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1.Date of the board of directors resolution:2025/12/24
2.Expected issue price:The current issue is based on gratuitous basis, which equals to NT$0 per share.
3.Expected total amount (shares) of issuance:4,000,000 new common shares.
4.Vesting conditions:
The employees who meet the personal performance, company performance and service conditions prescribed in the ”Procedures for Issuance of Restricted Stocks to Employees in 2025” without any violation of the aforesaid regulations in the current year.
5.Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:
The Company will redeem the issued restricted stock to employees on gratuitous basis and cancel the full number of the shares.
6.Other issuance criteria:None.
7.Qualification criteria for employees:
(1)Employees qualified for the vesting shares are those of Merry Corporation and of any other Merry Corporation’s domestic or foreign controlling or associate companies who are in service on the granting date of the restricted stocks. Employees who already own 10% or more of Merry Corporation’s outstanding common shares are not qualified.
(2)The employees qualified for the vesting shares shall be any of the following employees:
A.Key personnel related to future development of the Merry Group;
B.Personnel with performance which is fairly valuable to the Company;
C.New employees who are essential to the Company.
(3)The actual shares distributable of restricted stocks to employee are subject to the vested employee's job tenure, level of position, performance, overall contribution, special credit or any other necessary factor for management reference. It shall be submitted to the board of directors for approval after being confirmed by the Chairman. However, when it involves executive employees,it shall also be subject to a prior consent of the Remuneration Committee. When it involves non-executive employees, it shall also be subject to a prior consent of audit committee. (this amendment)
(4)The cumulative number of shares which could be subscribed by the employee stock options issued by the Company to any employee in accordance with Paragraph 1, Article 56-1 of the ”Regulations Governing the Offering and Issuance of Securities by Securities Issuers”(hereinafter referred to as ”the Regulation”), together with the shares of restricted stocks to employees obtained by the same employee, shall not exceed 0.3% of the outstanding number of shares. The above amount, plus the cumulative number of shares which could be subscribed by the employee stock options issued by the Company to any employee in accordance with Paragraph 1, Article 56 of the Regulations, shall not exceed 1% of the outstanding shares. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock options and shares of restricted stocks to employees obtained by a single employee may be exempted from the above-mentioned restriction.
8.The necessary reason of the current issuance of RSA:
The purposes are to attract and retain the required professionals, inspire the employees and enhance internal cohesion, as well as to create interests for the Company and the shareholders and to ensure that the interests of the officers and employees of the Company are connected with interests of the shareholders.
9.Calculated expense amount:
If the Company's average close price for 30 business days before 2025/02/12 NT$107.13 per share is used for the calculation, when vesting conditions are all satisfied, the calculated expense amount is estimated to be NT$428,520 thousand dollars. According to the vesting conditions in the next 3~5 years, the expenses apportioned each year will approximately be NT$41,138 to 116,900 thousand dollars.
10.Dilution of the Company's earnings per share (EPS):
If it is calculated based on the number of outstanding shares amounting to 253,489,414 shares, the dilution of EPS each year will approximately be NT$0.16~0.46. The extent of dilution of the Company's EPS for subsequent years is considered to be limited and has no material impact on shareholders’equity.
11.Other matters affecting shareholder's equity:None.
12.Restrictions before employees meet the vesting conditions once the RSA are received or subscribed for:
It is handled in accordance with relevant laws and regulations, and the Company's ”Procedures for Issuance of Restricted Stockes to Employees in 2025”.
13.Other important terms and conditions (including stock trust custody, etc.):The issuance of restricted stocks to employee shall be delivered to a trust for custody before the satisfaction of vesting conditions.
14.Any other matters that need to be specified:
(1)The issuance shall be handled by submitting application(s) to the competent authority once or several times within one year after the resolution date of the shareholders' meeting. The shares may be issued at once or in installments, depending on the actual needs of the Company, within two years starting from the date of arrival of the notice of effective registration from the competent authority. The actual date of issuance shall be stipulated by the Chairman under authorization by the board of directors.
(2)If the terms and conditions set out for the aforesaid issuance of restricted stocks to employees need to be amended due to the order(s) from the competent authority, the amendment(s) to relevant laws and regulations, the response to the financial market status or objective environment, it is proposed to authorize the board of directors to handle at its discretion after the approval of the shareholders meeting.
(3)Relevant restrictions and important agreed matters or others for the aforesaid issuance of restricted stocks to employees shall be handled in accordance with relevant laws and regulations, and the Company's ”Procedures for Issuance of Restricted Stockes to Employees in 2025”.
(4)Revision of certain wording regarding the qualification criteria for employees.(this amendment).