EirGenix : Announcement of the Board of Directors Resolution on the first issuance of new shares for employee restricted stock awards in 2022.

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Provided by: EirGenix Inc.
SEQ_NO	5	Date of announcement	2022/03/22	Time of announcement	21:51:09
Subject	Announcement of the Board of Directors Resolution on the first issuance of new shares for employee restricted stock awards in 2022.
Date of events	2022/03/22	To which item it meets	paragraph 11
Statement	1.Resolution date of the board of directors:2022/03/22 2.Expected issue price: Grants will be made free of charge. 3.Expected total amount (shares) of issuance: 850,000 common shares, each with a par value of NT$10. The actual number of shares to be issued will be resolved by the Board of Directors after the issuance of employee restricted stock awards ("RSAs") is approved at the shareholders' meeting and by the competent authority. 4.Vesting conditions: Employee must remain employed by the Company on the last date of each vesting period. During the vesting period, the employee may not breach any agreement with the company or violate the Company's employment agreement, service agreement, trust agreement, company governance best practice principles, ethical corporate management best practice principles, work rules, non-compete and non-disclosure agreement of the Company, or any agreement with the Company. Certain employee performance metrics and the Company's business performance metrics are to be met in the Employee Restricted Stock Awards Rules. Condition A: Shares for employees on the job for the whole calendar year will be granted 100% at the end of the year. Condition B: Shares for employees on-board in the year will be granted 100% when being on the job for 1 year. 5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: Where an executive fails to meet the vesting conditions, the Company will reclaim the granted RSAs and cancel the same at no extra cost to the Company; for exceptional events, including but not limited to inheritance, the Company will take measures as set forth in the Employee Restricted Stock Awards Rules. 6.Other issuance criteria: As set forth in the Employee Restricted Stock Awards Rules. 7.Qualification criteria for employees: Only the Company's and controlling and subordinate company's regular employees who are already employed on the date that RSAs are granted. The term" controlling and subordinate company" is recognized in accordance with the standard from Financial Supervisory Commission (official letter No.1070121068). 8.The reason the current issuance of RSA is necessary: To attract and retain talents and to encourage employees who contribute to the company's major operation goals. 9.Calculated expense amount: The total expenses are preliminarily estimated at approximately NT$88.205 million based on EirGenix 's outstanding shares of 302,349,000 shares and 850,000 shares to be granted as RSAs, the average closing price of NT$103.77 per share in February 2022, and the calculation by the valuation model. The expenses are preliminarily estimated at approximately NT$66.413 million and NT$21.792 million from 2022 to 2023, respectively. Actual expenses will be calculated by the fair value on the given date and after recognizing related expenses in installments during the vested period. 10.Dilution of the Company's earnings per share (EPS): For the Company issuing RSAs, representing 0.28% of an aggregate number of all shares issued, the potential impact from the above-mentioned expenses to the Company's EPS is preliminarily estimated at approximately NT$0.219 and NT$0.072 from 2022 to 2023, respectively. 11.Other matters affecting shareholder's equity: There is no material impact on shareholders' equity. 12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for: A.During the vesting period, the employee may not sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of RSAs. B.Voting rights in Shareholders' Meeting: The same as common stock. C.Dividend: The same as common stock. 13.Other important terms and conditions (including stock trust custody, etc.): Granted RSAs will be deposited in a stock trust custody account. 14.Any other matters that need to be specified: If any revision or adjustment has to be made due to any instruction of the competent authority or amendment to the laws and regulations, then it is proposed that the Annual Shareholders' Meeting authorize the Board of Directors or the person authorized by the Board of Directors to handle all relevant matters regarding the granting of the RSAs.