| Subject |
The board of directors of Oneness approved a resolution on issuance of the Restricted Stock Awards (RSA) of 2023. |
- Resolution date of the board of directors:2023/02/24
- Expected issue price:Issued for NT$30 per share.
- Expected total amount (shares) of issuance:There will be 1,500,000 common shares issued with a par value of NT$10 for each share, in a total of NT$15,000,000.
- Vesting conditions:
Oneness employees who meet the vesting conditions stipulated in the ”Procedures for Issuance of Restricted Stock Awards” without violating any of the aforesaid Procedures in the current year.
- Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:
(1)Upon failure to meet the vesting conditions of shares, such shares will be redeemed by the Company based on the issued price and will be canceled but the employees shall not be required to return or pay back the stock dividends and cash dividends therefrom. Any other matter shall be handled in accordance with the Procedures for Issuance of Restricted Stock Awards.
(2)In the event of resignation, leave without pay, death, transfer, etc., the RSA shall be handled in accordance with relevant regulations and the Procedures for Issuance of Restricted Stock Awards.
- Other issuance criteria:As set forth in the Procedures for Issuance of Restricted Stock Awards.
- Qualification criteria for employees:
(1)The RSA will be offered to the full-time employees only.
(2)The awarded employees and the number of shares shall be determined in accordance with the Procedures based on employee’s employment duration, job position, performance, past and expected contribution, or specific achievements as well as the company operation and development strategy. The RSA shall be drafted by the Chairman and submitted to the Board of Directors for approval. However, for employees who are managerial officers and board directors, RSA shall be reviewed by the Remuneration Committee first before submission to the Board of Directors for approval. For employees who are not managerial officers, RSA shall be reviewed by the Audit Committee first before submission to the Board of Directors for approval.
- The reason the current issuance of RSA is necessary:
It is to attract and retain talent needed by the Company, to motivate them to be in long term employment, and to increase their cohesion and sense of belongings for the interests of the Company and its shareholders.
- Calculated expense amount:
1,500,000 common shares have been planned to be issued. If all vesting conditions have been achieved,the pro forma maximum total expense,calculated by using the average closing common stock price of NT$242.27 in January 2023, would amount to NT$318,405 thousands. Assuming all common shares were granted in July 2023, the annual expenses from 2023 to 2026 would be NT$47,761 thousands, NT$95,522 thousands, NT$111,442 thousands,and NT$63,680 thousands, respectively.
- Dilution of the Company’s earnings per share (EPS):
Considering the Company's 391,772,853 outstanding common shares on 18th, February 2023 and 1,500,000 shares for RSA, the potential impact on the Company's earnings per share is estimated to be NT$0.12, NT$0.24, NT$0.28, and NT$0.16 respectively from 2023 to 2026. The potential dilution of the Company's EPS is minimal; therefore, there is no material impact on shareholders' equity.
- Other matters affecting shareholder’s equity:None of significant impact.
- Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for:
(1)The awarded employees may not sell, pledge, transfer, give away to others, give security, or otherwise dispose of the shares under RSA.
(2)Voting rights in the shareholders' meeting: The same as other issued common shares.
(3)Participating rights in the distribution of shares or cash dividends: The same as other issued common shares.
- Other important terms and conditions (including stock trust custody, etc.):Once the RSA are issued, the shares will be deposited in a stock trust custody account and before the vesting conditions are met, the awarded employees shall not, in any reasons, request return of the shares under RSA from the custody account.
- Any other matters that need to be specified:
(1)If the terms and conditions in the aforesaid Procedures for issuance of RSA to employees need to be amended due to the order(s) by the competent authority, the amendment(s) to relevant laws and regulations or objective environment, the Board of Directors to shall resolve to amend or terminate the RSA and follow the regulations by the competent authority to report and announce such decision.
(2)Should any matters have not been specified in the Procedures, it should be handled in accordance with applicable laws and regulations.
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