ENE Technology

Material Information: The BOD has decided to issue employee options below market price

2024.04.16
1.Date of the board of directors resolution:2024/04/16
2.Issuance period:Within two years after approval by the authority, it may
be issued once or in installments depending on actual needs. The actual
issuance date shall be determined by the chairman authorized by the board
of directors.
3.Eligibility criteria for optionees:
1.Within two years after approval by the authority, it may be issued once
or in installments depending on actual needs. The actual issuance date shall
be determined by the chairman authorized by the board of directors.
2.Conditions for employees who are eligible for stock options will include
but not limited to seniority, rank, work performance and expected overall
contribution, special merits, special expertise or other conditions that
need to be referenced for management. The allocation standards will be
approved by the chairman of the board and processed in accordance with the
following procedures.
(1)The company's managers or employees who concurrently serve as directors
of the company should first obtain the approval from the Remuneration
Committee before submitting resolutions to the company's board of directors
;employees other than the above said personnel should first obtain the
approval from Audit Committee before submitting resolutions to the company's
board of directors for  Resolution.
(2)The total number of stock option obtained by a single employee plus the
total number of new shares with restricted employee rights (RES) issued by
the company in accordance with the provisions of Paragraph 1 of Article 56-1
of the ”Issuers' Guidelines for Raising and Issuing Securities” shall not
exceed 0.3% of the total shares issued.  In addition, the cumulative number
of shares that can be subscribed to an employee holding stock option issued
by the company in accordance with Paragraph 1 of Article 56 of the Code,
shall not exceed 1% of the issued shares. However, personnel approved by the
authority are not subject to the above mentioned restrictions.
4.Number of total issued units of the employee stock warrants:
Total issuance of 2,700,000 units
5.Number of shares each stock warrant unit may subscribe for:
The number of shares subscribed for each unit of stock option is 1 share.
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:The total number of new ordinary shares to be
issued upon exercise of the share options is 2,700,000 shares.
7.Subscription price:The simple arithmetic average of the closing price of
common stocks calculated one, three or five business days before the pricing
date, deducting free allotment and ex-rights, and adding back the average
share price after capital reduction and anti-ex-rights no less than 70% of
the reference price, is the subscription price.
8.Period of subscription rights:
1.Stock options holders may exercise their stock options according to the
following schedule. The validity period of the stock option certificate is
five years. After the expiration of the period, the unexercised stock
options are deemed invalid, and the stock option holders may no longer
claim their stock option rights. The stock option certificate and its
rights and interests may not be transferred, pledged, donated to others,
or otherwise disposed of, except for successors.
               Schedule           Exercise %
             After 2 years              60 %
             After 3 years             100 %
2.If the stock option holder violates the employment contract, work rules,
other behaviors that may cause losses to the company, or if the work
performance is deemed unsatisfactory, the company has the right to withdraw
and cancel one’s unexercised share option.
9.Types of shares which may be subscribed for:Ordinary shares
10.Handling method for employee resignation/inheritance:
1.Resignation (voluntary resignation, severance, dismissal) - stock option
with exercise rights will be deemed abandoned from the date of resignation;
Stock option without exercise rights will be invalid on the date of
resignation.
2.Retirement - The granted stock option can be exercised in full upon
retirement after 2 years and are not subject to the expiration of the time
limit related to Paragraph 2 of this Article.  However, the stock option
rights shall start from the date of retirement or the expiry of 2 years
from the date of the grant of stock option certificates (The later date
shall prevail) and shall be exercised within one year.
3.Death - the stock option with exercise rights shall be exercised by the
heirs within one year from the date of death. Stock option without exercise
rights will be deemed to have given up the stock option rights on the date
of death.
4.Disabled or death due to occupational disasters.
(1)For those who are unable to work due to physical disabilities caused
by occupational disasters, the stock option that have been granted can be
exercised in full upon resignation. In addition to the fact that the stock
option certificates can still be exercised 2 years after the expiry date of
the stock options certificates granted, the time limit related to Paragraph
2 of this Article will not apply. The stock options certificates granted
shall be exercised within one year starting from the expiry date of 2 years
(The later date shall prevail).
(2)In case of death due to an occupational disaster, the heirs of the
granted stock option can exercise all the stock option rights at the time
of death. Except that the stock options shall still be exercised 2 years
after the expiration of the granted stock options, they are not subject
to the restrictions on the proportion of stock options that can be
exercised upon expiration of the relevant time period in Paragraph 2 of
this Article. However, the stock option rights shall be exercised within
one year from the date of death or 2 years after the stock option
certificate is granted (whichever is later).
5.Transfer - Due to the needs of the company's operations, the company
has approved the transfer of stock options to companies controlled or
affiliated at domestic and overseras by the company. The rights and
obligations of the stock option certificates granted to them will not
be affected by the transfer.
6.Suspension without pay - Employees who have been approved for suspension
without pay and have stock option exercise rights can exercise the stock
options within one month from the date of suspension. If they fail to
exercise within the time limit, their stock options will be frozen. The
exercise of rights will be deferred until reinstatement. Stock option
without exercise rights will be restored to their rights upon reinstatement
.However, the exercise schedule of stock options shall be deferred based on
the period of suspension.
7.For circumstances other than those listed above or when adjustments must
be made in accordance with relevant laws and regulations when actually
implementing the provisions of the preceding paragraphs, the chairman of
the board is authorized to make decision base on the actual situation.
8.If the stock option holder or one’s heir fails to exercise the stock
option rights within the above said period, it will be deemed to have given
up the stock option rights, and one may not subsequently request to exercise
the stock option rights.
9.The company will cancel the stock option certificates and will not issue
them again.
11.Other criteria for subscription:NA
12.Method for performance of contract:Delivered in the form of new ordinary
shares of the company
13.Adjustment of subscription price:Please refer to the Chinese version.
14.Procedures for exercising options:
1.In addition to the period of suspension of ownership transfers in
accordance with the law, stock option holders may exercise their stock
option rights accordingly and submit an application to the company by
filling out the ”Employee Stock Subscription Request Form”
2.After accepting the request for stock subscription, the company will
notify the stock option holder to pay the share price to the designated
account.Once the ”Employee Stock Subscription Request Form” is submitted,
it cannot be revoked. If the stock option holder fails to make payment at
the designated account within the time limit, the amount applied for and
the application amount will be deemed abandoned.
3.After the company confirms that the full amount of shares has been
received, the number of shares subscribed will be listed in the company's
shareholder register, and newly issued ordinary shares will be issued
within five business days through collective insurance transfer.
4.The newly issued ordinary shares can be listed for trading from the date
of delivery to the warrantees.
5.The company shall, within fifteen days after the end of each quarter,
announce the amount of shares delivered as a result of employee stock
option exercised  in the previous quarter.
6.The company shall use the following dates as the base dates for applying
for the exchange of ordinary shares, and shall apply for registration of
changes in capital and issuance of new shares with the competent authority.
1. February 15th
2. May 15th
3. August 15th
4. November 15th
15.Rights and obligations after exercising options:
The rights and obligations of the ordinary shares delivered by the company
in accordance with this regulation are the same as those of the company's
issued ordinary shares.
16.Record date for any additional share exchange, stock swap, or subscription:
NA
17.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:NA
18.Other important terms and conditions:
1.The stock option certificates delivered to employees by the company cannot
be exercised during the following periods each year:
(1)The legal transfer period before the annual shareholders’ meeting is held
 Restrictions on rights after exercise of stock options
(2)The period from the convening of the ”Board of Directors to determine the
base date for free allotment and dividend distribution for the current year”
to the ”base date for free allotment and dividend base date (whichever is
later)”.
(3)The period from the convening of the ”Board of Directors to decide the
base date of merger for the current year” to the base date of merger for
the current year; or the period from the convening of the ”Board of Directors
to decide the base date for division for the current year” to the base date
for division for the current year; or the period from the convening of the
”Board of Directors to decide the base date for division for the current
year”;The period from the meeting of the board of directors on the base date
 of the paid allotment to before the base date of the paid allotment in the
current year.
(4)Other legal transfer suspension periods that occur based on facts.
2.Confidentiality regulations
After the stock option is granted to employees, the stock option holder
shall abide by confidentiality regulations and shall not disclose the
relevant content and information of the employee stock option granted except
as required by law or the authority. If there is any violation, the company
has the right to take legal action. Its unexercised employee stock option
certificates will be withdrawn and cancelled.
3.Other important matters
(1)The regulations were stipulated on April 16, 2024 and shall come into
effect upon the attendance of more than two-thirds of the directors of the
Board of Directors and the consent of more than one-half of the directors
present, and upon approval by the competent authority. The same applies to
amendments.
(2)If during the submission review process, amendments are requested from
the authority, the chairman of the board shall be authorized to amend these
regulations, and shall be subsequently submitted to the board of directors
for ratification before issuance.
(3)Matters not covered in the regulations will be handled in accordance with
relevant laws and regulations.
19.Any other matters that need to be specified:NA
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