration of each vesting period.)
(2) Company operating performance：
  1.If the basic earnings per share of the previous year's consolidated
    financial statements does not exceed NT8, the vested ratio is 0%。.
  2.If the basic earnings per share of the previous year's consolidated
    financial statements is between NT8(inclusive) and NT10, the vesting
    ratio is 60%。
  3.If the basic earnings per share of the previous year's consolidated
    financial statements is higher than NT10(inclusive), the vesting ratio
    is 100%。
(3) The above vested shares are rounded off and are based on "shares"。
2.If the above date is the holiday, it will be processed one working
  day before。
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:In the event that employees granted RSAs under
 this Plan fail to meet the conditions, the Company shall redeem at no
 consideration, and then cancel such RSAs。
6.Other issuance criteria:NA
7.Qualification criteria for employees:
(1)The eligible employees are limited to the employees of the Company who
serve as full-time employees before the restricted stock awards are grated
 to the employee。
(2)The Company shall cautiously manage this Plan as effectively as possible.
 This RSAs Plan will be limited to：(A) those positions deemed critical to
the Company's future success, (B) individuals whose personal performance
makes them highly valuable the Company, or (C) essential new hires。
(3)The actual employees and the number of awards to be granted will be
decided according to the seniority, job level, work performance, overall
contribution, special achievement, and other factors necessary for
management.
It is proposed that the BoD fully authorize the Chairman to handle this
matter.
However, if awards are granted to employees who serve as officers, the
approval from the Remuneration Committee is required。
(4) The number of awards granted to each employee shall be dealt with in
 accordance with the applicable laws and regulations。
8.The necessary reason of the current issuance of RSA:
 To attract and retain professional personnel needed by the Company, to
 motivate employees and enhance their motivation so as to combine the
Company's and shareholders' interests。
9.Calculated expense amount:
Calculated expense amount: If based on the March 15, 2022, closing price,
 NT$94, the annual amortized expenses from 2022 to 2023 will be projected
 as: NT$117,500 thousand and NT$117,500 thousand, respectively with the
total amounts of NT$235,000 thousand。
10.Dilution of the Company's earnings per share (EPS):
Dilution of EPS: As of March 15, 2022, Company's issued outstanding
shares are 350,401,879 shares, the earning dilution from 2022 to 2023 will
 be projected as: NT$0.34 and NT$0.33, respectively. There should not be a
 material impact to the shareholder's equity。
11.Other matters affecting shareholder's equity:NA
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)The RSA for employees shall be deposited in a security trust account after
 the issuance. And before the vesting conditions are fulfilled, the employees
 shall not ask the trustees to return the RSA for employees with any reason
 or in any method. Provided that the RSA for employees may participate in
distribution of share, and interest as well as rights issue subscription.
(2)The grantee employee shall not sell, transfer, make gift of, create other
rights or encumbrances on the RSAs, or otherwise dispose of the RSAs in any
other manner。
(3) The attendance, proposal, speech, voting and voting rights of the
shareholders' meeting are the same as the ordinary shares of the company
issued and executed in accordance with the trust depository。.
(4) No share distribution rights (including but not limited to: dividends,
bonuses, capital reserve rights) and cash capital increase options。
(5) From the company's free-allocation stocks to stop the transfer date,
cash dividends to stop the transfer date, cash increase and share
subscription
 stop transfer date, the company's law, Article 165, paragraph 3, the
shareholders' meeting will stop the transfer period, or 15 business days
before the legal basis to the base date of the distribution of rights,
employees who have reached the vested conditions during this period do not
have the right to distribute surplus。
(6) During the vesting period, if the company returns capital reduction and
 cash back, the refund of capital reduction that has not been acquired due
 to the allocation must be delivered to the trust, and when the vested
conditions and time limit are met, and the vested stock is delivered to the
 employee without interest However, when the expiration period does not meet
the vested conditions, the company will recover the cash.
13.Other important terms and conditions (including stock trust custody,
etc.):
(1) The plan shall be approved by the board of directors and then submitted
 to the shareholders'meeting for approval and shall become effective after
 registration with the competent authority. If any amendment is necessary
due to any change of laws or regulations, any demand by the competent
authority or any requirement of the circumstance, the chairman is fully
authorized to handle the relevant matters, and submit to the board of
 directors for approval。
(2)Any other matters not set forth in this Plan, the Board of Directors
authorizes the Chairman to amend or execute it in accordance with the
applicable laws and regulations。
14.Any other matters that need to be specified:NA