Release Date: July 9, 115 Statement Date: July 8, 115 Statement Time: 16:32:08 Company Code: 6282 Company Name: Kangsu Subject: Announcement on behalf of important subsidiary Kangyue Technology Co., Ltd. regarding board resolution approving the 115th annual employee stock option plan (1) Applicable Clause: Clause 11 Factual Date: July 8, 115 Details: 1. Board Resolution Date: 07/08/115 2. Issuance Period: After board approval of this stock option issuance and subscription rules, the board may grant stock options once or in multiple tranches as needed. No further grants shall be made 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 directly or indirectly held subsidiaries (over 50% ownership) who have significant influence, hold key leadership roles, and substantially contribute to IPO execution and long-term value creation. 4. Total Number of Employee Stock Option Units to be Issued: 4,636,331 units 5. Number of Shares Subscribable per 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. Subscription Price: Determined by the board at the time of grant using a reasonable valuation method, and shall not be lower than the fair market value of the company's common stock as determined by such method. 8. Option Exercise Period: The stock option certificate shall remain valid for eight years from the grant date. It is non-transferable, except in the case of inheritance. 9. Type of Shares to be Subscribed: 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 ninety calendar days from the effective date of resignation; failure to do so shall be deemed unconditional forfeiture. (b) Unvested options shall become void as of 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 ninety calendar days from the effective date of retirement or inability to continue employment; failure to do so shall be deemed unconditional forfeiture. (b) Unvested options shall become void as of the effective date of retirement or inability to continue employment. (3) Death: (a) Vested options may be exercised by legal heirs within one hundred eighty calendar days from the date of the option holder's death; failure to do so shall be deemed unconditional forfeiture. (b) Unvested options shall become void as of the date of the option holder's death. (4) Leave of Absence with Salary Suspension: For approved leave of absence (including under government regulations, major illness, or significant family events), the treatment of stock options shall follow the rules for voluntary resignation and shall apply from the effective date of the leave. (5) Dismissal or Termination: Regardless of vesting status, the stock option shall be unconditionally forfeited and void as of the effective date of dismissal or termination. (6) Transfer: (a) If the option holder voluntarily transfers to an affiliate or another company, the treatment shall follow the rules for voluntary resignation. (b) If transferred to a subsidiary or affiliate at the company's request and approved by the Chairman, the stock option rights shall 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, exercisable conditions, early exercise conditions, post-exercise share restrictions, or other handling criteria, and include such conditions in the relevant grant notice or stock option agreement: 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 stock option shall be determined based on the company's 'IPO-adjusted market value.' 'IPO-adjusted market value' refers to the average closing market value (closing price multiplied by total number of common shares) over the first fifteen trading days after IPO completion, minus the proceeds raised from new shares issued in the IPO. c. EBITDA Condition: Starting from January 1, 2026, the cumulative EBITDA in any four consecutive fiscal quarters, as audited or reviewed by external accountants, shall reach over USD 60 million. For the purpose of 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 Subscription Price: If the number of issued shares changes due to stock splits, stock consolidations, bonus issues, capital reserve capitalization, or other capital structure changes without consideration, the board may proportionally adjust: (1) the total number of shares underlying options issuable under this plan; (2) the number of shares underlying unexercised options; (3) the subscription price. Such adjustments shall aim to maintain the overall economic value of the options and shall not increase the overall economic benefit to the option holder, and shall be determined at the board's discretion. Dilution due to cash增资 or other consideration-based new share issuances is not subject to adjustment under this clause. 14. Procedure for Exercising Stock Options: Exercise of stock options shall be initiated by the option holder completing an application form and submitting it to the company's share transfer agent (or the company). Upon receipt, the share transfer agent (or the company) shall notify the option holder to deposit the subscription payment into the company's designated bank account within a specified period. Once the payment is completed, the exercise shall be final and irrevocable. Failure to pay within the deadline shall be deemed a withdrawal of the subscription application. 15. Rights and Obligations after Subscription: The rights and obligations of shares acquired through subscription 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 (on-exchange or off-exchange) shall be subject to restrictions under the company's articles of incorporation, this plan, and relevant laws and regulations. 16. Conversion, Exchange, or Subscription Benchmark Date: None 17. Potential Equity Dilution from Conversion, Exchange, or Subscription: Not applicable 18. Other Important Agreements: This plan shall take effect upon board approval. Subsequent amendments required due to changes in laws or regulatory requirements 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 regulations, and board resolutions. The board shall have the final authority to interpret this plan. If the company undertakes share conversion, merger, split, establishment of a holding company, or other organizational restructuring to change the IPO location outside Taiwan, the board may resolve that the post-restructuring IPO entity or newly established holding company shall succeed, replace, or convert the stock options under this plan. This plan is independent of the company's other employee stock option plans and, unless otherwise specified, shall not be combined or treated as the same plan. This plan is executed in both Chinese and English. In case of discrepancies between the Chinese and English versions, the English version shall prevail. 19. Other Matters to be Disclosed: None
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- Source: PR Times
- Category: News