Wafer Works : Announcement of the Board of Directors resolution to issue employee restricted stock awards for year 2022

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Provided by: WAFER WORKS CORPORATION
SEQ_NO	5	Date of announcement	2022/03/23	Time of announcement	17:44:10
Subject	Announcement of the Board of Directors resolution to issue employee restricted stock awards for year 2022
Date of events	2022/03/23	To which item it meets	paragraph 11
Statement	1.Resolution date of the board of directors:2022/03/23 2.Expected issue price:To be issued free of charge, and the issue price per share is NT$0. 3.Expected total amount (shares) of issuance:No more than 1,000,000 common shares. 4.Vesting conditions:The executive remains employed by the Company upon expiration of each of the following vesting period after being granted employee restricted stock awards, has never breached the labor contract or violated the work rules of the Company, and both the Company's operating goals adopted by the Board of Directors and certain executive performance metrics for the year immediately preceding the expiration of each vesting period have met the Company's business performance metrics. The percentage of granted shares that can be vested for meeting the vesting conditions respectively shall be as follows: 1-1. one-year anniversary of the grant: 40% 1-2. two-year anniversary of the grant: 30% 1-3. three-year anniversary of the grant: 30% 5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:In the event that the vesting conditions are not met, the Company will reclaim the granted shares and cancel the same at no extra cost to the Company; for exceptional events (including but not limited to the occurrence of inheritance), the Company will take measures as set forth in the Employee Restricted Stock Awards Rules for this issuance. 6.Other issuance criteria:As set forth in the the Employee Restricted StockAwards Rules for this issuance. 7.Qualification criteria for employees:The counterparty applicable to this incentive plan is limited only to the full-time executive of the Company who remains employed by the Company as of the date of granting the employee restricted stock awards and who meets certain performance requirements. Eligible executives must also be those who (a) have a significant influence on the Company's operational decisions or (b) are the Company's critical talents for its future core technologies and strategy development. 8.The reason the current issuance of RSA is necessary:To attract and retain critical and outstanding talents, and to improve employees' coherence and sense of belonging to the Company, so as to increase the Company's competitiveness and create the best interests of the company and shareholders. 9.Calculated expense amount:The total expenses are preliminarily estimated at approximately NT$73,000,000 based on the maximum of 1,000 thousand common shares to be granted as the employee restricted stock awards, the average closing price of NT$73 per share in March 2022 (3/1-3/14), and the calculation by the valuation model. After the issuance, the annual apportioned amounts for the years 2023, 2024 and 2025 are NT$29,200,000, NT$21,900,000 and NT$21,900,000 respectively. 10.Dilution of the Company's earnings per share (EPS):Based on the Company's outstanding shares and the maximum number of 1,000 thousand common shares to be granted as employee restricted stock awards, the potential impact from above mentioned expenses to the Company's EPS is preliminarily estimated at approximately NT$0.054, NT$0.040, and NT$0.040 from 2023 to 2025 respectively. 11.Other matters affecting shareholder's equity:The operation of the Company in the next few years is expected to continue to grow. Therefore, the overall assessment shows that the potential dilution of the Company's EPS is minimal; therefore, there is no material impact on shareholders' interest. 12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for:During each vesting period, no executives granted employee restricted stock awards, except for inheritance, may sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of, any shares under the unvested employee restricted stock awards. With regard to other rights that are restricted, they shall be handled in accordance with the Employee Restricted Stock Awards Rules for this issuance. 13.Other important terms and conditions (including stock trust custody, etc.): Granted employee restricted stock awards will be deposited in a stock trust custody account. 14.Any other matters that need to be specified: If any revision or adjustment of various conditions of the employee restricted stock awards has to be made due to any instruction of the competent authority or amendment to the laws and regulations, 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 employee restricted stock awards with full authority.