Innodisk : The Company’s Board of Directors resolved to issue employee stock warrants


Statement

1.Date of the board of directors resolution:2022/07/06
2.Issue period:
Within one year since the date of receipt for notice of
the competent authority's approval and effectiveness;
issued at once or in tranches depending on actual
requirements. The Chairman is authorized to determine
the actual issue date.
3.Eligibility criteria for optionees:
(I) domestic and foreign subsidiaries in which the
Company and the Company directly or indirectly hold
more than 50% of the voting rights (the "Subsidiaries"
 are in accordance with the 1070121068 of the HKMA's
ISSUANCE of 2018/12/27 Letter of Interpretation) is
limited to employees.
(II) The actual number of shares recognized by an
employee will be determined by the Chairman after
approval by the Chairman and with the consent of the
Board of Directors, taking into account the individual
work performance, overall contribution, special merit
or other conditions for reference in management, etc.,
except that the identity of the director or manager on
the list of recognized shareholders shall be approved
by the Remuneration Committee; If the list of
shareholders is not a manager, it is necessary to
obtain the consent of the Audit Committee before
submitting the board resolution.
(III)The cumulative no. of shares a single employee can
subscribe for by exercising the options granted to him/her
by the Company under Paragraph 1, Article 56-1 of the
Regulations Governing the Offering and Issuance of Securities
 by Securities Issuers (the "Regulations Governing Offering
and Issuance"), 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 warrants granted
under Paragraph 1, Article 56 shall not exceed 1% of the
total issued shares.
4.Number of total issued units of the employee stock warrants:
3,500,000 units
5.Number of shares each stock warrant unit may subscribe for:
Each stock warrant unit may subscribe for 1 common share 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:
3,500,000 shares.
7.Subscription price:The closing price of ordinary shares of
the company on the date of issuance is the exercise price.
8.Period of subscription rights:
The accredited shareholder may exercise the subscription
in proportion to the vested ratio specified in subsection (3)
 of this Article, except for the period of suspension of the
 transfer in accordance with the provisions, after 2 years
of being granted the employee's subscription certificate.
The warrant is valid for a period of 4 years and may not be
transferred, pledged, offered to others, or otherwise disposed
of, except for those who inherit or voluntarily waive the
employee's warrant. At the expiration of the period of
existence, the unexplained right to subscribe to shares shall
be deemed to be abandoned.
The proportional time limit for the exercise of the subscription right
During the issuance of the        The subscription ratio can be
  subscription rights                    exercised
_____________________________     _____________________________
            2 years                           50%
            3 years                          100%
9.Types of shares which may be subscribed for:
Common shares of the Company.
10.Handling method for employee resignation/inheritance:
(1) Voluntary departure/repatriation
A subscription certificate entitled to exercise the right to
exercise may exercise the right to subscribe shares within 30
 days from the date of departure or the effective date of the
 discharge, and if it is appropriate for the period during
 which the recognition of shares may not be exercised as
 provided for in these Measures, the period of its exercise may
 be extended from the date of exercise to the number of days on
 which it cannot be exercised, and those who fail to exercise
 the rights within the aforesaid period shall be deemed to have
 waived their rights to subscribe. However, the aforementioned 30
 days shall not exceed the last date of existence of the recognized
 warrant. A warrant for which no right to exercise the right to
 exercise is deemed to be a waiver of the right to subscribe on the
 date of departure or the effective date of the exercise.
(2) Retirement
The granted subscription certificate may exercise all the rights of
 the subscription upon retirement. Except that the subscription
 warrant shall still be exercised after 2 years have elapsed since
 the certificate has been granted, it is not subject to the
 restriction on the percentage of shares that may be exercised upon
 completion of the relevant time period in paragraph 2 of this
 Article. However, the subscription right shall be exercised within
 one year from the date of retirement or from the date of grant of
 the subscription right certificate for 2 years(whichever is later).
 However, the last date of existence of the recognized warrant shall
 not be exceeded during the aforesaid one-year period.
(3) Death
For a recognized share certificate in which the right to exercise is
 exercised by the heir within one year from the date of death.
 However, the last date of existence of the recognized warrant shall
 not be exceeded during the aforesaid one-year period. A warrant
 that does not have the right to exercise the right to exercise is
 deemed to be a waiver of the right to subscribe on the day of death.
(4) Persons who are disabled or die due to occupational disasters
A person who is unable to continue to serve as a result of death or
physical disability caused by occupational disaster may exercise all
 of the rights of recognition of shares upon departure or death of
the successor who has been granted a certificate of recognition of
 shares. Except that the subscription warrant shall still be
exercised after 2 years have elapsed since the certificate has been
 granted, it is not subject to the restriction on the percentage of
 shares that may be exercised upon completion of the relevant time
 period in paragraph 2 of this Article. However, the subscription
right shall be exercised within one year from the date of
departure/death or from the date of grant of the subscription
certificate for 2 years (whichever is later). However, the last
date of existence of the recognized warrant shall not be exceeded
 during the aforesaid one-year period.
(5) Suspension of employment without pay
Employees who are suspended without pay in accordance with the
provisions of government laws and regulations and who are
specially approved by the Company for serious personal illness,
 family accidents, or other reasons may exercise the right to
exercise their rights to exercise their rights to exercise their
rights to exercise their rights to subscribe for shares within
30 days from the date of commencement of suspension of pay, and
if it is appropriate for the period during which the recognition
 period is not allowed to be exercised as determined by this Law,
 the period of exercise may be extended from the date of exercise
 to the number of days on which they cannot be exercised, and
those who do not exercise their rights within the aforesaid period
 shall be deemed to have waived their rights to subscribe to
shares. A warrant without the right to exercise may be reinstated
 after reinstatement, provided that the period during which the
claim is exercised shall be deferred by the number of months during
 the period of suspension of employment (the number of days of the
 calendar during the period of suspension of pay is divided by 30
and then calculated by unconditionally progressive integers) and
to the extent that the warrant exists, and the subscription right
 that has not been exercised during the duration of the warrant
is deemed to be a waiver of the subscription right.
(6) Transfer
For the purposes of the Company's operations, upon assignment to
 a related enterprise or other company of the Company, it has
granted a warranty to exercise the right to subscribe within the
timeframe for exercising the right in accordance with paragraph
1 of paragraph 2 of this Clause, provided that such period is
still limited to the duration of the warrant.
(7) If the shareholder or his successor fails to exercise the
subscription right within the above period, it shall be deemed
to have waived the right to subscribe and shall not be required
 to exerc
11.Other criteria for subscription:
The method of handling the recognition of the right to recognize
shares:
For warrants that are invalid, voluntarily waived by the shareholder
 or waived in accordance with the preceding paragraph, the Company
will cancel them and will not issue them again.
12.Method for performance of contract:
New common shares issued by the Company shall be delivered.
13.Adjustment of subscription price:
(I)After the stock warrants are issued, except for the issuance of
common shares upon conversion of all securities with conversion
rights or subscription rights for common shares, or new shares issued
 as employee bonuses, 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 (rounded up to the nearest tenth of one New Taiwan
Dollar):
Adjusted subscription price = Subscription price prior to adjustment
 * [no. of issued shares + (paid purchase price per share * no. of
newly issued shares) ÷ current price per share] / (no. of issued
shares + no. of newly issued shares)
(1)No. of issued shares refers to total no. of issued common shares
minus the no. of treasury shares repurchased by the Company but not
 transferred or canceled.
(2)In the event of gratuitous distribution of shares or stock divide
, the paid purchase price per share shall be zero.
(3)If the adjusted subscription price is higher than the subscription
 price prior to adjustment, the subscription price shall not be
adjusted.
(4)In the event of merger or issuance of new shares for transfer of
shares from other company, the paid purchase price per share shall be
 the average closing price of the common shares of the Company 30
business days prior to the record date of merger or transfer of shares
 from other company.
(5)The hourly price per share shall be determined by the simple
arithmetic average of the closing price of common stock calculated one
 by one of the division basis date, the order basis date or the one,300
 or five trading days before the stock split benchmark date.
(II)In the event of a decrease in the number of issued common share
After the stock warrants 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 (the adjusted
subscription shall be rounded down to the nearest tenth of one New
Taiwan Dollar):
Capital reduction to offset losses: Adjusted subscription price =
Subscription price prior to adjustment × (no. of issued shares before
capital reduction ÷ no. of issued shares after capital reduction)
Capital reduction with cash payment: Adjusted subscription price =
 (Subscription price prior to adjustment - cash refund per share) ×
(no. of issued shares before capital reduction ÷ no. of issued Shares
after capital reduction)
(1) The number of issued shares refers to the total number of issued
shares (including private ) of common stock, and the number of treasury
shares bought by the Company but not yet sold or transferred shall be
deducted.
(III)In the event of the issuance of cash dividends on common stock
After the stock warrants are issued, the subscription price shall be
subject to adjustment in accordance with the following formula in the
 case of cash dividend distribution for common shares, where the ratio
 of monetary value per share to current price per share exceeds 1.5%
(the adjusted subscription price shall be rounded down to the nearest
tenth of one New Taiwan Dollar):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:
(I)After the expiry of the subscription right of the shareholder, except
 for the following periods, the authorized shareholder may, in accordance
 with the provisions of Article 5 of these Measures, fill in the "Notice
of Exercise of Employees' Subscription Rights" and submit an application
to the Company's equity unit before 3:00 p.m. on the first working day of
 each week, and the effect of the subscription shall be generated upon
delivery, and the application shall not be revoked.
(1) The statutory period of suspension of transfer before the convening of
 the regular or temporary meeting of shareholders in the current year.
(2) The Company shall negotiate with the competent authorities the three
business days before the announcement of the cessation of the transfer of
ex-dividend, cash increase and capital reduction to the base date of the
distribution of rights.
(3) Other periods during which the transfer is stopped in accordance with
law.
(II) Upon confirmation of the full receipt of the shares, the Company
notifies the share agency to register the number of shares subscribed by
the Company in the Company's Shareholders' Register, and delivers the newly
 issued intangible ordinary shares of the Company in a pooled guarantee book
 within five business days, and buys and sells them at the securities firm's
 business office from the date of delivery.
(III) The Company shall issue new shares under these Measures and deliver
them to the subscribers, and will apply to the competent authority for
registration of the change in capital amount of the Company at the end of
each quarter.
15.Rights and obligations after exercising options:
The rights obligations are the same as those of the common stock of
the Company.
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:N/A
18.Other important terms and conditions:
(I)After the total number of units issued, the subscription price, the
distribution principle and the list of the subscribed rights holders of
 the "Subscription Certificate" have been approved by the Board of
Directors, the undertaking unit shall notify the shareholders.
(II) After notification, all shall comply with the confidentiality
requirements, shall not inform others of the relevant contents of the
case and personal rights and interests, and in the event of any
violation, the Company may revoke the employee's share recognition
certificate that it has not yet exercised.
(III) The "Warrant" and its interests may not be transferred (except
as the successor is not permitted), pledged, lent to others, or
otherwise disposed of.
(IV) In the event of gross negligence such as a breach of the
Company's labor contract or working rules after the Company has
granted the Warrant, the Company has the right to immediately
revoke the Warrant for which it has not yet exercised its right to
 exercise and the Warrant for Which it has not yet exercised.
19.Any other matters that need to be specified:
(I)The provisions of this Scheme shall be subject to the attendance
of more than two-thirds of the Directors of the Board and the consent
 of more than one-half of the Directors present, and shall be effective
 upon approval by the competent authorities, as shall be the case when
amended prior to issuance. If, during the submission review process,
amendments are required due to the requirements of the competent
authority's review, the Chairman is authorized to amend this Act and may
 not issue it until it is subsequently submitted to the Board for
retrospection.
(II) If there are any outstanding matters in this Law, they shall be
handled in accordance with the provisions of relevant laws and
regulations.

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