Eslite Spectrum : The Company's Board of Directors resolved to issue Employee Restricted Stock Awards( RSAs).

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Provided by: Eslite Spectrum Corporation
SEQ_NO	3	Date of announcement	2022/03/29	Time of announcement	20:06:59
Subject	The Company's Board of Directors resolved to issue Employee Restricted Stock Awards( RSAs).
Date of events	2022/03/29	To which item it meets	paragraph 11
Statement	1.Resolution date of the board of directors:2022/03/29 2.Expected issue price:The shares are issued gratuitously. 3.Expected total amount (shares) of issuance:The total number of shares issued by the Company under this Plan shall not exceed 2,369 thousand common shares. 4.Vesting conditions: (1)Employee's continuous employment with the Company through the vesting dates, no violation on any terms of the Company's employment contract, working rules, non-compete, part-time prohibition, non-disclosure agreement of the Company or any other agreement with the Company, and have achieved both personal performance requirement and the Company's operating objectives set by the Company, proportions of the vesting shares to be granted for such employee on the vesting date each year is as follows: a.One year after granting:20% b.Two years after granting:20% c.Three years after granting:30% d.Four years after granting:30% The actual total number of shares vested will be calculated based on the achievement of personal performance requirement and the Company's operating objectives. The aforementioned vested ratios are rounded to the first decimal place. The number of shares so calculated should be rounded down to the nearest integral. (2)Personal performance requirement : Based on the assessment and rating of the first and second half of the year prior to the end of each vesting date, the vested ratio of the achievement of the individual performance evaluation objectives is calculated, and the calculation standard is accordance with the terms in the Employee Restricted Stock Awards Rules. (3)The Company's operating objectives: The indicators for the first and second years are the compliance rate of the total number of members and the target compliance rate of the number of non-repetitive consumption members; the indicators for the third and fourth years are the compliance rate of the total number of members, the target compliance rate of the number of non-repetitive consumption members and the achievement rate of departmental profits. Determination of fulfillment of the indicators will be based on the terms in the Employee Restricted Stock Awards Rules. 5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:The Company will redeem the issued restricted stock awards and cancel the shares when the vesting conditions are not achieved. Other related matters are as set forth in the Employee Restricted Stock Awards Rules. 6.Other issuance criteria:As set forth in the Employee Restricted Stock Awards Rules. 7.Qualification criteria for employees: (1)Full-time employees on the RSAs granted date, including employees of controlled or subordinate companies identified in accordance with the standards of Article 369-2 and article 369-3 of the Company Act. (2)The rules are specifically aimed at the technical personnel for programming language development and data mining required by the Company's operation and development strategy at the current stage. List of eligible employees and granted amount will be determined based on the job grades, work performance and contribution, honorable achievements and other necessary factors. The list will be proposed by the chairman and sent to the Board of Directors for approval. However, for employees who are managerial officers or the board members, the award of such shares is subject to approval from the Remuneration Committee. (3)Number of Employee granted with RSAs shall be regulated in accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers. 8.The reason the current issuance of RSA is necessary:To attract and retain talents, to strengthen a sense of belonging, and to foster the best interests of the Company and its shareholders, and further ensure the alignment of shareholders' interests with those of the Company's employees. 9.Calculated expense amount:The Company shall value the fair market value of shares and record expenses during the vesting period annually. Under the circumstance where all the vesting conditions have been fulfilled, The potential expense incurred is estimated at NT$143,822 thousand (based on the average closing common stock in February NT$60.71 per share). the annually expensed amount is estimated at NT$17,079 thousand, NT$61,124 thousand, NT$35,956 thousand,NT$21,573 thousand and NT$8,090 thousand form 2022 to 2026 respectively. 10.Dilution of the Company's earnings per share (EPS):Based on the existing outstanding ordinary shares potential dilution of EPS is estimated at NT$0.27, NT$0.98, NT$0.58, NT$0.35, and NT$0.13 from 2022 to 2026 respectively. 11.Other matters affecting shareholder's equity:None. 12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for:During the vesting period, employees may not sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of, any shares under the unvested RSAs. Other related matters are as set forth in the Employee Restricted Stock Awards Rules. 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:With respect to the issuance of RSAs , the relevant restrictions, important agreements, and any other matters not set forth here shall be dealt with in accordance with the applicable laws and regulations and the issuance rules set by the Company.