EirGenix : The Company’s Board of Directors Resolved to Issue Employee Stock Warrants.

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Provided by: EirGenix Inc.
SEQ_NO	5	Date of announcement	2022/08/11	Time of announcement	18:34:26
Subject	The Company's Board of Directors Resolved to Issue Employee Stock Warrants.
Date of events	2022/08/11	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/08/11 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 demands. The Chairman is authorized to determine the actual issue date. 3.Eligibility criteria for optionees: (1) Restricted to full-time employees of the Company, its domestic and foreign subsidiaries, and investee companies over which the Company has right of control. The term" controlling and subordinate company" is recognized in accordance with the standard from Financial Supervisory Commission (official letter No.1070121068). (2) The base date of the release date shall be determined by the chairman authorized by the board of directors. Optionee with the status of the company's manager or an employee who also serves as a director of the company should first submit to the Compensation Committee for approval, and then the board of directors'resolutions, if they do not have the company's manager or company's director status, they should first report to the Audit Committee for approval before submitting to the board of directors' resolution. (3) The Chairman shall determine the employees who are entitled to the options and the no. of options to be granted after taking into consideration factors including seniority, position, work performance and overall contribution or specific achievements, and then submit the decision to the Board of Directors for approval. (4) 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 new restricted employee shares 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. In addition, in accordance with Article 60-9 of the Issuer's Guidelines for Handling Securities Offering and Issuance, and subject to the approval of the central target business authority, a single employee may obtain the total number of employee Options and restricted employee rights of new shares, which may not be subject to the previous ratio limit. (5) The Company shall have the right to revoke and cancel any Option granted hereunder depending on the situation, whether vested or not, if the Optionee has any violating the employment agreement or employee handbook of the Company. 4.Number of total issued units of the employee stock warrants: 4,000 units. 5.Number of shares each stock warrant unit may subscribe for: Each stock warrant unit may subscribe for 1,000 common shares 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: The total number of new shares to be issued for the exercise of these options shall be 4,000,000 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: Optionees may exercise their options, respectively, after two years have elapsed since the granting of the stock warrants. The Options shall not be assigned except by inheritance. Duration for these stock warrants is 10 years, and once this period has elapsed, any options which have not been exercised shall be cancelled. Vesting and Exercisable Date Vesting Percentage (Accumulated) ------------------------------------------------------------------- After 2 years 50% After 3 years 75% After 4 years 100% 9.Types of shares which may be subscribed for: Common shares of the Company. 10.Handling method for employee resignation/inheritance: (1) Resignation (voluntary resignation and dismissal) Options that have the right to exercise their subscriptions may exercise their subscription rights within one month from the date of resignation. Those who fail to exercise their rights within the aforementioned period shall be deemed to have waived their subscription rights; options that do not have the right to exercise are deemed to have waived the right to subscribe on the day of resignation. (2) Leave of absence without Pay. For the Options already vested to the Optionee who takes leave of absence without pay under the approval of the Company due to following reasons, including without limitation, requirement of the laws and regulations, suffering from a dread disease, material change of family, study abroad, such Options may be exercised within one month from the date of leave of absence. For the Options not yet vested on the date of leave of absence, subject to the Term, the exercise period set forth herein shall suspend during the period of leave of absence without pay and shall be resumed after such Optionee's reinstatement. (3) Death. For Options that have the right to exercise the subscription, the successor shall exercise the subscription within six months from the date of the death of the subscription holder, those who fail to exercise their rights within the aforementioned period shall be deemed to have waived their subscription rights Options that do not have the right to exercise are deemed to have waived the right to subscribe on the day of death. (4) Disability or Death Resulting from Occupational Suffering. A. For the Options already vested on the job-leaving date of an Optionee who ceases to be an Employee because of disability as a result of occupational suffering, such Options, subject to the Term, may be exercised on the job-leaving date. In whole or in part, the Options that have not been vested; provided, the Options shall become exercisable, subject to the Term, within one month following the date of job-leaving or the date of 2nd month from the grant date thereof, whichever is later. B. For the Options already vested on the date of death of an Optionee who dies as a result of occupational suffering, such Options, subject to the Term, may be exercised by the heir on the date of Optionee's death. In whole or in part, the Options that have not been vested; provided, the Options shall become exercisable, subject to the Term, within six months following the date of the Optionee's death or the date of 2nd month from the grant date thereof, whichever is later. (5) Lay off. For the Options that are already vested on the date of job-leaving, such Optionee may exercise his or her Options within one month of the date of job-leaving. For the Options that are not vested on the date of job-leaving, the right of Optionee to exercise his or her Options to subscribe the Shares shall be deemed waived on the date of job-leaving or the chairman may, at his discretion, propose for the approval of the Board of Directors, to vest, in whole or in part, and the period to exercise the shares, the Options that have not been vested. (6) Transfer. If the employment relationship of the Optionee has been transferred to the Subsidiary, the rights and interests of the Options granted hereunder shall be handled by analogy to the procedure for the Job-Leaving. However, if the Optionee is transferred based on the Company's request, he/she may, after obtaining approval from the chairman, exercise his right to subscribe to the shares according to the following vesting schedule and subscription percentage set forth in Article 5, Paragraph 2 herein. (7) Retirement. For the Options already vested on the date of retirement, such Options, subject to the Term, may be exercised on the date of Optionee's retirement. In whole or in part, the Options that have not been vested; provided, the Options shall become exercisable, subject to the Term, within one month following the date of the Optionee's retirement or the date of 2nd month from the grant date thereof, whichever is later. (8) In case that the Optionee or his or her heir fails to exercise the right to subscribe the Shares within the aforesaid periods, it shall be deemed as a waiver of the unexercised Options. 11.Other criteria for subscription: No. 12.Method for performance of contract: The Company shall issue new Shares for the exercise of Options. 13.Adjustment of subscription price: (1) After the Options are granted, except the issuance of Shares upon the conversion of the securities which is convertible to Shares or issued along with Shares subscription warrants, Restricted Stock Awards or issued as employees bonus, if there is any change to the number of the Shares (including Cash Refund、Capital Reduction the issuance of new shares for cash, capitalization of retained earnings, capitalization of capital surplus, merger, acceptance of new shares issued by other companies, share split, private placement and the issuance of new shares for issuing overseas depositary receipts, etc.), the exercise price of each Option shall be adjusted in accordance with the following formula (the adjusted exercise price shall be rounded up to the nearest tenth of one New Taiwan Dollar.) and disclose the related information. It shall be adjusted on the base date of the new share issuance, but if there is an actual payment operation, the adjustment shall be made on the full payment date. Adjusted exercise price = Exercise price prior to adjustment x [total number of issued Shares + (paid purchase price per Share x total number of newly issued Shares) ÷ market price per Share] / (total number of issued Shares + total number of newly issued Shares) When the denomination of the stock is changed: Subscription price after adjustment = subscription price before adjustment × (The number of issued shares before the change in the denomination of the stock/ The number of issued shares after the change in the denomination of the stock) A.The number of issued and outstanding Shares shall mean the total number of issued and outstanding ordinary Shares and certificate of payment for shares, excluding number of Shares of bond conversion entitlement certificates, certificate of payment for stock option, and deducting treasury stocks which the Company has bought back but has not transferred or cancelled. B.In the event the new shares are distributed gratis or resulting from split of stocks, the payment amount per new share is zero. C.In the events of companies merging, transferring shares of other companies or stock split of the Company, the adjustment approach of the subscription price would be determined by the merger contract, the share transfer contract or the split plan and related laws and regulations. D.If any adjusted Exercise Price is higher than that before adjustment, no adjustment shall be made. E.The market price per Share shall be the simple arithmetic average of the closing price of the shares on the first, third or fifth business day immediately prior to the ex-dividend date, pricing base date and the date of Stock split. (2)After the Options are granted, the exercise price of each Option shall be subject to adjustment in accordance with the following formula (the adjusted exercise price shall be rounded up to the nearest tenth of one New Taiwan Dollar) in case of the Company's capital reduction not caused by the cancellation of treasure shares of the Company. If the number of common shares decreases due to a change in the denomination of the stock, it shall be adjusted on the base date of the new share issuance and disclose the related information. Capital Reduction to Wipe off the Accumulated Losses： Adjusted exercise price = Exercise price prior to adjustment × (total number of issued Shares before capital reduction ÷ total number of issued Shares after capital reduction) Cash Capital Reduction： Adjusted exercise price = (Exercise price prior to adjustment - (the cash amount refunded per share) × (total number of issued Shares before capital reduction÷ total number of issued Shares after capital reduction) When the denomination of the stock is changed： Subscription price after adjustment = Subscription price before adjustment × (Number of ordinary shares issued before the denomination of the stock / Number of ordinary shares issued after the denomination of the stock) (3) After the Options are granted, the exercise price of each Option shall be subject to adjustment in accordance with the following formula (the adjusted exercise price shall be rounded up to the nearest tenth of one New Taiwan Dollar) in the case of cash dividend distributed. Adjusted exercise price = Exercise price prior to adjustment x (1 - cash dividend per Share / market price per Share) The market price per Share shall be the simple arithmetic average of the closing price of Shares on the first, third or fifth business day immediately prior to the date when the Company announces that the Company's shareholders' register is closed as for cash dividends. (4) If the cash dividends and stock dividends are issued at the same time, the exercise price shall be adjusted in accordance with the cash dividends and then the stock dividends. (5) If the final adjusted subscription price is lower than the par value of common shares, the subscription price shall be the par value of common shares. 14.Procedures for exercising options: (1) In addition to the restrictions imposed by the below list and the legal suspension of the transfer period, Optionee may exercise the rights of stock subscriptions in accordance with these Measures and fill in the "Exercise Request Form" to apply to the company's stock agency. A. The statutory period for closing the Company's shareholders register before the annual general meeting. B. The company's free allotment stop transfer date, cash dividend stops transfer date, or from the fifteen business days before the transfer of the cash capital increase subscription ceases and ends on the base day for the distribution of rights. C. To determine the period from the three business days before the board of directors on the basis date of merger, division or base date of allotment in the current year to the base date of merger, division or base date of allotment of the current year. D. The capital reduction base date for the capital reduction is to be completed on the day before the start of the trading day of the capital reduction in exchange for stocks. E. Other statutory period of cessation of transfer based on facts. (2) After the receipt of the aforesaid exercise notice, the department in charge of stock options or the securities agent of the Company shall notify the Optionee to make payment for the Shares to a designated bank. Once the payment is made by the Optionee, the payment shall become irrevocable. Optionee doesn't make the payment in time, the options shall become null and void. (3) Upon confirmation of payments for the exercised Options, the Company shall instruct the stock agent of the Company to register the number of Shares subscribed by the Optionee and the name of such Optionee in the shareholders register and shall issue the new Shares to such Optionee through the book-entry system within five business days of the confirmation of payments. (4) The above-mentioned ordinary shares can be traded on the TPEx (market) from the day when the new shares are delivered to the subscribers. (5) Except as otherwise provided under the Applicable Laws and/or the Articles, the record date for the application of the issuance of the new Shares shall be the day approved by the Board of Directors. The Company will apply to the competent authority for registering the change in its share capital, as well as the issuance of the new Shares accordingly at once or in tranches depending on actual demands in one year. (6) The company will exchange the company's ordinary shares after the necessary procedures such as complete to the competent authority for registering the change in its share capital. 15.Rights and obligations after exercising options: The rights and obligations applicable to the Shares issued and delivered by the Company upon exercise of the Options shall be the same as that to the Shares of the Company. Any tax incurred from the subscription of Shares under this Plan and the transfer of such Shares by the Optionees shall be governed by applicable tax regulations prescribed by the competent authority. 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: Not applicable. 18.Other important terms and conditions: (1) After Options are granted to Optionees, the Optionees shall abide by the rules of confidentiality and shall not disclose any and all information relating to the contents and the number of Options granted unless otherwise requested by laws and regulations or the competent authorities. Any breach of the confidentiality obligation by the Optionee shall be revoked unvested Option granted hereunder. (2) During the Term, the Option may not be transferred, pledged, donated or otherwise disposed of, except by inheritance. 19.Any other matters that need to be specified: (1) This method shall be adopted after more than two-thirds of the directors of the board of directors are present and more than one-half of the directors present are approved and shall become effective after being reported to the competent authority, and the same shall apply when it is revised before the actual issuance. The company also authorizes the chairman of the board to revise the issuance and share subscription methods in response to the requirements of the competent authority during the review of the case, but the issuance can only be issued after the board of directors ratifies it. (2) If there are any issues that are not covered by this Plan, it is understood to be handled in accordance with relevant laws and regulations or the requirements of the competent authority.