SEQ_NO

4

Date of announcement

2023/02/24

Time of announcement

18:07:47

Subject

Date of events

 2023/02/24

To which item it meets

paragraph 11

Statement

 1.Date of the board of directors resolution:2023/02/24

2.Issue period:

Within two years since the date of receipt for notice of the

competent authority’s approval and effectiveness; issued at

once or in tranches depending on actual demands. The Chairman

is authorized to determine the actual issue date.

3.Eligibility criteria for optionees:

(1)Restricted to the employees (include full-time and part-time employees)

   of the Company and investee companies over which the Company owns or

   controls, directly or indirectly over 50%.

   1. Full-time employees: Those who are employed by the Company, perform

      the work assigned by the Company, and receive monthly salary.

   2. Part-time employees: Those who are employed by the Company on an

      hourly basis (i.e., those who do not need to work more than 8 hours

      per day) or on a fixed-term contract, and paid monthly.

(2)The Chairman shall consider the factors including but not limited to

   work experience, seniority, position, work performance and overall

   contribution or specific achievements and propose the Board of Directors

   for approval on the list of employees who are entitled to stock option

   and the number of stocks allowed for stock option. The number of stocks

   allowed for stock options by the employees who are managerial officers

   or directors shall be approved by the Remuneration Committee before

   being submitted for a resolution by the Board. The number of stocks

   allowed for stock options by the employees who are non-managerial

   officers or directors shall be approved by the Audit Committee before

   being submitted for a resolution by the Board.

(3)The cumulative number of Restricted Stock Awards exercisable by stock

   option to a single employee shall not exceed 0.3% of the total issued

   shares by the Company according to Paragraph 1, Article 56-1 of the

   Criteria Governing the Offering and Issuance of Securities by Securities

   Issuers, in combination with the cumulative no. of restricted stock

   awards obtained by such employee, shall not exceed 0.3% of the total

   issued shares. The above, in combination with the cumulative no. of

   shares such employee can subscribe for by exercising the stock option

   granted under Paragraph 1, Article 56 of the Criteria Governing the

   Offering and Issuance of Securities by Securities Issuers implemented

   by Securities Issuers shall not exceed 1% of the total issued shares.

   Unless otherwise approved by the central competent authority of the

   relevant industry, the total number of employee stock option certificates

   and new restricted employee shares obtained by a single employee may be

   exempted from the above-mentioned restriction.

4.Number of total issued units of the employee stock warrants:5,000 units.

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

 option unit may subscribe for 1,000 shares of the Company.

6.Total number of new shares to be issued due to exercise

 of options, or the no.of shares for buyback as required

by Article 28-2 of the Securities and Exchange Act:5,000,000 shares.

7.Subscription price:The subscription price shall consist in the closing

 price for the Company’s common stock on the day these employee stock option

 certificates are issued.

8.Period of subscription rights:

(1)Duration for these stock option certificate is 6 years, and once this

   period has elapsed, any options which have not been exercised shall be

   cancelled. Upon the expiration date, unexercised options are deemed

   forfeited by the employee and the option may no longer claim right to buy

   shares.

(2)Employees are entitled to exercise the vested options after 2 years, and

   the schedule for exercise of options is as follows:

          Grant Period of Stock Options         Proportion of exercisable

            Certificate                           options (Accumulated)

          ——————————        ————————–

                    After 2 years                           20%

                    After 3 years                           40%

                    After 4 years                           60%

                    After 5 years                          100%

(3)The Company shall have the right to forfeit and cancel stock option

   certificate for which rights have not been vested or exercised yet in the

   event that the employees violates his/her employment contract, service

   agreement or work rules after the stock option certificate have been

   granted by the Company.

(4)Employees may not transfer, distribute or mortgage their options or its

   profits by any methods or similar procedures to the others, except by

   death and succession.

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, discharge, dismissal, or

   severance package): The stock option certificates exercisable may be

   exercised within one month of the date of such occurrence. However, it may

   not exceed the duration of the options. All rights for unvested stock

   option certificates shall be deemed as waived upon the date of such

   occurrence.

(2)Leave without pay: For employees who have been approved by the Company for

   a leave without pay, vested options may be exercised within one month of

   the starting date of the leave without pay. If not exercised by then,

   vested options shall be frozen, and shall be deferred until reinstatement.

   Rights and interests to any unvested stock warrants shall be restored upon

   reinstatement. However, the vesting period shall be deferred retroactively

   by the same duration as the period of the leave without pay, subject at

   all times to the original duration of the stock option certificates.

(3)Death: All vested options may be exercised by inheritor within one year of

   death of the deceased employee; all un-exercised vested options shall

   expire after such one-year period. All unvested stock option shall expire

   on the date of the decease of the employee.

(4)Disability or death caused by work injury:

   1.Work injury: In the event that an employee who has already been granted

     stock option certificates becomes physically disabled and cannot

     continue his/her employment due to work injury, he/she may exercise all

     vested options at the time of resignation. Other than the requirement

     that two years shall have elapsed since the granting of the stock option

     certificates in order to have them exercised, restrictions regarding the

     schedule in Paragraph 2, Article 5 shall not apply. Such certificates

     should be exercised within one year after

     the date of employment termination or after two years of granting the

     certificates (whichever occurs later).

   2.Death caused by work injury:In the event that an employee who has been

     granted stock option certificates dies due to work injury, his/her heir

     may exercise all such options from the time of his/her death. Other than

     the requirement that two years shall have elapsed since the granting of

     the stock warrants in order to have them exercised, restrictions

     regarding the schedule in Paragraph 2, Article 5 shall not apply. Such

     certificates should be exercised within one year after the date of death

     or after two years of

     granting the certificates (whichever occurs later).

(5)Transfer: Due to business needs, transfer of the optionee to an affiliate

   of the Company or other company upon the Company’s decision shall not

   affect the right of stock subscription according to stock option

   certificates granted.

(6)Once the option duration has elapsed, rights for options that have not

   been exercised shall be deemed as waived, and employee may no longer claim

   rights to exercise their subscription rights.

(7)The Company shall cancel any stock option certificates of which rights

   have been waived, and these shall not be issued again.

11.Other criteria for subscription:None

12.Method for performance of contract:New common shares issued by the Company

  shall be delivered.

13.Adjustment of subscription price:

(1)After the stock option certificates are issued, except for the issuance of

   common shares upon conversion of all securities with conversion rights or

   subscription rights for common shares, issuance of restricted stock

   awards, or new shares issued as employee compensation, if there is any

   change to the Company’s no. of common shares (including cash capital

   increase, capital increase by earnings, capital increase by capital

   surplus, merger or transfer of new shares issued by other companies, stock

   divide, participation in overseas depositary receipts through cash capital

   increase,etc.), the subscription price shall be adjusted in accordance

   with the following formula.

   Besides, if there is an increase in the number of issued common shares due

   to a change in the par value of the stock, it will be adjusted on the base

   date of new share exchange, but if there is an actual payment operation,

   it will be adjusted on the full payment date.

   Adjusted subscription price =

   Subscription price prior to adjustment ×

   [number of issued shares + (paid purchase price per share ×

    number of newly issued shares) ÷ current price per share] /

   (number of issued shares + number of newly issued shares)

   Upon change of par value:

   Adjusted exercise price =

   pre-adjusted exercise price ×

   ( Number of common shares issued prior to the change of par value/

     Number of common shares issued after the change of par value)

   1.Number of issued shares refers to total number of issued common shares

     excluding the number of shares from ”the certificates of payment for

     stock option” and ”the certificate of entitlement to new shares form

     convertible bond”.

   2.In the event of gratuitous distribution of shares or stock divide, the

     paid purchase price per new share shall be zero.

   3.In the event of merger, the paid purchase price per share shall be the

     average closing price of the common shares of the Company for 30

     consecutive business days calculated from the 45th business day prior

     to the record date of merger.

   4.The adjusted subscription shall be rounded up to the nearest tenth of

     one New Taiwan Dollar.

   5.If the adjusted subscription price is higher than the subscription price

     prior to adjustment, the subscription price shall not be adjusted.

   6.If the final adjusted subscription price is lower than the par value of

     common shares,issuance shall be based on the par value of common shares.

(2)After the stock option certificates are issued, the subscription price

   shall be subject to adjustment in accordance with the following formula in

   case that the reduction in no. of common shares is not caused by capital

   reduction through cancellation of treasury shares, if the number of

   ordinary shares decreases due to a change in the par value of the stock,

   it shall be adjusted on the base day for new share exchange.

   Capital reduction to offset losses:

   Adjusted subscription price = Subscription price prior to adjustment ×

   (number of issued shares before capital reduction ÷number of issued

     shares after capital reduction)

   Capital reduction with cash payment:

   Adjusted subscription price = (Subscription price prior to adjustment –

   cash refund per share) × (number of issued shares before capital

   reduction ÷ number of issued shares after capital reduction)

   Upon change of par value:

   Adjusted exercise price ＝ pre-adjusted exercise price ×

   (Number of common shares issued prior to the change of par value /

    Number of common shares issued after the change of par value)

(3)After the stock option certificate are issued, the subscription price

   shall be subject to adjustment in accordance with the following formula

   for the ex-dividend record date of cash dividends:

   Adjusted subscription price = Subscription price prior to adjustment *

   (1 – cash dividends distributed per common share ÷ current price per

   share).

   The aforementioned current price per share shall be the simple arithmetic

   average of the closing price of shares either on the first, third or fifth

   business day immediately prior to the announced book closure and

   ex-dividend date for the cash dividends.

14.Procedures for exercising options:

(1)Except during the statutory book closure period and restriction period,

   the employee may exercise options in accordance with the schedule set

   forth in Paragraph 2, Article 5 of these terms by filling a subscription

   request and applying with the stock transfer agent of the Company.

(2)Upon receipt of the exercise request, the stock transfer agent shall

   inform the employee to make payment for shares to the designated bank

   within the designated period. Any delayed payment shall be deemed as a

   waiver of subscription rights for the said request, and no shares shall

   be deemed as subscribed for by this request without payment.

(3)The stock transfer agent of the Company will issue the newly issued common

   shares of the Company to such employee through depository book-entry

   transfer within five business days upon confirmation of sufficient

   payment, and register the shares in the shareholders’roster.

(4)The Company shall report the change in registered amount of subscribed

   shares and capital to the competent authority in 15 days after the end of

   each quarter.

15.Rights and obligations after exercising options:The rights and obligations

  of the common shares delivered according to the regulations shall be the

  same as those for the Company’s common shares.

16.Reference 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:NA

18.Other important terms and conditions:

(1)After the Company completes the legal issuance procedure, the Company will

   notify the employee to sign the ”Recipient Consent” by the Subscription

   Rights Management Department. The employee will be granted employee stock

   option certificates after the employee completes the signature, and if the

   signature is not completed according to the regulations, it shall be

   deemed that rights to these options have been waived.

(2)After stock option certificates are granted to employees, employees shall

   abide by confidentiality regulations and shall not disclose related

   contents or individual equity.

(3)Employees may not transfer, mortgage or donate their options or equity to

   others or dispose by any other methods.

(4)The optionee and the holders of equity derivatives who obtain the stock

   option through this issuance principle shall comply with the terms and

   the requirements on Recipient Consent.

(5)These terms and conditions shall come into effect and be issued once

   they’re approved by a majority vote in a Board of Directors’ meeting

   attended by two-thirds or more of the directors, and reported to the

   competent authority for approval.

(6)Any matter on which these terms and condition have not specified, it

   shall be handled in accordance with applicable laws and regulations.

19.Any other matters that need to be specified:None