ASPEED Technology : Announcement of the Board of Directors resolution on the issuance of Restricted Stock Awards

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Provided by: ASPEED TECHNOLOGY INC.
SEQ_NO	8	Date of announcement	2022/03/07	Time of announcement	18:26:02
Subject	Announcement of the Board of Directors resolution on the issuance of Restricted Stock Awards
Date of events	2022/03/07	To which item it meets	paragraph 11
Statement	1.Resolution date of the board of directors:2022/03/07 2.Expected issue price:Grants will be made free of charge. 3.Expected total amount (shares) of issuance: The number of shares to be issued will not exceed 60,000 common shares, with a par value of NT$10 per share. The actual number of shares to be issued will be resolved by the Board of Directors after the issuance of employee restricted stock awards ("RSAs") is approved at the shareholders' meeting and by the competent authority. 4.Vesting conditions: (1).The RSAs granted to an employee can only be vested if the employee remains employed by the company on the last date of each vesting period. During the vesting period, the employee may not breach any agreement including labor contract, work rules, non compete clause, and non disclosure agreement with the company, and certain employee performace metrics and the Company's business performance metrics are met. The maximum percentage of granted RSAs that may be vested shall be: -2023: 35% of the granted RSAs -2023 to 2024: 70% of the granted RSAs -2023 to 2025: 100% of the granted RSAs Provided that the actual percentage and number of the RSAs to be vested in each year will be caculated based on the achievement of employee performance and the Company's business performance metrics. The Company's operating target will be based on the growth rate of operating profit from 2021, and take settlement figures of 2021 as the caculating basis and performance period from 2022, 2023, to 2024. The operating profit growth rate can be settled across years and the number of vested shares caculated should be rounded down to the nearest intergal. (2).The index of the Company's operating target is operating profit growth rate. The mnumum vested share ratio is 1.8%, and the target value is 300%; the proportion of shares that reach the target value is 100%. Whether to reach the target value will be caculated based on unconfitionally round down method. If the performance does not reach the target value, the vested share ratio is caculated by the interpolation method and rounded to the percentile. The performance evaluation index shall be based on the consolidated financial statements audited and certified by accountants corresponding to each performance period. 5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: When an employee fails to meet the vesting conditions, the Company will reclaim the granted RSAs and cancel the same as no extra cost to the Company; all other matters shall be handled in accordance with the issuance regulations stipulated by the Company. 6.Other issuance criteria: As set forth in the Employee Restricted Stock Awards Rules. 7.Qualification criteria for employees: (1).Only the Company's employees who are employed as of the date of the granteing of the RSAs and who meet certain performance requirements. (2).The number of shares granted to eligible employees will be deretmined by Chairman and approved by the Board Directors by reference to the Company's business performance and the employee's job performance. If an employee is one of the Company's manager or Board director, the number of shares granted shall also approved by the numeration committee. (3).In accordance witht the Article 56-1, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers", the cumulative number of shares subscribed for employee stock option certificates and the cumulative total of new shares of employee restricted stock awards shall not exceed three thousandths of the total number of issued shares. Also, in accordance with the Article 56-1, Paragraph 1, the cumulative number of shares subscribed for employee stock option certificates and the number of shares subscribed by single employee shall no exceed one percent of the total number of issued shares. 8.The reason the current issuance of RSA is necessary: To attract and retain critical talents, and to motivate employees and enhance internal cohension, hence link their compensation with shareholders'interests. 9.Calculated expense amount: Based on the measurement specified in vesting conditions, the total expenses are preliminarily estimated at approximately NT$161,700 thousand which are estimated at approximately NT$25,266 thousand, NT$86,914 thousand, NT$37,393 thousand and NT$12,127 thousand from 2022 to 2025 respectively, assuming that the RSAs will be issued at the beginning of October 2022. 10.Dilution of the Company's earnings per share (EPS): Based on the Company's outstanding shares, the potential impact from above mentioned expenses to the Company's EPS is preliminarily estimated at approximately NT$0.74, NT$2.53, NT$1.09, and NT$0.35 from 2022 to 2025 respectively. The potential dilution of the Company's EPS is minimal; therefore, there is no material impact on shareholders' interest. 11.Other matters affecting shareholder's equity:NA 12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for: (1).During each vesting period, no employees granted RSAs, except for inheritance, may sell, pledge, transfer, give to another person, creat any encumbrance on, or otherwise dispose of, any shares under the unvested RSAs. (2).The rights to attend, propose, speak, and vote at the shareholders' meeting shall be entrused to the trust custodian institution for execution in accordance with the contract. (3).In addition to the restrictions on trust agreement aforesaid, employees who are allocated new shares with restricted employee rights can participate in allotment, dividend distribution and cash capital increase subscription. (4).The granted RSAs shall be delivered to the trust immediately once issued, and no request shall be made for returning the restricted employee RSAs for any reason until the vested conditions are fulfilled. 13.Other important terms and conditions (including stock trust custody, etc.): Granted RSAs will be deposited in a stock trust custody account. 14.Any other matters that need to be specified: (1).Regarding the granting of the RSAs, it shall be implemented after more than two-thirds of the directors attending the board of directors and more than one-half of the directors present agree and then report to the competent authority. If any revision or adjustment has to be made due to any instruction of the competent authority or amendment to the laws and regulations, the Company authorizes the Chairman to revise themethod of the granting of the RSAs, and submitting to the Board of Directors for retification then to publish. (2).Unless otherwise specified by law, in case of any thing not covered here will authorize to the Board of Directors or the person authorized by the Board of Directors to handle all relevant matters regarding the granting of the RSAs.