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

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Provided by: Excelliance MOS Corporation
SEQ_NO	1	Date of announcement	2022/07/27	Time of announcement	17:32:48
Subject	The Company's Board of Directors resolved to issue employee stock warrants
Date of events	2022/07/27	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/07/27 2.Issue period: Within two year(according to the notice from financial Supervisory Commission 2022.05.18 No. 1110381867)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: It is limited to the full-time full-time employees who are on duty on the stock subscription qualification base date, and the chairman is authorized to decide on the stock subscription qualification base date. The employees who are awarded with stock options and the no. of such options awarded will be determined by the President, with consideration given to factors such as seniority, position, performance, overall contribution, specific achievements, and other conditions necessary for management. For employees who hold management positions, these shall first be reported to the Remuneration Committee, and upon approval, submitted to the Board of Directors for resolution as general employees. Non-manager employees should be reported to the Audit Committee for consideration. Pursuant to Article 60 of Regulation 56 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall apply mutatis mutandis, the cumulative no. of shares a single employee can subscribe for by exercising the options granted to him/her, 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 combi nation with the cumulative no. of shares a single optionee can subscribe for by exercising the stock warrants granted under Paragraph 1, Article 56 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall not exceed 1% of the total issued shares. 4.Number of total issued units of the employee stock warrants:2,000,000 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: The total number of new shares to be issued for the exercise of these options shall be 2,000,000 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: 1.Optionees may exercise their options, respectively, after two years have elapsed since the granting of the stock warrants. The duration of these stock warrants shall be four years. The stock warrants may not be transferred, pledged, assigned as a gift, or otherwise disposed by the optionee, except by inheritance. And once this period has elapsed, any options which have not been exercised shall be cancelled. 2.Grant Period of Stock Warrants/Proportion of exercisable options (Accumulated) After 2 years /40% After 3 years /100% 3.The Company shall have the right to forfeit and cancel stock warrants for which rights have not been vested or exercised yet in the event that the optionee violates his/her employment contract, service agreement or work rules after the stock warrants have been granted by the Company. 9.Types of shares which may be subscribed for: Common shares of the Company. 10.Handling method for employee resignation/inheritance: 1.Voluntary resignation, discharge: For a warrant that has exercised rights, its exercise rights will be lost on the effective date of the resignation of the warrantee; warrants that have not exercised rights will become invalid from the date of resignation. 2.Retirement: Warrants with exercisable rights can be exercised within one month from the date of retirement; warrants with unexercised rights become invalid from the date of retirement. 3.Leave Without Pay: Any stock option holder who has been approved by the company to apply for suspension without pay, has a certificate of stock option to exercise his rights, and can exercise his stock subscription rights within one month from the starting date of suspension without pay. The right to exercise the stock option will be resumed on the day of reinstatement; for the stock option certificate without the right to exercise, the right will be resumed from the day of reinstatement, but still limited to the duration of this stock option certificate. 4.Death: When an employee loses his/her life after having been granted stock options, the heir of such optionee may exercise the options within 1 year. Unexercised share warrants shall become invalid on the date of death. 5.Disability or Death Caused by Work Injury： (1) For persons who are unable to continue their employment due to physical disabilities due to occupational accidents, the stock option certificate that has been granted shall be valid for two years from the date of resignation or from the expiry of the grant of the stock option certificate (whichever is shorter). Whichever is later) shall be exercised within one year, and shall not be subject to the restriction on the exercisable share subscription ratio upon expiration of the relevant time schedule in Paragraph 2 of this Article. (2) In the event of death due to occupational accident, the granted stock option certificate shall be exercised by the heir within one year from the date of death of the stock option holder or the expiration of two years from the expiration of the granted stock option certificate (whichever is later), and is not subject to the restriction on the exercisable share subscription ratio at the expiration of the relevant time schedule in Paragraph 2 of this Article. 6.Dismissal/severance: (1) Dismissal or dismissal in accordance with Article 12 of the Labor Standards Act: The warrants for which the rights have been exercised and those that have not been exercised shall become invalid from the effective date of termination of the labor contract. (2) Those who are not laid off in accordance with Article 12 of the Labor Standards Act: The share option certificate with the exercise right can be exercised within one month from the effective date of the termination of the labor contract; the share option certificate without the exercise right, It will expire from the effective date of termination of the labor contract. 7.Transfer: If a subscriber is transferred to a related enterprise or other company, his stock warrant certificate should be handled in the same way as a resigned employee. However, for those who are mobilized at the request of the company, the chairman of the board may, within the timetable for exercising the rights, examine and approve the rights and exercise time limit. 8.Other termination of employment relationship: In addition to the above reasons, for other unscheduled termination of employment relationship or adjustment of employment relationship, the chairman of the board shall check and approve the stock subscription rights and exercise time limit, and then report to the board of directors for ratification. 9.If the stock option holder or his successor fails to exercise the stock option within the above-mentioned period, it shall be deemed to have waived the stock option right. 11.Other criteria for subscription:None. 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: (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 (includingcash 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.If it is a stock split, it will be the split base date; if it is a merger or transfer of capital increase, it will be adjusted on the merger or transfer base date; The ex-rights base date shall be adjusted on the date of full payment of shares; if it is a cash capital increase handled by private placement, it shall be adjusted on the delivery date of the private placement securities. 2.No. of issued shares refers to total no. of issued common shares minus the no.of treasury shares repurchased by the Company. 3.In the event of gratuitous distribution of shares or stock divide, the paid purchase price per share shall be zero. 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 consecutive business days starting from the forty-fifth business day before the base date. 5.The 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. 6.If the adjusted subscription price is higher than the subscription price prior to adjust ment, the subscription price shall not be adjusted. (II)After th e 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 a djusted subscription shall be rounded down to the nearest tenth of one New Taiwan Dollar): 1.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) 2.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) (III)After the stock wa rrants 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) 1.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. 2.In the event that the subscription price needs to be adjusted, the management department will adjust it according to the above formula, and it will be approved by the chairman, and there is no need to send it to the board of directors for resolution. 3.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: (I) Except for the periods specified below, optionees may exercise their options within the scope stipulated in Paragrp ah (2), Article 5 of these regulations by applying with the Company. 1.The statutory book closure period before the shareholders meeting of the current year. 2.The period from three business days prior to the date when the Company applies with TWSE for the book closure date for gratuitous distribution of stock dividends, book closure date for cash dividends, or subscription book closure date for cash capital increase, up until the record date for distribution of rights and interests. 3.The period from the record date of capital reduction to the day immediately prior to the trading day after replacement of shares and capital reduction. (II) Upon receipt of the exercise request, the Company shall inform the optionee to make payment for shares to the designated bank within the designated period. Any delayed payment shall be deemed as a waiver of subscription rights for the said request,and no share s shall be deemed as subscribed for by this request without payment. The optionee shall once again file a request. Once the optionee has performed payment, subscription payment cannot be revoked. (III) Upon confirmation of sufficient payment for shares, the Comp any shall instruct the stock transfer agent of the Company to register the no. of shares subscribed for by the employee and his/her name in the shareholders' roster, and shall issue the new shares to such optionee through depository book entry transfer wit hin five business days. The aforementioned common shares shall be TWSE listed and ready for trade upon the date of delivery to the optionee. (IV) The Company shall announce the no. of shares issued upon exercise of employee stock warrants for the previ ous quarter within fifteen days of the end of a quarter, and complete amendment registration for amount of subscribed shares and capital with the competent authority in which the Company is registered. 15.Rights and obligations after exercising options: The rights and obligations of the common shares delivered according to these regulations shall be the same as those for the Company's common shares. The taxes for shares subscribed for by the optionee according to these regulations and from their trading shall be governed by related tax regulations of 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:N/A 18.Other important terms and conditions: (I) Confidentiality regulations: After stock warrants are granted to optionees, optionees shall abide by confidentiality regulations and shall not disclose related contents and the no. of stock warrants granted unless otherwise requested by law or the competent authority. If there is any violation, the company has the right to withdraw and cancel the share warrant certificate that it has not yet exercised. (II) 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. (III) 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.