Release Date: July 24, 115 Statement Date: July 23, 115 Statement Time: 17:01:37 Company Code: 3036 Company Name: Win Enterprises Purpose: The company's board of directors has approved the issuance of the second employee stock option warrants for the 115th year. Applicable Clause: Clause 11 Factual Date: July 23, 115
Details: 1. Board Resolution Date: July 23, 115 2. Issuance Period: These employee stock option warrants may be issued once or in installments within two years from the date the regulatory authority's approval becomes effective, based on actual needs. The actual issuance date shall be determined by the Chairman. 3. Eligibility Criteria for Option Holders: Full-time employees at the company and its domestic and overseas subsidiaries who meet specific job levels or have made special contributions, as of the eligibility benchmark date. The definition of subsidiary follows the standards set by the Financial Supervisory Commission's Notice No. 1070121068 dated December 27, 107. The eligibility benchmark date shall be determined by the Chairman. The actual list of eligible employees and their allocated quantities will be determined based on seniority, job level, performance, overall contribution, or special achievements, subject to approval by the Chairman, and processed according to the following review procedures: a. Employees who are managers or directors of the company must first obtain approval from the company’s Compensation Committee, followed by board resolution. b. Employees who are not managers of the company must first obtain approval from the company’s Audit Committee, followed by board resolution. For any individual employee, the cumulative number of shares eligible under employee stock option warrants issued under Rule 56-1(1) of the Fundraising and Issuance Guidelines (where exercise price is below the closing price of the underlying stock on the issuance date), plus the cumulative number of restricted employee shares acquired, shall not exceed 0.3% of the total issued shares. Additionally, when combined with shares granted under Rule 56(1) (where exercise price is not below the closing price), the total shall not exceed 1% of the total issued shares. However, if specially approved by the competent central authority, a single employee may exceed these ratios. 4. Total Number of Units to be Issued: 12,000,000 units. 5. Number of Shares 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: 12,000,000 shares. 7. Exercise Price: The closing price of the company’s common stock on the issuance date shall be the exercise price. 8. Exercise Period: a. The validity period of these employee stock option warrants is seven years. During this period, the warrants may not be pledged, transferred, gifted, or otherwise disposed of, except in cases of inheritance. Upon expiration, unexercised warrants shall be deemed abandoned, and the holder may no longer claim exercise rights. b. Option holders may exercise their rights after three full years from the grant date, according to the following schedule: Years Since Grant Maximum Cumulative Exercise Ratio 3 years 30% 4 years 60% 5 years 100% c. If an option holder commits intentional or grossly negligent violations of the labor contract or company rules, the company has the right to reclaim and cancel unexercisable warrants. 9. Type of Shares to be Subscribed: Common shares of the company. 10. Handling upon Employee Resignation or Inheritance: a. Resignation (including voluntary resignation, layoff, and dismissal): Warrants that are exercisable must be exercised within one month from the resignation date; failure to do so will result in forfeiture. However, if the non-exercise period under Clause 8(b) applies, the exercise period may be extended accordingly, but not beyond the warrant’s validity period. Unexercisable warrants shall become void immediately upon resignation. b. Leave of Absence with Salary Suspended: For option holders approved for unpaid leave, exercisable warrants must be exercised within one month from the start of leave. If the non-exercise period under Clause 8(b) applies, the exercise period may be extended accordingly, but not beyond the validity period. Unexercisable warrants shall be reinstated upon return to work, but the exercise schedule shall be extended by the duration of the leave, within the warrant’s validity period. c. Retirement: Exercisable warrants must be exercised within one month from retirement; otherwise, they are forfeited. Extension applies under Clause 8(b), but not beyond the validity period. Unexercisable warrants become void upon retirement. d. Death: Exercisable warrants may be exercised by legal heirs within one year from the date of death, after completing inheritance procedures. Failure to exercise results in forfeiture. Extension applies under Clause 8(b), but not beyond the validity period. Unexercisable warrants become void upon death. e. Transfer: 1. If an option holder transfers to an affiliated company, the warrants shall be handled as per resignation (a) above. 2. If the transfer to an affiliated company is due to company operational needs and approved by the company, the Chairman may approve continued exercise rights during the validity period. f. Others: For cases not covered above or requiring legal adjustments, the Chairman may individually determine or adjust based on actual circumstances. g. Failure to exercise within the specified period shall result in forfeiture of rights. 11. Other Exercise Conditions: a. For option holders with exceptional contributions, the Chairman may specially approve extensions of exercise rights beyond standard timelines, excluding the application of Clause 10(iv)’s exercise period and expiration, within the warrant’s validity period. However, exercise is still only permitted after three years from grant, and may exceed the scheduled exercise ratio limits under Clause 8(b)(ii). Such specially approved warrants must be reported to the board afterward. b. Forfeited warrants shall be canceled and not reissued. 12. Settlement Method: a. New shares shall be issued via book-entry transfer without physical certificates, and in accordance with Article 161(1) of the Company Act, shares shall be issued first, followed by capital registration changes. b. For employees of overseas subsidiaries, shares shall be delivered to the “Employee Collective Investment Account” opened by the subsidiary at a custodian institution. This account is restricted to selling shares acquired through exercise of securities rights or distributions, and cannot be used for other securities transactions. 13. Adjustment of Exercise Price: a. After issuance, except for conversions of convertible securities or new share issuances for employee compensation, if the company increases its issued common shares (including cash增资, surplus capitalization, capital reserve capitalization, mergers, stock splits, or cash增资 for overseas depository receipts), the exercise price shall be adjusted using the following formula, rounded to the nearest NT$0.1 (rounding down below $0.05). Adjustments shall be made on the ex-right date for new share issuance. For face value changes, adjustments occur on the new share exchange date. If actual payment is involved, adjustment occurs on the payment completion date. If the adjusted exercise price exceeds the pre-adjustment price, no adjustment shall be made.
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- Source: PR Times
- Category: Funding