Globe Union Industrial : Supplemental Announcement on revision of 2021 Employee Stock Options policy announced on Nov 5th, 2021, approved and rectified by Board of Directors

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Provided by: GLOBE UNION INDUSTRIAL CORP
SEQ_NO	3	Date of announcement	2022/01/27	Time of announcement	16:30:38
Subject	Supplemental Announcement on revision of 2021 Employee Stock Options policy announced on Nov 5th, 2021, approved and rectified by Board of Directors
Date of events	2022/01/27	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/01/27 2.Issuance period: The options shall be granted in one tranche within one year from the date when the application of this Plan filed with the competent authority becomes effective. The actual grant date will be determined by the Chairman of the Board. 3.Eligibility criteria for optionees: The Plan is limited to formal full-time employees of the Company or the Company's subsidiaries in which more than fifty percent (50%) of its total number of voting shares are directly or indirectly held by the Company. The actual Optionees shall be the top-level management or other key employees who are responsible for the operation and management of the Group. The Chief Executive Officer (CEO) shall propose and submit to the Board of Directors for resolution the list of the qualified employee(s) who is eligible to be granted with the option (the ��Optionee��) and of the number of shares which each individual Optionee may subscribe to according to relevant legal regulations currently in force, considering factors such as titles, job grades, seniority, performance, overall contribution, etc. as well as the operation demands and development strategies of the Company. If the Optionee is a Manager of the Company or a Director who is also an employee, the number of shares which such Optionee may subscribe to shall be approved by the Remuneration Committee before submitted to the Board of Directors for resolution.If the Optionee who is not a manager of the Company (ie an employee or a manager of the subsidiaries), the number of the shares which such Optionee may subscribe shall be approved by Audit committee before submitted to the Board of Directors for resolution. The Company grant employee stock option under Article 56-1(1) of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the cumulative number of shares subscribable by a single Optionee, in combination with the cumulative number of new restricted employee shares obtained by the single Optionee, may not exceed 0.3 percent [three thousandths] of the total issued shares of the Company; and the above in combination with cumulative number of shares subscribable by the single Optionee of employee stock options granted by the Company under Article 56(1) of Regulations Governing the Offering and Issuance of Securities by Securities Issuers may not exceed 1 percent [one hundredth] of the total issued shares. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock options and new restricted employee shares obtained by a single employee may be exempted from the above-mentioned restriction. 4.Number of total issued units of the employee stock warrants: The total number of options to be granted is 5,000 units. 5.Number of shares each stock warrant unit may subscribe for: Each unit entitles an Optionee to subscribe for 1,000 shares of the Company��s common shares. 6.Total number of new shares to be issued due to exercise of options, or the no.of shares for shares buyback as required by Article 28-2 of the Securities and Exchange Act:N/A 7.Subscription price: The exercise price shall be the closing price of the Company��s common shares of at the grant day. If such closing price is lower than the par value of the share, the exercise price shall be the par value of the share. 8.Period of subscription rights: The options will expire at the end of the fifth year from the date of grant thereof (the ��Term��). During the Term, the option may not be transferred, pledged, donated or otherwise disposed of, except by inheritance. In the eventthat the Optionee fails to exercise the subscription rights within the Term, the unexercised options shall be deemed waived and the Optionee shall not further claim his subscription rights. The options shall become exercisable pursuant to the following vesting schedule. Numbers of Years after the Grant Date : Two years Accumulated percentage of options that may be exercised : 50% Numbers of Years after the Grant Date : Three years Accumulated percentage of options that may be exercised : 100% 9.Types of shares which may be subscribed for: common shares of the Company. 10.Handling method for employee resignation/inheritance: 1.Termination (including voluntary resignation or dismissal): For the options that are already vested on the date of termination, such Optionee may exercise the options within three months from the date of termination. In case that the Optionee fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. For the options that are not vested on the date of termination, the unexercised options shall be deemed waived on the date of termination. 2.Leaving without pay: For the options that are already vested to the Optionee who takes leave without pay under the approval of the Company, such options may be exercised within three months from the date of taking leave without pay. In case that the Optionee fails to exercise the subscription right within the aforesaid period, the right to exercise the options to subscribe the shares shall be suspended until such Optionee��s reinstatement. For the Options not yet vested on the date of taking leave without pay, subject to the Term, the exercise period set forth herein shall suspend during the period of leave without pay, and shall be resumed after such Optionee��s reinstatement. 3.Retirement: All options granted to the Optionee may be exercised upon retirement. The options are exercisable after two years from the grant date, and are not subject to the limitations on the accumulated percentage of options that may be exercised according to the vesting schedule in Article V.ii. However, the vested options shall be exercised within one year from the date of retirement or the date of the 2nd anniversary from the grant date thereof, whichever is later. In case that the Optionee fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. 4.Death: If the Optionee dies during the employment period, the vested options may be exercised by the heir within one year from the date of the Optionee��s death. In case that the heir fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. For the options that are not vested upon the Optionee��s death, the unexercised options shall be deemed waived upon the Optionee��s death. 5.Disability or death due to occupational hazard: (1)All options granted to the Optionee, who ceases to be an employee of the Company due to disability resulting from occupational hazard, may be exercised upon the termination of employment. The options are exercisable after two years from the grant date, and are not subject to the limitations on the accumulated percentage of options that may be exercised according to the vesting schedule in Article V.ii. However, the vested options shall be exercised within one year from the date of termination of employment or the date of the 2nd anniversary from the grant date thereof, whichever is later. In case that the Optionee fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. (2)All options granted to the Optionee, who dies due to occupational hazard, may be exercised upon the Optionee��s death. The options are exercisable after two years from the grant date, and are not subject to the limitations on the accumulated percentage of options that may be exercised according to the vesting schedule in Article V.ii. However, the vested options shall be exercised within one year from the date of the Optionee��s death or the date of the 2nd anniversary from the grant date thereof, whichever is later. In case that the Optionee fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. 6.Layoff: For the options that are already vested on the date of layoff, such Optionee may exercise the options within three months from the date of layoff. In case that the Optionee fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. For the options that are not vested on the date of layoff, the unexercised options shall be deemed waived on the date of layoff, or the Chairman of the Board or the management authorized by the Chairman may approve the number of options exercisable within the vesting schedule under Article V.ii. 7.Rights and interests of employee transferred to the Company��s subsidiary: If the Optionee is transferred to the Company��s subsidiary, his options should be handled as the options of an employee being laid off. However, those transferred to the subsidiary at the request of the Company are not subject to these limits. 8.If the Optionee or his heir fails to exercise the subscription right within the aforesaid period, the unexercised options shall be deemed waived. 11.Other criteria for subscription: 1.The Company shall have the right to revoke and cancel the unvested option granted hereunder, if the Optionee commits gross negligence such as violation of employment agreement or employee handbook of the Company, or has annual performance rating of C or below for two consecutive years. 2.vi. The Company will cancel and will not re-grant the options to which the options are waived. 12.Method for performance of contract: Company shall issue new shares as underlying shares of the option. 13.Adjustment of subscription price: 1.After the options have been granted, for any decrease of the number of the common shares due to the capital reduction (other than resulting from the retirement of treasury stock), the exercise price shall be adjusted based on the following formula (to be rounded up to the nearest NT�C0.1) on the capital reduction date: Capital reduction to cover accumulated deficits: Adjusted exercise price = Exercise price before adjustment x (number of issued and outstanding shares before capital reduction / number of issued and outstanding shares after capital reduction) Capital reduction by cash refund: Adjusted exercise price = (Exercise price before adjustment �V cash refund per share) x (number of issued and outstanding shares before capital reduction/ number of issued and outstanding shares after capital reduction) Change in par value per share: Adjusted exercise price = Exercise price before adjustment x (number of issued and outstanding shares before change in par value / number of issued and outstanding shares after change in par value) Note: The number of issued and outstanding shares shall mean the total number of issued and outstanding common shares (including private placement shares) and certificate of payment for shares, excluding number of shares of treasury stocks which the Company has bought back but has not transferred or cancelled. 2.After the options have been granted, except for the conversion to common shares from various marketable securities issued by the Company with common share conversion rights or stock option rights or for the issuance of new shares due to employee compensation plan, in case of any change in the number of the common shares, such as private placement, cash capital increase, capital increase from retained earnings, capital increase from paid-in capital, merge of companies, assignation of other companies' new shares, stock splits, participation in the offering of overseas depositary receipt through capital increase, the exercise price shall be adjusted based on the following formula (to be rounded up to the nearest NT�C0.1). Adjusted Exercise price =Exercise price before adjustment X (((Number of shares issued and outstanding + ((Subscription price per new share X Number of new shares issued)/ Current market price per share)) /(Number of shares issued and outstanding+ number of new shares issued)) Change in par value per share: Adjusted exercise price = Exercise price before adjustment x (number of issued and outstanding shares before change in par value / number of issued and outstanding shares after change in par value) (1).The number of issued and outstanding shares shall mean the total number of issued and outstanding common shares (including private placement shares) and certificate of payment for shares, excluding number of shares of treasury stocks which the Company has bought back but has not transferred or cancelled. (2).Subscription price per new share is zero for distribution of stock dividend or stock splits. (3).In view of a merger, the subscription price per new share shall be the average closing price of the Company��s common stock in thirty consecutive business days from the 45th business day before record date of the merger. (4).In view of acquiring the shares of another company, the subscription price per new share shall be the average closing price of the Company��s common stock in thirty consecutive business days from the 45th business day before the record date of acquisition. 3.After the options have been granted, if the Company distributes cash dividends of common shares, the exercise price shall be adjusted based on the following formula on the ex-dividend date: Adjusted exercise price �� Exercise price before adjustment �ѡ]1��distributed cash dividend per share/ the current market price per share�^ 4.The current market price per set forth in Article 2 and 3 shall be determined based on the simple arithmetic average of the share closing price of 1-business-day, 3-business-day or 5-business-day before ex-dividend date, the record date for setting conversion price, stock split date, and the date of public announcement of the closed period for distribution of cash dividend. 5.If the adjusted exercise price is lower than the par value of the shares, the par value should be the exercise price. If the adjusted exercise price is higher than the exercise price before adjustment, no changes should be made. 6.In the event of simultaneous distribution of cash dividends and stock dividends (including capital increase through capitalization of retained earnings, capital increase through capitalization of capital reserve).The subscription price shall be adjusted the cash dividends. And then adjusted according to the adjustment increase apital. 14.Procedures for exercising options: 1.Except for following periods, the Optionee may exercise the option according to this Plan; the Optionee shall fill out an exercise notice and submit it to the Company or the securities agent of the Company. i) the closed period in accordance with the applicable laws; ii) the close period starts from fifteen (15) business date prior to the date of the Company��s making public announcements to Taiwan Stock Exchange Corporation of a record date for determination of shareholders entitled to receive the distributions of stock/cash dividend, or rights to subscribe for new shares in a capital increase for cash, and ends on the record date of distribution of the rights/benefits; iii) the close period starts from the record date for capital decrease and ends on one (1) day prior to the trading of shares reissued after the capital decrease; vi) trade suspension period for changing par value of share. 2.After the receipt of the aforesaid exercise notice, the department in charge of stock options of the Company shall notify the Optionee to make payment for the shares to a designated bank. Once paid, such payment cannot be withdrawn. If the Optionee fails to make payment for the shares within the specified period, the subscription rights shall be deemed waived. 3.After collecting full payment for the shares, the securities agent of the Company shall register the Optionee��s name and subscribed number of shares on the shareholder registry of the Company, and deliver such Optionee the newly issued shares within five (5) business days by mean of book-entry system. The aforesaid shares may be traded publicly from the date of delivery to such Optionee. 4.After the end of each quarter, the Company shall apply to the competent authority for registering the change in its share capital for exercised stock options. 15.Rights and obligations after exercising options: The rights and obligations of the shares delivered pursuant to this Plan shall bear the same rights and obligations as the Company��s ordinary shares. 16.Record date for any additional share exchange, stock swap, or subscription: None. 17.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:None. 18.Other important terms and conditions: 1.The rights and interests of the options of the Company may not be transferred, pledged, or otherwise disposed of. 2.This Plan shall be approved by the majority of the Directors present at a meeting attended by two-thirds or more of all Directors and shall become effective after approved by the competent authority. Any amendment made before the actual grant shall apply the same rule. After this Plan has been approved by the Board of Directors, if, during the reviewing process, the competent authority requests the Company to make amendment, the Chairman of the Board is authorized to amend this Plan per the competent authority��s request and submit to the Board of Directors for ratification afterwards. 3.Unless otherwise provided for in this Plan, the taxes arising from the shares subscribed by the Optionee pursuant to this Plan and the transactions thereof shall be dealt with in accordance with the relevant tax regulations promulgated by the competent authorities. 4.Any other matters not set forth herein shall be dealt with in accordance with the applicable laws. 19.Any other matters that need to be specified:None.