Subject: Issue restricted stocks for employees.
Date of events:2012/08/06
1.Resolution date of the board of directors:2012/08/06
2.Expected issue price: NTD 10 per share
3.Expected total amount (share) of issuance: The Company has resolved in its General Shareholders' Meeting on June 6th, 2012, to issue restricted employee stock for total number of 1,500,000 shares.The Board of Director has resolved on Aug. 6th 2012, the first issuance of 1,350,000 shares.
4.Regulations for setting the terms and conditions of restricted stocks for employees (including vesting conditions, dealing process in case of employees don’t reach the vesting conditions or inheritance occurred, etc):All full-time regular employees of the company.
5.Qualification requirements for employees that can grant or subscribe restricted stocks: The seniorities, grades, job performances, contributions, special achievements and other demands from management.
6.The reason why it is necessary to issue restricted stocks for employees: To attract, retain and encourage excellent talents of the company; to strengthen coherence of the company; to create a positive and stable development environment and therefore make best interests for the shareholders.
7.Calculated expense amount:Based on the issuance of 1,350,000 shares,the annual amortized expenses for first year and second year are estimated at NT$13,406K and NT$3,734K, respectively.
8.Dilution of the company’s earnings per share and other factors affecting shareholder’s equity: The EPS dilution for first year and second year are estimated at NT$0.0306 and NT$0.0085, respectively.
9.Employee’s restricted rights before reaching the vesting conditions:
1. Employee shall not sell, pledge, transfer, bestow, set or cause other disposition of restricted stock. Within one month after achieving qualification requirements, restricted stocks are transferred from the trust account to the employee's personal stock depository account.
2. Restricted stocks are entitled to receive stock and cash dividends; however, dividends are to be held in trust. Within one month after achieving qualification requirements, dividends are transferred from the trust account to the employee's personal stock depository account.
3. Voting and election rights: All Restricted stocks have the same voting and election rights as of the common shares issued by the Company. The rights are exercised by the designated person appointed by the Board of Directors.
10.Other important stipulations:
Restricted stock are held in trust after issuance. Stock and cash dividends distributed to restricted stock before qualification requirements are achieved are to be held in trust as well.
11.Any other matters that need to be specified:
This issuance of restricted stocks for employees is conducted by "The Act of Issuing Restricted Stocks for Employees” set by the Company. Capital increase date is set on 9/4/2012. Shall there be any change to the issuance plan due to regulation or demand by the authority, the board of directors here authorized the Chairman or the designated person appointed by the Board of Directors to amend or execute in accordance with the regulations. Currently, the Company's authorized share capital is NTD4,373,989,080, respectively, with par value of NTD10 per share,and its issued shares are 437,398,908 shares. After the new issuance, the Company's authorized share capital is NTD4,387,489,080, respectively, with par value of NTD10 per share, and its issued shares are 438,748,908 shares.