1. Board Resolution Date: 115/07/08

2. Issuance Period: After the board resolves to approve the issuance and subscription terms of this employee stock option certificate, the board may grant the option certificates once or in multiple tranches according to actual needs. No further option certificates may be granted under this plan after three years from the effective date of the plan or upon completion of the company’s initial public offering (IPO), whichever occurs earlier.

3. Eligibility Criteria for Option Holders: Limited to employees of the company and its direct (indirect) subsidiaries in which the company holds more than 50% equity, who have significant influence on the company, play key leadership roles, and substantially contribute to the execution of the IPO and long-term value creation.

4. Total Number of Issued Option Units: 4,636,331 units

5. Number of Shares Subscribable per Option Unit: 1 share

6. Total Number of New Shares to be Issued upon Exercise or Shares to be Repurchased under Article 28-2 of the Securities and Exchange Act: 4,636,331 shares

7. Exercise Price: To be determined by the board at the time of grant using a reasonable valuation method, and must not be lower than the fair market value of the company’s common stock as determined by such method.

8. Exercise Right Period: The option certificate shall remain valid for eight years from the date of grant. Transfer is prohibited, except in cases of inheritance.

9. Type of Shares for Subscription: Common shares of the company.

10. Handling upon Employee Resignation or Inheritance: (1) Voluntary Resignation: (a) For vested options, the option holder must exercise within 90 calendar days from the effective date of resignation; failure to exercise within this period shall be deemed an unconditional waiver. (b) Unvested options shall become void immediately upon the effective date of resignation. (2) Retirement or Inability to Continue Employment due to Disability: (a) For vested options, the option holder must exercise within 90 calendar days from the effective date of retirement or inability to continue employment; failure to exercise shall be deemed an unconditional waiver. (b) Unvested options shall become void immediately. (3) Death: (a) Vested options may be exercised by legal heirs within 180 calendar days from the date of the option holder’s death; failure to exercise shall be deemed an unconditional waiver. (b) Unvested options shall become void immediately upon death. (4) Leave of Absence: For approved leaves of absence (including those under government regulations, major illness, or significant family events), the treatment of options shall follow the provisions for voluntary resignation, effective from the start date of the leave. (5) Dismissal or Termination: Regardless of vesting status, all options shall be unconditionally waived and void upon the effective date of dismissal or termination. (6) Transfer: (a) If the option holder voluntarily transfers to an affiliate or another company, the treatment follows the voluntary resignation rules. (b) If transferred at the company’s request to a subsidiary or affiliate and approved by the Chairman, the option rights remain unaffected.

11. Other Subscription Conditions: The board may, based on individual grant circumstances, designate one or more of the following conditions as vesting conditions, exercisability conditions, early exercise conditions, post-exercise share restrictions, or other handling criteria, and include such conditions in the relevant grant notices or option agreements. a. IPO Condition: Successful initial public offering and listing of the company’s shares on the Taiwan Stock Exchange or another internationally recognized capital market. b. Market Value Condition: The vesting ratio of the options shall be determined by the company’s “IPO-adjusted market value.” “IPO-adjusted market value” refers to the average closing market value over the first fifteen trading days after IPO (closing price multiplied by total number of common shares), minus the proceeds raised from new shares issued in the IPO. c. EBITDA Condition: From January 1, 2026, cumulative EBITDA in any four consecutive fiscal quarters, as audited or reviewed by external accountants, must exceed USD 60 million. For this calculation, EBITDA shall exclude: (a) non-cash expenses arising from share-based employee compensation; and (b) one-time expenses related to listing, fundraising transactions, or organizational restructuring approved by the board, but shall include all other operating costs and expenses.

12. Performance Method: Delivery through issuance of new shares by the company.

13. Adjustment of Exercise Price: If the company undergoes stock splits, stock consolidations, bonus issues, capital reserve capitalization, or other capital structure changes without consideration that alter the number of issued shares, the board may proportionally adjust: (1) the total number of shares underlying the options issuable under this plan; (2) the number of shares underlying unexercised options; and (3) the exercise price, to maintain the overall economic value of the options. Such adjustments shall not increase the overall economic benefit to the option holders and shall be determined at the board’s discretion. Dilution resulting from cash capital increases or other consideration-based new share issuances is not subject to adjustment under this clause.

14. Procedure for Exercising Options: Exercise of options must be initiated by the option holder submitting a completed application form to the company’s share transfer agent (or the company). Upon receipt, the agent (or company) shall notify the option holder to deposit the subscription payment into the company’s designated bank account within a specified period. Once payment is completed, the exercise is final and irrevocable. Failure to pay within the deadline shall be deemed a withdrawal of the application.

15. Rights and Obligations after Subscription: The rights and obligations shall be the same as the company’s issued common shares. However, shares acquired under this plan prior to the company’s public offering or listing shall be subject to restrictions under the company’s articles of incorporation, this plan, and relevant laws.

16. Conversion, Exchange, or Subscription Benchmark Date: Not applicable

17. Potential Equity Dilution from Conversion, Exchange, or Subscription: Not applicable

18. Other Important Agreements: This plan takes effect upon board approval. If amendments are required due to changes in laws or regulatory requirements, they may be made by board resolution. Matters not covered by this plan shall be governed by the company’s articles of incorporation, relevant laws, and board resolutions. The board shall have the final authority to interpret this plan. If the company undertakes share conversion, merger, spin-off, establishment of a holding company, or other restructuring to change the IPO location outside Taiwan, the board may resolve that the post-restructuring IPO entity or newly established holding company shall assume, replace, or convert the options under this plan. This plan is independent of the company’s other employee stock option plans and, unless otherwise specified, shall not be aggregated or treated as the same plan. This plan is executed in both Chinese and English; in case of inconsistency, the English version shall prevail.

19. Other Matters to be Disclosed: None

FACT BOX

  • Source: PR Times
  • Category: News
  • Dates in source: 115/07/08