投資人專區 
14.Apr.2026
The Company’s Board of Directors has approved the issuance of employee stock options with a price below the market price.
1.Date of the board of directors resolution:2026/04/14
2.Issuance period:Within two years from the date the effective approval
notice is received from the competent authority, the issuance may be
carried out in one or multiple tranches based on actual needs. The actual
issuance date shall be determined by the Chairperson of the Company.
3.Eligibility criteria for optionees:
(1) Eligibility is limited to full-time employees of the Company and its
domestic and foreign subsidiaries (defined as entities in which the
Company directly or indirectly holds more than 50% of voting shares) who are
employed on the date the grant of employee stock option certificates is
approved by the Board of Directors.
(2) The actual recipients of stock options and the number of options granted
to each shall be determined based on allocation standards that take into
account factors such as seniority, job performance, overall contributions
(including potential future contributions), special achievements, and
position level. Such allocation shall be approved by the Chairperson and
then submitted to the Board of Directors for approval.For individuals who
are directors or managerial officers, prior approval from the Compensation
Committee is required. For employees who are not directors or managerial
officers, the proposal must first be reviewed by the Audit Committee and
then submitted to the Board of Directors for approval.
(3)In accordance with Article 56-1, Paragraph 1 of the Regulations, the
cumulative number of shares subscribable by any single option holder under
employee stock option certificates, together with the cumulative number of
restricted shares acquired by such holder, shall not exceed 0.3% of the
total issued shares. In addition, in accordance with Article 56, Paragraph
1 of the Regulations, the cumulative number of shares subscribable by any
single option holder shall not exceed 1% of the total issued shares.
4.Number of total issued units of the employee stock warrants:8,000,000units
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:The total number of newly issued common shares
is 8,000,000 shares.
7.Subscription price:The exercise price shall be set at no less than 60% of
the closing price of the Company’s common shares on the issuance date of
the employee stock option certificates.
8.Period of subscription rights:
(1) An option holder may exercise the subscription rights in accordance with
the following schedule starting two years after the grant of the employee
stock option certificates. The validity period of the stock option
certificates shall be six years from the issuance date. The stock option
certificates and the rights attached thereto may not be transferred, pledged
, gifted, or otherwise disposed of, except by inheritance. Upon expiration
of the validity period, any unexercised employee stock option certificates
shall be deemed forfeited, and the option holder may no longer assert any
subscription rights.
Time After Grant Cumulative Exercisable Percentage
2 years 20%
3 years 40%
4 years 70%
5 years 100%
(2) Taxes:If the option holder is required to pay any taxes in any
jurisdiction as a result of exercising the subscription rights and acquiring
shares, such taxes—including but not limited to personal income tax and
any withholding tax by the Company—shall be borne by the option holder.
(3)If, after being granted employee stock option certificates, the option
holder violates any employment contract, mandate agreement, or company work
rules, the Company shall have the right to revoke and cancel both unvested
stock option certificates and vested but unexercised stock option
certificates.
9.Types of shares which may be subscribed for:Common shares of the Company
10.Handling method for employee resignation/inheritance:
(1) Voluntary Resignation or Layoff
For vested employee stock option certificates, the option holder may
exercise the subscription rights within ten (10) business days (inclusive
of the effective date of resignation/layoff) from the effective date,
or within the validity period of the stock option certificates
(whichever occurs earlier). If such period falls within a restricted
exercise period under this Plan, the exercise period shall be extended
accordingly. Failure to exercise within the prescribed period shall
be deemed a waiver of the subscription rights.
Unvested employee stock option certificates shall be deemed forfeited as of
the effective date of resignation or layoff.
(2) Termination for Cause
If the option holder is terminated due to material violations of the
employment contract or company work rules, all granted stock option
certificates shall be deemed forfeited as of the date of termination.
(3) Retirement
Vested employee stock option certificates may be exercised within the
validity period of the stock option certificates in accordance with
the exercise schedule set forth in Paragraph 2 of this Article. If such
period falls within a restricted exercise period under this Plan, the
exercise period shall be extended accordingly. Failure to exercise
within the prescribed period shall be deemed a waiver of the subscription
rights.Unvested employee stock option certificates shall be deemed
forfeited as of the retirement date.
(4) Death
In the event of the death of the option holder, vested stock option
certificates shall be exercised by the heirs within one (1) year from
the date of death, subject to the exercise schedule set forth in Paragraph
2 of this Article. The heirs may apply to exercise the subscription
rights within the validity period of the employee stock option certificates
only after completing the required legal procedures and providing
supporting documentation in accordance with the applicable inheritance
laws of the option holder’s jurisdiction and the “Regulations Governing
the Administration of Shareholder Services of Public Companies.”Unvested
employee stock option certificates shall, as of the date of death of the
option holder, be extinguished together with all associated
rights and obligations.
(5) Disability Due to Occupational Injury
If an option holder becomes physically disabled due to an occupational
injury and is unable to continue employment, the granted employee stock
option certificates may be exercised within the validity period of the
stock option certificates in accordance with the exercise schedule set
forth in Paragraph 2 of this Article.
(6) Unpaid Leave or Continuous Leave Exceeding 30 Days
(Including Weekends and Holidays)
For option holders approved for unpaid leave of absence or continuous leave
of 30 days or more (including weekends and public holidays), vested
employee stock option certificates must be exercised within one (1) month
from the start date of such leave (inclusive). Failure to exercise within
the said period shall result in the suspension of exercise rights, which
shall be reinstated upon return to work. However, the validity period
of the stock option certificates shall not be extended due to such leave.
For unvested employee stock option certificates, the related rights shall
be reinstated upon return to work; however, the exercise schedule shall be
deferred in accordance with the length of the leave, subject to the
original validity period of the stock option certificates.
(7) Transfer Within Group
If the option holder is transferred to another company within the Company
or its domestic or foreign subsidiaries (in which the Company directly or
indirectly holds more than 50% of voting shares), and such transfer is
approved by the Chairperson, the rights and obligations of the granted
employee stock option certificates shall remain unaffected.
(8) Other Circumstances
For circumstances not covered above, or where adjustments are required
in accordance with applicable laws and regulations, the Chairperson
is authorized to determine or adjust the handling on a case-by-case basis.
11.Other criteria for subscription:Employee stock option certificates for
which subscription rights have been waived shall be cancelled by the
Company and shall not be reissued.
12.Method for performance of contract:
(1) Shares shall be delivered through the issuance of new shares by the
Company, in the form of book-entry transfer of newly issued shares.
(2) Where the recipients of such new shares are employees of overseas
subsidiaries, the shares shall be deposited into an “employee pooled
investment account” opened by the Company or the overseas subsidiary
with a custodian institution. Such account shall be used solely for the sale
of shares acquired by such employees through the exercise of subscription
rights or through transfer or allocation, and shall not be used for any
other securities trading activities.
13.Adjustment of subscription price:
(1) After issuance of the employee stock option certificates, except for
securities issued by the Company that are convertible into common shares or
carry subscription rights, or new shares issued as employee compensation,
in the event of any change in the Company’s common shares (including but
not limited to cash capital increase (including private placement),
capitalization of retained earnings, capitalization of capital surplus,
merger, share exchange for acquisition of another company, stock split, and
participation in overseas depositary receipt offerings through cash capital
increase), the exercise price shall be adjusted on the ex-rights date of
the new share issuance in accordance with the following formulas and
principles (rounded to the nearest New Taiwan dollar cent, with fractions
rounded off).If the change in outstanding shares is due to a change in par
value resulting in an increase in the number of issued shares, the
adjustment shall be made on the record date for the share exchange; if
cash payment procedures are involved, the adjustment shall be made on the
date the subscription payment is fully paid. However, if the adjusted
exercise price would result in adverse tax consequences for the option
holders, the Company shall bear no liability therefor.
Adjusted Exercise Price =Pre-adjustment Exercise Price x [Issued Shares
+ (Cash Payment per Share x Number of New Shares / Market Price per Share)]
/ (Issued Shares + Number of New Shares)
In case of change in par value:
Adjusted Exercise Price = Pre-adjustment Exercise Price x (Issued Shares
before par value change / Issued Shares after par value change)
(A)“Issued shares” refers to the total number of issued common shares
(including publicly offered and privately placed shares), excluding
treasury shares repurchased but not yet cancelled or transferred.
(B)If the cash payment per share is zero (e.g., in a bonus share issuance
or stock split), it shall be treated as zero.
(C)In the event of a merger with another company or share exchange
acquisition, the cash payment per new share shall be the average closing
price of the Company’s common shares for the thirty (30) trading days prior
to the record date of the merger or acquisition.
(D)If the adjusted exercise price is higher than the pre-adjustment exercise
price, no adjustment shall be made.
(E)If the adjusted exercise price is lower than the par value of the common
shares, the par value shall be used as the exercise price.
(F)The market price per share shall be determined based on the simple
arithmetic average of the closing price of the Company’s common shares
for one (1), three (3), or five (5) trading days prior to the ex-rights
date, pricing date, or stock split record date, as applicable.
(G)For any share changes not listed above, the Board of Directors is
authorized to determine whether an adjustment shall be made.
(H)Any required adjustment shall be made in accordance with the above formula
and approved by the Chairperson, without requiring further Board
resolution.
(2) After issuance of the employee stock option certificates, if the Company
distributes cash dividends on common shares, the exercise price shall be
adjusted on the ex-dividend date according to the following formula
(rounded to the nearest New Taiwan dollar cent, with fractions rounded off):
Adjusted Exercise Price = Pre-adjustment Exercise Price x (1-Ratio of
Cash Dividend per Share to Market Price per Share)
The market price per share shall be determined based on the simple
arithmetic average of the closing price of the Company’s common shares for
one (1), three (3), or five (5) trading days prior to the announcement date
of suspension of transfer for cash dividend distribution.In the event that
both cash dividends and stock dividends (including capitalization of
retained earnings and capital surplus) are distributed simultaneously,
the exercise price shall first be adjusted for the cash dividend, and
then adjusted for the stock dividend.
(3) After issuance of the employee stock option certificates, if the number
of the Company’s common shares decreases due to capital reduction not
involving cancellation of treasury shares, the exercise price shall be
adjusted on the capital reduction record date according to the following
formulas (rounded to the nearest New Taiwan dollar cent, with fractions
rounded off). If the change is due to a change in par value, the adjustment
shall be made on the share exchange record date.
In case of capital reduction to offset losses:
Adjusted Exercise Price = Pre-adjustment Exercise Price x (Number of
issued shares before capital reduction / Number of issued shares after
capital reduction)
In case of cash capital reduction:
Adjusted Exercise Price = [Pre-adjustment Exercise Price x (1-Ratio
of cash refund per share to closing price on the last trading day be
fore share exchange)] x (Number of issued shares before capital reduction
/ Number of issued shares after capital reduction)
In case of change in par value:
Adjusted Exercise Price = Pre-adjustment Exercise Price x (Issued shares
before par value change / Issued shares after par value change)
14.Procedures for exercising options:
(1) Except for the statutory suspension of share transfer periods and
the periods from the ex-rights/ex-dividend announcement dates for matters
such as bonus share distribution, cash dividend distribution, cash
capital increase subscription, or capital reduction (i.e., from three (3)
business days prior to the relevant suspension of transfer announcement
date to the record date of rights distribution, or from the capital
reduction record date to the day before the commencement of trading of
replacement shares), option holders may submit a subscription request
to the Company by completing a subscription application form in accordance
with this Plan.
(2) Upon acceptance of a subscription request, the Company shall notify
the option holder to remit the subscription payment to a designated bank
within the prescribed period. Failure to make payment within the specified
period shall be deemed a voluntary waiver of the subscription rights for
that application, and the unpaid portion shall be deemed unsubscribed.
The option holder must submit a new subscription request. Once payment has
been made, it shall not be revoked.
(3) Upon confirmation of full payment, the Company shall instruct its share
transfer agent to record the number of subscribed shares and the names of
the employees in the Company’s shareholder register. The newly issued
common shares shall be delivered via book-entry transfer through the central
securities depository within five business days. Such shares shall be
listed and traded from the date of delivery to the option holder.
(4) The Company shall, within fifteen days after the end of each
quarter, publicly disclose the number of shares issued from employee stock
option exercises in the preceding quarter, and shall at least once per
quarter apply to the competent authority for registration of the change in
capital resulting from exercised shares.
(5) For any of the above matters involving employees domiciled in China,
such matters shall be executed by a Taiwan-based agent or representative on
their behalf.
15.Rights and obligations after exercising options:
(1) The common shares issued by the Company under this Plan shall carry
the same rights and obligations as the Company’s ordinary common shares.
Taxes arising from the shares subscribed by option holders under this Plan
and from related transactions shall be handled in accordance with
applicable tax regulations prescribed by the competent authority.
(2) Where employees of overseas subsidiaries hold common shares issued
by the Company under this Plan, the exercise of voting rights shall not,
except as otherwise required by law, result in any de facto control over
or influence on the Company’s business operations and management. Such
voting rights shall be exercised through a Taiwan-based agent or
representative.
16.Record date for any additional share exchange, stock swap, or subscription:NA
17.Possible dilution of equity in case of any additional share exchange,stock swap, or subscription:
Dilution impact on earnings per share (EPS) from 2026 to 2031:0.43, 0.86, 0.71, 0.48, 0.28, and 0.08.
18.Other important terms and conditions:
(1) Confidentiality
Option holders, after being granted employee stock option certificates,
shall comply with confidentiality obligations. Except as required by
law or by the competent authority, they shall not disclose any information
regarding the content or number of the granted stock option certificates.
In the event of any violation, the Company shall have the right to revoke
and cancel, in whole or in part, both vested but unexercised stock option
certificates and unvested stock option certificates.
(2) This Plan shall be approved by a resolution of the Board of Directors
with the attendance of at least two-thirds of the directors and the
approval of more than one-half of the directors present, and shall
take effect upon approval by the competent authority. The same shall apply
to any amendments made prior to actual issuance.The Chairperson is
authorized to amend this Plan during the regulatory review process in
response to requirements of the competent authority; however, such
amendments shall subsequently be submitted to the Board of Directors for
ratification prior to issuance.
(3)Any matters not set forth herein shall be handled in accordance with
applicable laws and regulations.
19.Any other matters that need to be specified:None.
2.Issuance period:Within two years from the date the effective approval
notice is received from the competent authority, the issuance may be
carried out in one or multiple tranches based on actual needs. The actual
issuance date shall be determined by the Chairperson of the Company.
3.Eligibility criteria for optionees:
(1) Eligibility is limited to full-time employees of the Company and its
domestic and foreign subsidiaries (defined as entities in which the
Company directly or indirectly holds more than 50% of voting shares) who are
employed on the date the grant of employee stock option certificates is
approved by the Board of Directors.
(2) The actual recipients of stock options and the number of options granted
to each shall be determined based on allocation standards that take into
account factors such as seniority, job performance, overall contributions
(including potential future contributions), special achievements, and
position level. Such allocation shall be approved by the Chairperson and
then submitted to the Board of Directors for approval.For individuals who
are directors or managerial officers, prior approval from the Compensation
Committee is required. For employees who are not directors or managerial
officers, the proposal must first be reviewed by the Audit Committee and
then submitted to the Board of Directors for approval.
(3)In accordance with Article 56-1, Paragraph 1 of the Regulations, the
cumulative number of shares subscribable by any single option holder under
employee stock option certificates, together with the cumulative number of
restricted shares acquired by such holder, shall not exceed 0.3% of the
total issued shares. In addition, in accordance with Article 56, Paragraph
1 of the Regulations, the cumulative number of shares subscribable by any
single option holder shall not exceed 1% of the total issued shares.
4.Number of total issued units of the employee stock warrants:8,000,000units
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:The total number of newly issued common shares
is 8,000,000 shares.
7.Subscription price:The exercise price shall be set at no less than 60% of
the closing price of the Company’s common shares on the issuance date of
the employee stock option certificates.
8.Period of subscription rights:
(1) An option holder may exercise the subscription rights in accordance with
the following schedule starting two years after the grant of the employee
stock option certificates. The validity period of the stock option
certificates shall be six years from the issuance date. The stock option
certificates and the rights attached thereto may not be transferred, pledged
, gifted, or otherwise disposed of, except by inheritance. Upon expiration
of the validity period, any unexercised employee stock option certificates
shall be deemed forfeited, and the option holder may no longer assert any
subscription rights.
Time After Grant Cumulative Exercisable Percentage
2 years 20%
3 years 40%
4 years 70%
5 years 100%
(2) Taxes:If the option holder is required to pay any taxes in any
jurisdiction as a result of exercising the subscription rights and acquiring
shares, such taxes—including but not limited to personal income tax and
any withholding tax by the Company—shall be borne by the option holder.
(3)If, after being granted employee stock option certificates, the option
holder violates any employment contract, mandate agreement, or company work
rules, the Company shall have the right to revoke and cancel both unvested
stock option certificates and vested but unexercised stock option
certificates.
9.Types of shares which may be subscribed for:Common shares of the Company
10.Handling method for employee resignation/inheritance:
(1) Voluntary Resignation or Layoff
For vested employee stock option certificates, the option holder may
exercise the subscription rights within ten (10) business days (inclusive
of the effective date of resignation/layoff) from the effective date,
or within the validity period of the stock option certificates
(whichever occurs earlier). If such period falls within a restricted
exercise period under this Plan, the exercise period shall be extended
accordingly. Failure to exercise within the prescribed period shall
be deemed a waiver of the subscription rights.
Unvested employee stock option certificates shall be deemed forfeited as of
the effective date of resignation or layoff.
(2) Termination for Cause
If the option holder is terminated due to material violations of the
employment contract or company work rules, all granted stock option
certificates shall be deemed forfeited as of the date of termination.
(3) Retirement
Vested employee stock option certificates may be exercised within the
validity period of the stock option certificates in accordance with
the exercise schedule set forth in Paragraph 2 of this Article. If such
period falls within a restricted exercise period under this Plan, the
exercise period shall be extended accordingly. Failure to exercise
within the prescribed period shall be deemed a waiver of the subscription
rights.Unvested employee stock option certificates shall be deemed
forfeited as of the retirement date.
(4) Death
In the event of the death of the option holder, vested stock option
certificates shall be exercised by the heirs within one (1) year from
the date of death, subject to the exercise schedule set forth in Paragraph
2 of this Article. The heirs may apply to exercise the subscription
rights within the validity period of the employee stock option certificates
only after completing the required legal procedures and providing
supporting documentation in accordance with the applicable inheritance
laws of the option holder’s jurisdiction and the “Regulations Governing
the Administration of Shareholder Services of Public Companies.”Unvested
employee stock option certificates shall, as of the date of death of the
option holder, be extinguished together with all associated
rights and obligations.
(5) Disability Due to Occupational Injury
If an option holder becomes physically disabled due to an occupational
injury and is unable to continue employment, the granted employee stock
option certificates may be exercised within the validity period of the
stock option certificates in accordance with the exercise schedule set
forth in Paragraph 2 of this Article.
(6) Unpaid Leave or Continuous Leave Exceeding 30 Days
(Including Weekends and Holidays)
For option holders approved for unpaid leave of absence or continuous leave
of 30 days or more (including weekends and public holidays), vested
employee stock option certificates must be exercised within one (1) month
from the start date of such leave (inclusive). Failure to exercise within
the said period shall result in the suspension of exercise rights, which
shall be reinstated upon return to work. However, the validity period
of the stock option certificates shall not be extended due to such leave.
For unvested employee stock option certificates, the related rights shall
be reinstated upon return to work; however, the exercise schedule shall be
deferred in accordance with the length of the leave, subject to the
original validity period of the stock option certificates.
(7) Transfer Within Group
If the option holder is transferred to another company within the Company
or its domestic or foreign subsidiaries (in which the Company directly or
indirectly holds more than 50% of voting shares), and such transfer is
approved by the Chairperson, the rights and obligations of the granted
employee stock option certificates shall remain unaffected.
(8) Other Circumstances
For circumstances not covered above, or where adjustments are required
in accordance with applicable laws and regulations, the Chairperson
is authorized to determine or adjust the handling on a case-by-case basis.
11.Other criteria for subscription:Employee stock option certificates for
which subscription rights have been waived shall be cancelled by the
Company and shall not be reissued.
12.Method for performance of contract:
(1) Shares shall be delivered through the issuance of new shares by the
Company, in the form of book-entry transfer of newly issued shares.
(2) Where the recipients of such new shares are employees of overseas
subsidiaries, the shares shall be deposited into an “employee pooled
investment account” opened by the Company or the overseas subsidiary
with a custodian institution. Such account shall be used solely for the sale
of shares acquired by such employees through the exercise of subscription
rights or through transfer or allocation, and shall not be used for any
other securities trading activities.
13.Adjustment of subscription price:
(1) After issuance of the employee stock option certificates, except for
securities issued by the Company that are convertible into common shares or
carry subscription rights, or new shares issued as employee compensation,
in the event of any change in the Company’s common shares (including but
not limited to cash capital increase (including private placement),
capitalization of retained earnings, capitalization of capital surplus,
merger, share exchange for acquisition of another company, stock split, and
participation in overseas depositary receipt offerings through cash capital
increase), the exercise price shall be adjusted on the ex-rights date of
the new share issuance in accordance with the following formulas and
principles (rounded to the nearest New Taiwan dollar cent, with fractions
rounded off).If the change in outstanding shares is due to a change in par
value resulting in an increase in the number of issued shares, the
adjustment shall be made on the record date for the share exchange; if
cash payment procedures are involved, the adjustment shall be made on the
date the subscription payment is fully paid. However, if the adjusted
exercise price would result in adverse tax consequences for the option
holders, the Company shall bear no liability therefor.
Adjusted Exercise Price =Pre-adjustment Exercise Price x [Issued Shares
+ (Cash Payment per Share x Number of New Shares / Market Price per Share)]
/ (Issued Shares + Number of New Shares)
In case of change in par value:
Adjusted Exercise Price = Pre-adjustment Exercise Price x (Issued Shares
before par value change / Issued Shares after par value change)
(A)“Issued shares” refers to the total number of issued common shares
(including publicly offered and privately placed shares), excluding
treasury shares repurchased but not yet cancelled or transferred.
(B)If the cash payment per share is zero (e.g., in a bonus share issuance
or stock split), it shall be treated as zero.
(C)In the event of a merger with another company or share exchange
acquisition, the cash payment per new share shall be the average closing
price of the Company’s common shares for the thirty (30) trading days prior
to the record date of the merger or acquisition.
(D)If the adjusted exercise price is higher than the pre-adjustment exercise
price, no adjustment shall be made.
(E)If the adjusted exercise price is lower than the par value of the common
shares, the par value shall be used as the exercise price.
(F)The market price per share shall be determined based on the simple
arithmetic average of the closing price of the Company’s common shares
for one (1), three (3), or five (5) trading days prior to the ex-rights
date, pricing date, or stock split record date, as applicable.
(G)For any share changes not listed above, the Board of Directors is
authorized to determine whether an adjustment shall be made.
(H)Any required adjustment shall be made in accordance with the above formula
and approved by the Chairperson, without requiring further Board
resolution.
(2) After issuance of the employee stock option certificates, if the Company
distributes cash dividends on common shares, the exercise price shall be
adjusted on the ex-dividend date according to the following formula
(rounded to the nearest New Taiwan dollar cent, with fractions rounded off):
Adjusted Exercise Price = Pre-adjustment Exercise Price x (1-Ratio of
Cash Dividend per Share to Market Price per Share)
The market price per share shall be determined based on the simple
arithmetic average of the closing price of the Company’s common shares for
one (1), three (3), or five (5) trading days prior to the announcement date
of suspension of transfer for cash dividend distribution.In the event that
both cash dividends and stock dividends (including capitalization of
retained earnings and capital surplus) are distributed simultaneously,
the exercise price shall first be adjusted for the cash dividend, and
then adjusted for the stock dividend.
(3) After issuance of the employee stock option certificates, if the number
of the Company’s common shares decreases due to capital reduction not
involving cancellation of treasury shares, the exercise price shall be
adjusted on the capital reduction record date according to the following
formulas (rounded to the nearest New Taiwan dollar cent, with fractions
rounded off). If the change is due to a change in par value, the adjustment
shall be made on the share exchange record date.
In case of capital reduction to offset losses:
Adjusted Exercise Price = Pre-adjustment Exercise Price x (Number of
issued shares before capital reduction / Number of issued shares after
capital reduction)
In case of cash capital reduction:
Adjusted Exercise Price = [Pre-adjustment Exercise Price x (1-Ratio
of cash refund per share to closing price on the last trading day be
fore share exchange)] x (Number of issued shares before capital reduction
/ Number of issued shares after capital reduction)
In case of change in par value:
Adjusted Exercise Price = Pre-adjustment Exercise Price x (Issued shares
before par value change / Issued shares after par value change)
14.Procedures for exercising options:
(1) Except for the statutory suspension of share transfer periods and
the periods from the ex-rights/ex-dividend announcement dates for matters
such as bonus share distribution, cash dividend distribution, cash
capital increase subscription, or capital reduction (i.e., from three (3)
business days prior to the relevant suspension of transfer announcement
date to the record date of rights distribution, or from the capital
reduction record date to the day before the commencement of trading of
replacement shares), option holders may submit a subscription request
to the Company by completing a subscription application form in accordance
with this Plan.
(2) Upon acceptance of a subscription request, the Company shall notify
the option holder to remit the subscription payment to a designated bank
within the prescribed period. Failure to make payment within the specified
period shall be deemed a voluntary waiver of the subscription rights for
that application, and the unpaid portion shall be deemed unsubscribed.
The option holder must submit a new subscription request. Once payment has
been made, it shall not be revoked.
(3) Upon confirmation of full payment, the Company shall instruct its share
transfer agent to record the number of subscribed shares and the names of
the employees in the Company’s shareholder register. The newly issued
common shares shall be delivered via book-entry transfer through the central
securities depository within five business days. Such shares shall be
listed and traded from the date of delivery to the option holder.
(4) The Company shall, within fifteen days after the end of each
quarter, publicly disclose the number of shares issued from employee stock
option exercises in the preceding quarter, and shall at least once per
quarter apply to the competent authority for registration of the change in
capital resulting from exercised shares.
(5) For any of the above matters involving employees domiciled in China,
such matters shall be executed by a Taiwan-based agent or representative on
their behalf.
15.Rights and obligations after exercising options:
(1) The common shares issued by the Company under this Plan shall carry
the same rights and obligations as the Company’s ordinary common shares.
Taxes arising from the shares subscribed by option holders under this Plan
and from related transactions shall be handled in accordance with
applicable tax regulations prescribed by the competent authority.
(2) Where employees of overseas subsidiaries hold common shares issued
by the Company under this Plan, the exercise of voting rights shall not,
except as otherwise required by law, result in any de facto control over
or influence on the Company’s business operations and management. Such
voting rights shall be exercised through a Taiwan-based agent or
representative.
16.Record date for any additional share exchange, stock swap, or subscription:NA
17.Possible dilution of equity in case of any additional share exchange,stock swap, or subscription:
Dilution impact on earnings per share (EPS) from 2026 to 2031:0.43, 0.86, 0.71, 0.48, 0.28, and 0.08.
18.Other important terms and conditions:
(1) Confidentiality
Option holders, after being granted employee stock option certificates,
shall comply with confidentiality obligations. Except as required by
law or by the competent authority, they shall not disclose any information
regarding the content or number of the granted stock option certificates.
In the event of any violation, the Company shall have the right to revoke
and cancel, in whole or in part, both vested but unexercised stock option
certificates and unvested stock option certificates.
(2) This Plan shall be approved by a resolution of the Board of Directors
with the attendance of at least two-thirds of the directors and the
approval of more than one-half of the directors present, and shall
take effect upon approval by the competent authority. The same shall apply
to any amendments made prior to actual issuance.The Chairperson is
authorized to amend this Plan during the regulatory review process in
response to requirements of the competent authority; however, such
amendments shall subsequently be submitted to the Board of Directors for
ratification prior to issuance.
(3)Any matters not set forth herein shall be handled in accordance with
applicable laws and regulations.
19.Any other matters that need to be specified:None.