[I-CHIUN] Announcement of the Board of Directors' Resolution to Issue New Restricted Stock for Employees.
I-CHIUN's Board of Directors has approved the issuance of 1,000,000 shares of restricted stock to employees at a price of NT$0 per share. The shares will vest over a three-year period, contingent upon continued employment and satisfactory performance reviews. This plan is designed to attract and retain talent, motivate staff, and align employee interests with those of the company and its shareholders.
📋 Article Processing Timeline
- 📰 Published: April 14, 2026 at 09:00
- 🔍 Collected: April 15, 2026 at 11:00 (26h 0m after Published)
- 🤖 AI Analyzed: April 15, 2026 at 12:57 (1h 56m after Collected)
1. Date of Board of Directors' resolution: 2026/04/14
2. Expected issue price: NT$0 per share.
3. Expected total issue amount (shares): 1,000,000 common shares to be issued, with a par value of NT$10 per share, for a total issue amount of NT$10,000,000.
4. Vesting conditions:
After employees are allocated restricted stock, starting from the capital increase base date, they must remain employed upon the expiration of the following vesting periods, achieve a personal performance evaluation of Grade 'A' (or above) for the year, and have fulfilled service obligations without any violations of company work rules. The vesting schedule is as follows:
(1) After one full year of allocation with a qualifying performance review (meeting targets): 25% will vest upon completion of the performance review.
(2) After two full years of allocation with a qualifying performance review (meeting targets): an additional 25% will vest upon completion of the performance review.
(3) After three full years of allocation with a qualifying performance review (meeting targets): the remaining 50% will vest upon completion of the performance review.
5. Handling of employees not meeting vesting conditions or in case of inheritance:
(1) In cases where vesting conditions are not met, the company will reclaim the shares without compensation.
(2) Handling of other situations (such as resignation, retirement, unpaid leave, death, occupational injury, transfer, etc.) will be processed in accordance with the company's issuance regulations.
6. Other issuance conditions: In accordance with the regulations of this issuance of new restricted stock for employees.
7. Employee eligibility criteria:
(A) Limited to full-time official employees of the company and its domestic and foreign controlled or subsidiary companies who are employed on the grant date of the restricted stock. The definition of controlled or subsidiary companies is based on Articles 369-2 and 369-3 of the Company Act.
(B) The actual employees eligible for allocation and the number of restricted shares they can receive will be determined based on a distribution standard that considers factors such as seniority, job rank, performance reviews, overall contribution, special achievements, or other conditions relevant for management. This will be handled in accordance with the Company Act and relevant securities regulations, approved by the Chairman, and submitted to the Board of Directors for agreement. However, for employees who are managers or directors, it must be approved by the Compensation Committee before being submitted to the Board for a resolution. For non-managerial employees, it must be approved by the Audit Committee before being submitted to the Board for a resolution.
(C) The cumulative number of shares a single employee can subscribe to through employee stock option certificates issued under Article 56-1, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," plus the cumulative number of restricted employee shares acquired, shall not exceed 0.3% of the company's total issued shares. Furthermore, the total number of shares a single employee can subscribe to through employee stock option certificates issued under Article 56, Paragraph 1 of the same regulations shall not exceed 1% of the company's total issued shares. If the competent authorities update relevant regulations, the updated laws and regulations will apply.
8. Necessary reasons for issuing new restricted stock for employees: To attract and retain professional talent required by the company, motivate employees, and increase their commitment, thereby jointly creating benefits for the company and all shareholders.
9. Potential expensed amount:
The company shall measure the fair value of the stock on the grant date and recognize the related expenses annually over the vesting period. The proposed maximum issuance is 1,000,000 restricted shares at NT$0 per share. The estimated potential expensed amount is approximately NT$129,188 thousand (calculated based on the closing price of NT$132.50 on March 31, 2026, and other assumptions). If issued in September 2026, the estimated expenses for the years 2026 to 2029 are NT$23,326 thousand, NT$59,211 thousand, NT$32,297 thousand, and NT$14,354 thousand, respectively.
10. Dilution effect on the company's earnings per share:
Based on the 233,958,579 shares actually issued by the company as of March 31, 2026, the estimated potential decrease in earnings per share after expensing for the years 2026 to 2029 is NT$0.10, NT$0.25, NT$0.14, and NT$0.06, respectively.
11. Other impacts on shareholder equity:
Based on the 233,958,579 shares issued by the company as of March 31, 2026, the planned issuance represents approximately 0.43% of the company's total issued shares.
12. Rights restricted before vesting conditions are met after employees are allocated or subscribe to new shares:
(1) During the vesting period, employees may not sell, pledge, transfer, gift, encumber, or otherwise dispose of the restricted stock.
(2) If the company undergoes a capital reduction not required by law, such as a cash capital reduction, during the vesting period, the restricted stock shall be canceled in proportion to the reduction ratio. In the case of a cash reduction, the returned cash must be placed in a trust and can only be delivered to the employee after vesting conditions and periods are met. If vesting conditions are not met by the deadline, the company will reclaim the cash.
13. Other important agreements (including stock trust custody):
(1) After the issuance of restricted stock, employees must immediately deliver them into a trust or custody, and may not request their return from the trust/custody institution for any reason before vesting conditions are met.
(2) During the trust or custody period, the company will act as the full agent for the employee in all dealings with the trust/custody institution, including (but not limited to) negotiation, signing, amendment, extension, release, and termination of the trust/custody agreement, as well as instructions for the delivery, use, and disposal of the trust/custody property.
(3) During the vesting period, the restricted stock is still eligible for stock dividends, cash dividends, and subscription to new shares in a capital increase. Stock and cash dividends received during the vesting period will be given to the employee by the company without charge.
14. Other matters to be specified:
(1) For matters related to this issuance of restricted stock, if the competent authorities amend or adjust the relevant content in the future, it is proposed that the general shareholders' meeting authorize the Board of Directors or its authorized person to handle it fully.
(2) For the restricted stock issued this time, any related restrictions, important agreements, or unspecified matters will be handled in accordance with relevant laws and the company's issuance regulations.
2. Expected issue price: NT$0 per share.
3. Expected total issue amount (shares): 1,000,000 common shares to be issued, with a par value of NT$10 per share, for a total issue amount of NT$10,000,000.
4. Vesting conditions:
After employees are allocated restricted stock, starting from the capital increase base date, they must remain employed upon the expiration of the following vesting periods, achieve a personal performance evaluation of Grade 'A' (or above) for the year, and have fulfilled service obligations without any violations of company work rules. The vesting schedule is as follows:
(1) After one full year of allocation with a qualifying performance review (meeting targets): 25% will vest upon completion of the performance review.
(2) After two full years of allocation with a qualifying performance review (meeting targets): an additional 25% will vest upon completion of the performance review.
(3) After three full years of allocation with a qualifying performance review (meeting targets): the remaining 50% will vest upon completion of the performance review.
5. Handling of employees not meeting vesting conditions or in case of inheritance:
(1) In cases where vesting conditions are not met, the company will reclaim the shares without compensation.
(2) Handling of other situations (such as resignation, retirement, unpaid leave, death, occupational injury, transfer, etc.) will be processed in accordance with the company's issuance regulations.
6. Other issuance conditions: In accordance with the regulations of this issuance of new restricted stock for employees.
7. Employee eligibility criteria:
(A) Limited to full-time official employees of the company and its domestic and foreign controlled or subsidiary companies who are employed on the grant date of the restricted stock. The definition of controlled or subsidiary companies is based on Articles 369-2 and 369-3 of the Company Act.
(B) The actual employees eligible for allocation and the number of restricted shares they can receive will be determined based on a distribution standard that considers factors such as seniority, job rank, performance reviews, overall contribution, special achievements, or other conditions relevant for management. This will be handled in accordance with the Company Act and relevant securities regulations, approved by the Chairman, and submitted to the Board of Directors for agreement. However, for employees who are managers or directors, it must be approved by the Compensation Committee before being submitted to the Board for a resolution. For non-managerial employees, it must be approved by the Audit Committee before being submitted to the Board for a resolution.
(C) The cumulative number of shares a single employee can subscribe to through employee stock option certificates issued under Article 56-1, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," plus the cumulative number of restricted employee shares acquired, shall not exceed 0.3% of the company's total issued shares. Furthermore, the total number of shares a single employee can subscribe to through employee stock option certificates issued under Article 56, Paragraph 1 of the same regulations shall not exceed 1% of the company's total issued shares. If the competent authorities update relevant regulations, the updated laws and regulations will apply.
8. Necessary reasons for issuing new restricted stock for employees: To attract and retain professional talent required by the company, motivate employees, and increase their commitment, thereby jointly creating benefits for the company and all shareholders.
9. Potential expensed amount:
The company shall measure the fair value of the stock on the grant date and recognize the related expenses annually over the vesting period. The proposed maximum issuance is 1,000,000 restricted shares at NT$0 per share. The estimated potential expensed amount is approximately NT$129,188 thousand (calculated based on the closing price of NT$132.50 on March 31, 2026, and other assumptions). If issued in September 2026, the estimated expenses for the years 2026 to 2029 are NT$23,326 thousand, NT$59,211 thousand, NT$32,297 thousand, and NT$14,354 thousand, respectively.
10. Dilution effect on the company's earnings per share:
Based on the 233,958,579 shares actually issued by the company as of March 31, 2026, the estimated potential decrease in earnings per share after expensing for the years 2026 to 2029 is NT$0.10, NT$0.25, NT$0.14, and NT$0.06, respectively.
11. Other impacts on shareholder equity:
Based on the 233,958,579 shares issued by the company as of March 31, 2026, the planned issuance represents approximately 0.43% of the company's total issued shares.
12. Rights restricted before vesting conditions are met after employees are allocated or subscribe to new shares:
(1) During the vesting period, employees may not sell, pledge, transfer, gift, encumber, or otherwise dispose of the restricted stock.
(2) If the company undergoes a capital reduction not required by law, such as a cash capital reduction, during the vesting period, the restricted stock shall be canceled in proportion to the reduction ratio. In the case of a cash reduction, the returned cash must be placed in a trust and can only be delivered to the employee after vesting conditions and periods are met. If vesting conditions are not met by the deadline, the company will reclaim the cash.
13. Other important agreements (including stock trust custody):
(1) After the issuance of restricted stock, employees must immediately deliver them into a trust or custody, and may not request their return from the trust/custody institution for any reason before vesting conditions are met.
(2) During the trust or custody period, the company will act as the full agent for the employee in all dealings with the trust/custody institution, including (but not limited to) negotiation, signing, amendment, extension, release, and termination of the trust/custody agreement, as well as instructions for the delivery, use, and disposal of the trust/custody property.
(3) During the vesting period, the restricted stock is still eligible for stock dividends, cash dividends, and subscription to new shares in a capital increase. Stock and cash dividends received during the vesting period will be given to the employee by the company without charge.
14. Other matters to be specified:
(1) For matters related to this issuance of restricted stock, if the competent authorities amend or adjust the relevant content in the future, it is proposed that the general shareholders' meeting authorize the Board of Directors or its authorized person to handle it fully.
(2) For the restricted stock issued this time, any related restrictions, important agreements, or unspecified matters will be handled in accordance with relevant laws and the company's issuance regulations.