Cypress Technology : The Company’s Board of Directors resolved to issue 2022 employee stock warrants

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Provided by: Cypress Technology CO.,LTD.
SEQ_NO	5	Date of announcement	2022/03/23	Time of announcement	17:21:37
Subject	The Company's Board of Directors resolved to issue 2022 employee stock warrants
Date of events	2022/03/23	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/23 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: (1)Limited to full-time employees of the Company who are in a specific grade or who have made special contributions to the Company, as well as domestic and foreign subsidiaries whose shares are held by the Company directly (indirectly) to invest in businesses that exceed 50%. The definition of "subsidiary" shall be handled in accordance with the provisions of Letter No. 1070121068 issued bythe Financial Supervision and Administration Commission of the Executive Yuan on December 27, 2017. (2)The actual number of employees granted to the subscriber and the number of shares (the original company employees will take into account the performance of the work performance, overall contribution or special merit, and the new employees will be assessed by the department head for their future development potential), which will be approved by the chairman of the board and handled according to the following procedures: (a)The manager of the Company or an employee who is also a director of the Company shall first obtain the consent of the Remuneration Committee of the Company before submitting the resolution of the Board of Directors of the Company, and the employees of the controlling and subordinate companies who are both managers of the Company or directors of the Company shall also follow the foregoing procedures, with the consent of the Remuneration Committee of the Company and the resolution of the Board of Directors of the Company. (b)Employees of the Company, controlling and subordinate companies other than those referred to in (a). shall first obtain the consent of the Audit Committee of the Company before submitting the resolution of the Board of Directors of the Company. (3)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:1,200 units 5.Number of shares each stock warrant unit may subscribe for:1,000 shares 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:The total number of new shares to be issued for the exercise of these options shall be 1,200,000 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 warrants are issued. 8.Period of subscription rights: (1)Optionees may exercise their options, respectively, after two years have elapsed since the granting of the stock warrants. Duration for these stock warrants is 6 years. During this period of time, no pledge, transfer, gift or act of other means shall be allowed, except for the successor. Grant Period of Stock Warrants Proportion of exercisable options (Accumulated) After 2 years 50% After 3 years 100% 9.Types of shares which may be subscribed for:Common shares of the Company. 10.Handling method for employee resignation/inheritance: Please refer to the Chinese version of the Material Information on MOPS for details. 11.Other criteria for subscription:A subscriber or his or her successor who fails to exercise the option within the said period shall be deemed to have waived the right to subscribe. 12.Method for performance of contract:The Company shall issue new shares, which shall be delivered through non-physical book entry. 13.Adjustment of subscription price:Please refer to the Chinese version of the Material Information on MOPS for details. 14.Procedures for exercising options: (1)Except for the period of suspension of the transfer of the shares in accordance with the law and the period from the date of the announcement of the Company's agreement with the OTC or the TWSE on the announcement date of the announcement of the cessation of the transfer of the transfer of the rights without compensation, the date of the announcement of the announcement of the cessation of the transfer of cash dividends or the announcement of the cessation of the transfer of the cash capital and the ex-dividend date, and the period of the period ending on the basis date of the distribution of rights, during the period of exercise in accordance with article 6, and fill in the "subscription request form", apply to the company, and then apply to the company's stock office of the management department, the subscription shall be effective at the time of delivery and no application shall be revoked. (2)After the Company accepts the request for a subscription, it notifies the subscriber to pay for the shares at a designated bank after the review is complete, and the subscriber shall not cancel the subscription once the payment is complete. If the payment is overdue, it is deemed the option holder has waived his/her right to subscribe for shares. (3)After confirmation of full payment for the shares, the Company shall instruct its shareholder services agent to record the number of subscribed shares on the Company's shareholder list, and then deliver the newly issued ordinary shares of the Company within 5 business days by book-entry through the central depository. The shares are officially listed for trading from the date of delivery to the stock option holder. (4)Within 15 business days after the end of each quarter, the Company will apply to the competent authority for registration of the completed registration of the change in the capital amount of the subscribed shares. (5)When subscribing for common shares, if there is less than one share amount, the Company will pay it in cash. 15.Rights and obligations after exercising options: The rights and obligations of the newly issued common shares of the Company due to the delivery of the stock option payment certificate executed by the employees shall be 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:NA 18.Other important terms and conditions: (1)These regulations shall come into effect once they're approved by a majority vote in a Board of Directors meeting attended by two-thirds or more of the directors, and approval is granted by the competent authority upon reporting. The same shall apply for revisions after actual issuance. (2)Any other matters not set forth in these regulations shall be dealt with in accordance with the related laws and regulations. 19.Any other matters that need to be specified:None