ASolid Technology : The Company's Board of Directors resolved to issue employee stock warrants

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Provided by: ASolid Technology Co., Ltd
SEQ_NO	5	Date of announcement	2022/03/18	Time of announcement	13:35:07
Subject	The Company's Board of Directors resolved to issue employee stock warrants
Date of events	2022/03/18	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/18 2.Issue period: Within one year since the date of receipt for notice of the competent authority's approval and effectiveness; issued at once or in tranches depending on actual requirements. The Chairman is authorized to determine the actual issue date. 3.Eligibility criteria for optionees: (1)Full-time or part-time employees of the Company and a domestic or foreign company which has the controlling or subordinate relationship with the Company as of the Grant Date.( accordance with Financial Supervisory Commission Order Ref. No. 1070121068 Date: 2018.12.27) A.Full-time employee means a person employed by the Company or a domestic or foreign company which has the controlling or subordinate relationship with the Company, who undertakes the assignment and gets paid regularly according to his/her employment contract. B.Part-time employee means a person employed by the Company or a domestic or foreign company which has the controlling or subordinate relationship with the Company on an hourly basis, short-term basis (works fewer than the standard working hours per week) or for a specific project and get paid on a daily, hourly or project rate according to his/her fixed term employment contract. (2)The base date of stock subscription eligibility is determined by the chairman authorized by the board of directors. (3)The Chairman shall determine the employees who are entitled to the options and the no. of options to be granted after taking into consideration factors including but not limited to work experience, seniority, position,work performance and overall contribution or specific achievements, and then submit the decision to the Board of Directors for approval.Employee who also serves as a member of the Board and/or a managerial officer,requires a prior approval from the Compensation Committee before submitting to the Board for approval. (4)The cumulative no. of shares a single employee can subscribe for by exercising the options granted to him/her by the Company under Paragraph 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (the "Regulations Governing Offering and Issuance"), 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 combination with the cumulative no. of shares such employee can subscribe for by exercising the stock warrants granted under Paragraph 1, Article 56 shall not exceed 1% of the total issued shares. 4.Number of total issued units of the employee stock warrants:3,000 units 5.Number of shares each stock warrant unit may subscribe for: Each stock warrant unit may subscribe for 1,000 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 3,000,000 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 2 years have elapsed since the granting of the stock warrants. The duration of these stock warrants shall be 5 years. The stock warrants may not be transferred, pledged ,assigned as a gift, or otherwise disposed by the optionee, except by inheritance.Once duration has elapsed,rights for options that have not been exercised shall be deemd as waived, and optionees may no longer claim right to exercise their subsciption rights. (2)Grant Period of Stock Warrants Proportion of exercisable options with the following table Grant Period of Stock Warrants Proportion of exercisable options(Accumulated) After 2 years 50% After 3 years 75% After 4 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 The vested stock warrants may be exercised to the exercisable extent before the date of resignation. All rights for unvested stock warrants shall be deemed as waived upon the date of resignation. (2)discharge If the stock option holder violates the labor contract or work rules and other gross negligence and is discharge by the company, the stock option certificate he has given will be deemed to have waived the stock option right on the day of discharge. (3)retirement For the granted stock warrants, the emoployee can exercise all the rights to execute the shares upon retirement unless the sotck warrants is limited to be exercised after two years. Thus, it is not subject to the limit of the proportion of stock options that can be exercised at the end of the relevant time period in Paragraph 2 of the Plan. However,the right to subscribe for shares shall be exercisable within one year from the date of retirement or when two years have passed since the stock option were granted(mainly based on the later date), but may not exceed the duration of the stock warrants. (4)Death The vested sotck warrants may be exercised by the heir within one year from the date of death.Unvested stock warrants shall lose validity from the date of death. (5)Disability or Death Caused by Work Injury A.For those who are physically disabled and unable to continueworking due to occupational disasters, the given stock option certificate may exercise all stock option rights. Except that it should still be exercised two years after the certificate of stock option has been granted, there is no restriction on the proportion of stock options that can be exercised upon expiry of the time schedule in Item 2 of this article. The stock option right shall be exercised within one year from the date of resignation or from the expiration of two years after the stock option certificate was granted (whichever is later). B.For the options already vested to an employee died as a result of occupational hazards,such options may be exercisable on the date on which the heir acquires the right of inheritance.Except for the restriction that the subscription right may ve exercised after the 2nd anniversary of the options not yet vested are not subject to the subscription percentage restriction in Paragraph 2 of the Plan.Such options may be exercisable within one year after the date of death or after the 2nd anniversary of the issurance date of the option (whichever is later), up to the end of the Term. (6)Leave without pay According to the laws and regulations and due to personal illness, family accident, study abroad, etc., the employees who have been approved by the company on leave without pay and have the right to exercise the stock option can exercise the stock option within one month. The options can only be exercised after reinstatement. Share options that have not exercised their rights may be reinstated after reinstatement. If the suspension without pay is cancelled for any reason during the suspension period, it will be deemed to have waived all exercised andunexercised share options on the effective date of the cancellation. (7)severance package For stock options with exercise rights, the rights can be exercised within one month from the effective date of severance. Stock options that have not been exercised shall be deemed to have waived their rights from the effective date of severance, or the chairman of the board or his authorized supervisor may, within the timetable for exercising the rights in subparagraph (2) of this article, approve the right and time of the stock option. (8)Transfer When a subscriber is transferred to a related enterprise or other company, his stock options shall be handled in the same way as a resigned employee. However, if it is mobilized due to the company's request, the board of directors may determine its stock subscription rights and exercise time within the timetable for exercising the rights. (9)Options not exercised by the Optionee or his/her heir within the aforesaid period shall become null and void. 11.Other criteria for subscription:The handling method for stock warrants on which rights have been waived is that the Company shall cancel any stock warrants on which rights have been waived, and these shall not be issued again. 12.Method for performance of contract: (1)New common shares issued by the Company shall be delivered. (2)If the new shares are delivered to employees of foreign subsidiaries, they will be delivered to the "Employee Collective Investment Account" opened by the Company or the foreign subsidiary's custodian institution. The account is limited to selling stocks obtained by employees, and is not allowed to engage in other securities trading transactions. 13.Adjustment of subscription price: (1)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 (including private placement)，including increase in ordinary service shares, decrease in ordinary shares due to capital reduction not due to cancellation of treasury shares (including capital reduction to make up for losses and cash capital reduction) etc., the subscription price shall be adjusted in accordance with the following formula (rounded up to the nearest tenth of one NTD): 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) A.No. of issued shares refers to total no. of issued common shares minus the no. of treasury shares repurchased by the Company but not transferred or canceled. The number of shares excluding the certificate of bond-to-stock exchange right and the payment certificate of employee stock option certificate. B.In the event of gratuitous distribution of shares or stock divide, the paid purchase price per share shall be zero. C.If another company is merged and it is a surviving company, the "payment amount for each new share" is the simple arithmetic average of the closing price of the company's ordinary shares for 30 consecutive business days starting from the 45th business day before the merger base date.If the shares of another company are transferred and new shares are issued, the amount shall be the simple arithmetic average of the closing prices of the ordinary shares of the company for 30 consecutive business days from the 45th business day before the completion date of the transfer of shares. D.the adjusted subscription shall be rounded down to the nearest tenth of one New Taiwan Dollar. E.If the adjusted subscription price is higher than the subscription price prior to adjustment, the subscription price shall not be adjusted. F.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. (2)After the 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: 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) 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) (3)After the stock warrants 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(rounded up to the nearest tenth of one NTD) Adjusted subscription price = Subscription price prior to adjustment * (1 - cash dividends distributed per common share ÷ current price per share), 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. If cash dividends and stock dividends are issued at the same time (including capital increase by earnings and by capital surplus), the subscription price shall first be adjusted in accordance with the cash dividends and then with the stock dividends. A.If the adjusted subscription price is higher than the subscription price prior to adjustment, the subscription price shall not be adjusted. B.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: (1)Except during the statutory book closure period, They may exercise their rights in accordance with the schedule set out in these Measures, fill in the stock subscription request form, and file an application with the FAD. (2)After FAD accepts the stock subscription request, it shall notify the stockholders to pay the stock payment to the designated bank account within the time limit. After the subscription is paid, the subscription payment shall not be revoked. If the subscription is not paid within the time limit, the subscription right shall be waived. (3)Upon confirmation of sufficient payment for shares, the Company 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 within five business days. (4)The aforementioned common shares shall be TPEx-listed and ready for trade upon the date of delivery to the optionee. (5)Except for the periods specified below, optionees may exercise their options within the scope stipulated in Paragrpah (2), Article 5 of these regulations by applying with the Company's FAD. A.The statutory book closure period before the shareholder's meeting of the current year. B.The period from fifteen business days prior to the date when the Company applies with TPEx 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. C.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. D.Other statutory book closure period by law. (6)The Company shall announce the no. of shares issued upon exercise of employee stock warrants for the previous quarter within fifteen days of the end of a quarter, and complete change registration for amount of subscribed shares and capital with the competent authority in which the Company is registered. (7)If the above-mentioned warrantee is an employee of a foreign subsidiary, the agent in Taiwan shall act on his behalf. 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. 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:NA 18.Other important terms and conditions: (1)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. In case of violation, the company has the right to withdraw the unexercised share options and cancel them. (2)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. If amendments are required due to the requirements of the competent authority during the submission and review process, the chairman shall be authorized to revise these measures, and the issue shall not be issued until the board of directors ratifies and approves them. (3)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.