Unimicron Technology : Board Meeting Resolution on issuing Restricted Stock Awards for employees

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Provided by: Unimicron Technology Corp.
SEQ_NO	6	Date of announcement	2022/02/22	Time of announcement	21:38:56
Subject	Board Meeting Resolution on issuing Restricted Stock Awards for employees
Date of events	2022/02/22	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/02/22 2.Expected issue price: 60% of the closing price of ordinary shares on the issue date of the board. 3.Expected total amount (shares) of issuance: The total amount of shares to be issued is capped at 4,800,000 ordinary shares, each with a face value of NT$10, and the total issued amount is capped at NT$48,000,000. 4.Vesting conditions: The new shares to restrict employees' rights this time may be issued in accordance with operational or management needs and the following established conditions: From the day when the employee is allocated new shares with restricted employee rights (that is, the base date for the capital increase of the new shares with restricted employee rights), the following schedule expires and the employee is still employed (in addition to still serving in the company, it also includes transfer to an affiliated company due to the company's designation) or other company but still working in the related company or the other company), and after the expiration of the following time schedules, the last two performance appraisals have reached "Good +" or above, and the proportion of shares that can meet the vested conditions is as follows: 15 months in office: 50% 30 months in office: 50% 5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: (1) General separation (retirement / severance / dismissal/ voluntary): For the part of the new shares with restricted employee rights that were allocated but have not yet fulfilled the acquired conditions, the Company repurchased them at the issue price and cancelled them. (2) Suspension without pay: Restricted employees who have not fulfilled the vested conditions have rights to new shares, and their rights and interests will be restored from the date of reinstatement, but the vested period conditions should be deferred according to the period of suspension and pay. (3) General death: For the part of the new shares with restricted employee rights that were allocated but have not yet fulfilled the acquired conditions, the Company repurchased them at the issue price and cancelled them. (4) Occupational disasters: Those who are unable to continue their employment due to physical disability due to occupational accidents, and who have not fulfilled the vested conditions of restricted employee rights and new shares, still fulfill the vested conditions in accordance with the time schedule ratio of the vested conditions in subparagraph (2) of this article. In the event of death due to occupational accidents, the new shares of restricted employee rights that have not met the vested conditions shall be fulfilled by the successor in accordance with the proportion of the time schedule of the vested conditions in paragraph (2) of this article from the day when the inherited employee dies. (5) Transfer: If an employee is transferred to an affiliated company or other company (except a subsidiary), the new shares that restrict the rights of the employee shall be handled in the same way as "general resignation" in the first paragraph of this item. However, due to the needs of the company's operations, the employees who are assigned by the company to be transferred to the company's affiliated enterprises or other companies will not be affected by the transfer of new shares with restricted employees' rights. 6.Other issuance criteria:None 7.Qualification criteria for employees: Limited to employees of the company or employees of subordinate companies who meet certain conditions (the certain conditions are determined by the board of directors), the actual number of employees who are granted and the number of shares they receive will be based on years of service, grades, work performance, Factors such as overall contribution, special merit or other conditions that need to be considered in management shall be reviewed and approved by the chairman of the board and submitted to the board of directors for approval. 8.The necessary reason of the current issuance of RSA: Attract and retain the technical and professional talents needed by the company, and improve employees' centripetal force and sense of belonging to the company, so as to jointly create the interests of the company and shareholders. 9.Calculated expense amount: The company shall measure the fair value of the stock on the grant date (issue date), and recognize the related expenses in each year during the vested period. The maximum number of new shares with restricted employee rights to be issued this time is 4,800,000 shares, each of which is issued at 60% of the closing price of the ordinary shares on the date of issue of the board of directors. If all of the vested conditions are met, the estimated total amount that may be expensed is NT$426,240,000, and the related expenses recognized annually during the vested period are: NT$31,968,000 (2022 years; estimated in 3 months), NT$223,776,000 (2023 years), NT$127,872,000 (2024 years), NT$42,624,000 (2025 years; estimated in 9 months). 10.Dilution of the Company's earnings per share (EPS): Calculated on the basis of the company's issued shares of 1,475,260,333 shares on February 11, 2022, it is estimated that the amount of earnings per share that may be reduced after expense is: NT$0.0217 (2022 years; estimated in 3 months), NT$0.152 (2023 years), NT$0.087 (2024 years), NT$0.029 (2025 years; estimated at 9 months). 11.Other matters affecting shareholder's equity: There will be no significant impact on shareholders' equity. 12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for: (1) The new shares with restricted employee rights issued by these Measures will be delivered to the stock trust in the name of the employee for safekeeping. After the employee is allocated new shares, the restricted rights before the vested conditions are met are as follows: After an employee is allotted new shares, before the acquired conditions are met, the restricted employee's new shares shall not be sold, pledged, transferred, given to others, set up, or dealt with in other ways, except for inheritance. The rights to attend, propose, speak, and vote at the shareholders' meeting shall be entrusted to the trust custodian institution for execution in accordance with the contract. (2) In addition to the restrictions in the preceding paragraph due to the trust agreement, the new shares with restricted employee rights allocated to employees in accordance with these regulations, before the vested conditions are met, other rights, including but not limited to: dividends, bonuses and allocation rights to capital reserves, The options and voting rights for the cash capital increase are the same as the ordinary shares issued by the Company. 13.Other important terms and conditions (including stock trust custody, etc.): The employees or their heirs shall, in accordance with the trust agreement, receive the shares transferred upon fulfilling the vested conditions. 14.Any other matters that need to be specified:None