About Topoint

Date of events：2025/02/26

1.Date of the board of directors resolution:2025/02/26
2.Expected issue price:The issuance price is set at NT$10 per share.
3.Expected total amount (shares) of issuance:700,000 shares
4.Vesting conditions: In compliance with the company's Restricted Employee
Stock Issuance Plan, the issuance is based on the company's operational
goals and employees' individual performance indicators.
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
(1)On the company's operational goal review date, if it is confirmed that
the company has not achieved its set operational goals, the restricted
employee stock options that have not met the vesting conditions will be
repurchased by the company at the original issuance price and canceled.
(2)If an employee who has subscribed to restricted employee stock options
is no longer employed on the vesting date, has committed a major misconduct
as specified in Article 3, Paragraph 3, Item 1, or has failed to meet both
the company's set individual performance evaluation indicators and
operational goals,the restricted employee stock options that have not met
the vesting conditions will be repurchased by the company at the original
issuance price and canceled.
(3)During the vesting period, if an employee voluntarily resigns, is
dismissed,or is laid off, any unvested shares will be repurchased by the
company at the original issuance price and canceled.
6.Other issuance criteria:None。
7.Qualification criteria for employees:
(1)Employees eligible for restricted employee stock options must be
full-time employees of the company or its subsidiaries, as defined
by Articles 369-2 and 369-3 of the Company Act, and must still be employed
on the grant date.Additionally, they must meet a certain level of
performance and satisfy at least one of the following criteria:
1.Key personnel related to the company's future development;
2.Individuals whose personal performance provides significant value to the
company;3.Core new employees.
(2)The quantity of restricted employee stock options that an employee may
subscribe to will be determined based on factors such as years of service,
job level, position, work performance, overall contributions, special
achievements, or other management considerations. The allocation standards
will be formulated and approved by the Chairman before being submitted to
the Board of Directors for approval. However, for employees holding
positions as directors or managerial personnel of the company, prior
approval from the Compensation Committee is required. Employees who are
not directors or managerial personnel must first obtain approval from the
Audit Committee.
(3)Individuals holding more than 10% of the company's outstanding common
shares are not eligible to subscribe. Members of the Compensation Committee
and members of the Board of Directors who do not hold employee status are
also ineligible.
(4)The total number of restricted employee stock options granted to a single
employee, combined with the total number of employee stock warrants granted
under Article 56-1, Paragraph 1 of the Securities and Exchange Act
Regulations Governing the Offering and Issuance of Securities by Securities
Issuers, shall not exceed 0.3% of the company's total issued shares.
Additionally,when combined with the total number of employee stock warrants
granted under Article 56, Paragraph 1 of the same regulations, it shall not
exceed 1% of the company's total issued shares. However, if approval is
obtained from the relevant central competent authorities, the total number
of stock warrants and restricted employee stock options granted to a single
employee may exceed these limits. If regulatory authorities update the
relevant provisions, all matters shall be handled in accordance with the
updated laws and regulations.
8.The necessary reason of the current issuance of RSA:
To attract and retain key talent and achieve the company’s medium- and
long-term goals, the company intends to issue restricted employee stock
options. This initiative aims to motivate employees to fully commit to
achieving the company's operational goals, thereby creating greater
benefits for both the company and its shareholders. It also seeks to
align the interests of TopPoint Group employees with those of the
shareholders.
9.Calculated expense amount:
The company should measure the fair value of the stock on the grant date
and recognize related expenses over the vesting period. The proposed limit
for the issuance of restricted employee rights shares is 700,000 shares,
priced at NT$10 per share. The estimated amount to be expensed is
approximately NT$16.695 million (based on a closing price of NT$33.85 per
share on February 12, 2025, and other assumed conditions). If issued in
October 2025, the estimated expense recognition amounts for 2025 to 2028
are NT$2.469 million, NT$8.626 million, NT$4.139 million, and NT$1.461
million, respectively.
10.Dilution of the Company's earnings per share (EPS):
Based on the company's outstanding shares of 142,180,467 as of February
12,2025,the estimated reduction in earnings per share after expenses for
2025 to 2028 is NT$0.02, NT$0.06, NT$0.03, and NT$0.01, respectively.
11.Other matters affecting shareholder's equity:
Based on the company's issued shares of 142,180,467 as of February 12, 2025,
the estimated number of shares to be issued represents approximately 0.49%
of the company's total issued shares.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
(1)Employees who subscribe to new shares may not sell, pledge, transfer,
gift, encumber, or dispose of the restricted employee rights shares in
any other way, except by inheritance, before meeting the vesting
conditions.
(2)Before meeting the vesting conditions, the rights of employees who
subscribe to new shares, such as attending shareholder meetings, making
proposals, speaking, voting, and exercising election rights, are the same
as those of the company's issued common stock and shall be managed by a
trustee in accordance with the trust agreement.
(3)Before meeting the vesting conditions, other rights related to the
restricted employee rights shares allotted to employees under these
regulations, including but not limited to: dividends, profits, statutory
surplus, capital reserves, and rights to subscribe to shares in a cash
capital increase, are the same as those of the company’s issued common
stock,and related procedures shall be carried out in accordance with the
trust agreement.
(4)The company's free allotment of shares, suspension of share transfers,
suspension of cash dividend transfers, suspension of share subscription for
cash capital increase, suspension of share transfers due to Article 165,
Paragraph 3 of the Company Act, or other statutory transfer suspension
periods arising from actual events, shall be observed until the record date
for rights distribution. Employees who meet the vesting conditions during
this period will have their restricted shares released in accordance with
the trust agreement or relevant regulations.
13.Other important terms and conditions (including stock trust custody,
etc.):
(1)After the issuance of the restricted employee rights shares, they must
be held in trust.Before the vesting conditions are met, employees may not
request the return of the restricted employee rights shares from the trustee
for any reason or in any manner.
(2)During the period when the restricted employee rights shares are held in
trust, the company or a designated person by the company shall have full
authority to represent the employees in negotiating, signing, amending,
extending, terminating, or rescinding the trust agreement with the trust
institution, as well as giving instructions regarding the delivery, use,
and disposal of the trust assets.
14.Any other matters that need to be specified:
(1)Within two years from the date of receipt of the notice of effectiveness
from the competent authority, the issuance may take place in one or more
installments as needed, with the actual issuance date to be determined by
the chairman as authorized by the board of directors.
(2)The restricted employee rights shares to be issued this time, along with
the relevant restrictions, important terms, and any unresolved matters, shall
be handled in accordance with applicable laws and regulations and the
issuance guidelines established by the company.