Date of events:2013/04/29
Subject : Announcement of the Board of Directors resolution on the issuance of new shares for employee Restricted Stock Awards (“RSA”)
1.Resolution date of the board of directors:2013/04/29
2.Expected issue price: To be issued for free to employees.
3.Expected total amount (share) of issuance:1,500,000 shares, issued separately.
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 regular employees of Motech Industries, Inc.
5.Qualification requirements for employees that can grant or subscribe restricted stocks: Seniorities、job grades、job performances、contributions、special achievements of employees and other demands of management.
6.The reason why it is necessary to issue restricted stocks for employees: To attract、hold and encourage excellent talents; to strengthen coherence of the company; to make a positive and stable development and the best profit of the company and shareholders.
7.Calculated expense amount: If based on the market closed price on April 23rd, 2013 and consider the actuarial assumptions for the estimate, then the annual amortized expenses will be projected as NT$17,948 thousand for the first issuance year and NT$5,272 thousand for the second year.
8.Dilution of the company’s earnings per share and other factors affecting shareholder’s equity: If based on the market closed price on April 23rd, 2013, then the earnings dilution will be projected as NT$0.041 for the first issuance year and NT$0.012 for the second year.
9.Employee’s restricted rights before reaching the vesting conditions:
1. Employee shall not sell, pledge, transfer, bestow, set or cause other disposition of RSA. Within one month after fulfilling qualification requirements, RSA are transferred from the trust account to the employee’s personal safekeeping account.
2. RSA are entitled to receive stock and cash dividends; however, dividends are to be held in trust account. Within one month after fulfilling qualification requirements, dividends are transferred from the trust account to the employee’s personal safekeeping account.
3. Voting and election rights: The combined power of all shares of RSA shall be authorized to a trust account service agent.
10.Other important stipulations: RSA are held on trust account after issuance. Stock and cash dividends distributed to RSA before qualification requirements are fulfilled are to be held on trust account as well.
11.Any other matters that need to be specified: RSA shall be issued upon the approval of shareholders’meeting and the relevant authorities.