[Shin Kin] Announcement of the Board of Directors' Resolution to Issue New Restricted Stock for Employees
Shin Kin's Board of Directors has approved the issuance of up to 1,500,000 new restricted shares for employees. These shares will be granted at no cost to mid-to-senior level executives and key personnel, vesting over three years based on continued employment and the achievement of specific company and individual performance goals. The plan aims to retain talent and align employee interests with those of the 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 13:09 (2h 9m after Collected)
1. Date of Board of Directors' resolution: 2026/04/14
2. Expected issue price: To be issued at NT$0 per share, i.e., granted to employees at no cost.
3. Expected total issue amount (shares): The maximum total issue amount for these restricted employee shares is NT$15,000,000, with a par value of NT$10 per share, totaling 1,500,000 common shares.
4. Vesting Conditions:
Employees must remain employed from the date of grant (i.e., the record date for the capital increase of the restricted shares) for the periods specified below and meet the performance conditions required by the company (both company performance and individual performance must be met). The vesting schedule is as follows:
(1) Eligibility: Mid-to-senior level executives and key personnel.
(2) Company Performance:
1. If the company's EPS in the previous year is NT$5 or higher, the vesting weight is 100%.
2. If the company's EPS in the previous year is between NT$3.5 (inclusive) and NT$5, the vesting weight is 50%.
3. If the company's EPS in the previous year is below NT$3.5, the vesting weight is 0%.
(3) Individual Performance: The most recent annual performance review at the end of the vesting period must be rated 'A' or above.
(4) Vesting Schedule/Ratio:
After one year: 30%
After two years: 30%
After three years: 40%
5. Handling of situations where employees do not meet vesting conditions or in the event of inheritance:
(1) General Separation (Voluntary/Retirement/Layoff/Dismissal): For any granted but unvested restricted shares, the Company will reclaim the shares at no cost and cancel them in accordance with the law.
(2) Leave of Absence: The rights to unvested restricted shares will be restored upon the employee's return to work. However, the vesting period will be extended by the duration of the leave.
(3) General Death: For any granted but unvested restricted shares, the Company will reclaim the shares at no cost and cancel them in accordance with the law.
(4) Occupational Injury/Illness:
1. In the event of inability to continue employment due to physical disability from an occupational injury: Unvested restricted shares may vest on the date of separation. For vesting years where company and individual performance can be confirmed, the actual number of vested shares will be calculated according to the vesting conditions defined in this plan. For years where performance cannot be confirmed, all unvested restricted shares may vest in full.
2. In the event of death due to an occupational injury: Upon the employee's death, the heir(s) may apply to receive the inherited shares or their disposed value after completing necessary legal procedures and providing relevant documentation. However, for vesting years where company and individual performance can be confirmed at the time of death, the actual number of vested shares will be calculated according to the vesting conditions. For years where performance cannot be confirmed, all unvested restricted shares may vest in full.
(5) Transfer: If an employee requests a transfer to an affiliated company or other company (excluding subsidiaries), their restricted shares will be handled in the same manner as a "General Separation" under item 1 of this section. However, if the transfer is directed by the Company for operational needs to an affiliated company or other company, the employee's granted restricted shares will not be affected by the transfer.
(6) The employee or their heirs shall receive the vested shares in accordance with the trust agreement.
(7) Other: If an employee, after being granted restricted shares under this plan, commits a major violation of their employment contract or work rules deemed serious by the Company, the Company has the right to reclaim and cancel any unvested restricted shares at no cost.
6. Other Issuance Conditions: None.
7. Employee Eligibility Criteria:
(1) This plan is limited to full-time permanent employees of the Company and its subsidiaries (as defined in Article 369-2, Paragraph 1 of the Company Act). The actual recipients of restricted shares and the number of shares they receive will be based on a distribution standard considering factors such as seniority, position, work performance, overall contribution, special merits, or other management considerations. The list will be determined by the Chairman and approved by the Board of Directors. However, grants to individuals with managerial status or directors who are also employees must first be approved by the Remuneration Committee, while grants to non-managerial employees must first be approved by the Audit Committee.
(2) In accordance with Article 56-1, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," the cumulative number of shares granted to a single employee, when added to the cumulative number of restricted employee shares already acquired, shall not exceed 0.3% of the total number of issued shares. Furthermore, when added to the number of shares from employee stock options granted under Article 56, Paragraph 1 of the same regulations, the total shall not exceed 1% of the total number of issued shares.
8. Reason for Issuing New Restricted Employee Shares: To retain necessary professional talent, and to increase employee commitment and sense of belonging, thereby jointly creating value for the company and shareholders.
9. Potential Expensed Amount: The company will measure the fair value of the stock on the grant date and recognize the related expenses annually over the vesting period. Assuming a hypothetical closing price of NT$108 per common share, the total potential expensed amount, if all vesting conditions are met, is NT$162,000,000. The estimated expenses for the years 2026 to 2029 are NT$22,024,000, NT$53,951,000, NT$54,098,000, and NT$31,927,000, respectively.
10. Dilution Effect on Earnings Per Share (EPS): Based on the 144,268,604 weighted average outstanding common shares as of April 14, 2026, the estimated potential decrease in EPS for the years 2026 to 2029 is NT$0.15, NT$0.37, NT$0.37, and NT$0.22, respectively.
11. Other Impacts on Shareholder Equity: No significant impact.
12. Rights Restricted Before Vesting Conditions are Met:
(1) The restricted employee shares issued under this plan will be delivered to a trust for custody in the employee's name. Before the vesting conditions are met, the employee's rights are restricted as follows:
1. After receiving the new shares but before vesting, the employee may not sell, mortgage, transfer, gift, pledge, or otherwise dispose of the restricted shares, except through inheritance.
2. The rights to attend, propose, speak, and vote at shareholder meetings will be executed by the trust institution according to the trust agreement.
(2) Apart from the restrictions stipulated in the trust agreement mentioned above, other rights associated with the restricted employee shares granted under this plan, before vesting conditions are met, are the same as those for the company's other issued common shares. This includes, but is not limited to, the right to receive dividends, bonuses, and capital reserves, as well as rights in cash capital increases and voting rights. (Employees are entitled to receive cash and stock dividends distributed by the company, and these distributed dividends are considered vested and not required to be held in trust. The same applies to capital reduction refunds and subscription rights in cash capital increases).
13. Other Important Agreements (including stock trust custody): All issued restricted employee shares shall be placed in the custody of a trust institution designated by the Company.
14. Other Matters to be Stated:
(1) For matters related to this issuance of restricted employee shares, the shareholders' meeting is requested to authorize the Board of Directors to handle any future amendments or adjustments required by the competent authorities. If amendments are required during the review process by the competent authorities, the Chairman is authorized to revise this plan, which will subsequently be submitted to the Board of Directors for ratification before issuance.
(2) For any matters not covered herein, unless otherwise stipulated by law, the Board of Directors or its authorized person is fully empowered to amend or execute them in accordance with relevant laws and regulations.
2. Expected issue price: To be issued at NT$0 per share, i.e., granted to employees at no cost.
3. Expected total issue amount (shares): The maximum total issue amount for these restricted employee shares is NT$15,000,000, with a par value of NT$10 per share, totaling 1,500,000 common shares.
4. Vesting Conditions:
Employees must remain employed from the date of grant (i.e., the record date for the capital increase of the restricted shares) for the periods specified below and meet the performance conditions required by the company (both company performance and individual performance must be met). The vesting schedule is as follows:
(1) Eligibility: Mid-to-senior level executives and key personnel.
(2) Company Performance:
1. If the company's EPS in the previous year is NT$5 or higher, the vesting weight is 100%.
2. If the company's EPS in the previous year is between NT$3.5 (inclusive) and NT$5, the vesting weight is 50%.
3. If the company's EPS in the previous year is below NT$3.5, the vesting weight is 0%.
(3) Individual Performance: The most recent annual performance review at the end of the vesting period must be rated 'A' or above.
(4) Vesting Schedule/Ratio:
After one year: 30%
After two years: 30%
After three years: 40%
5. Handling of situations where employees do not meet vesting conditions or in the event of inheritance:
(1) General Separation (Voluntary/Retirement/Layoff/Dismissal): For any granted but unvested restricted shares, the Company will reclaim the shares at no cost and cancel them in accordance with the law.
(2) Leave of Absence: The rights to unvested restricted shares will be restored upon the employee's return to work. However, the vesting period will be extended by the duration of the leave.
(3) General Death: For any granted but unvested restricted shares, the Company will reclaim the shares at no cost and cancel them in accordance with the law.
(4) Occupational Injury/Illness:
1. In the event of inability to continue employment due to physical disability from an occupational injury: Unvested restricted shares may vest on the date of separation. For vesting years where company and individual performance can be confirmed, the actual number of vested shares will be calculated according to the vesting conditions defined in this plan. For years where performance cannot be confirmed, all unvested restricted shares may vest in full.
2. In the event of death due to an occupational injury: Upon the employee's death, the heir(s) may apply to receive the inherited shares or their disposed value after completing necessary legal procedures and providing relevant documentation. However, for vesting years where company and individual performance can be confirmed at the time of death, the actual number of vested shares will be calculated according to the vesting conditions. For years where performance cannot be confirmed, all unvested restricted shares may vest in full.
(5) Transfer: If an employee requests a transfer to an affiliated company or other company (excluding subsidiaries), their restricted shares will be handled in the same manner as a "General Separation" under item 1 of this section. However, if the transfer is directed by the Company for operational needs to an affiliated company or other company, the employee's granted restricted shares will not be affected by the transfer.
(6) The employee or their heirs shall receive the vested shares in accordance with the trust agreement.
(7) Other: If an employee, after being granted restricted shares under this plan, commits a major violation of their employment contract or work rules deemed serious by the Company, the Company has the right to reclaim and cancel any unvested restricted shares at no cost.
6. Other Issuance Conditions: None.
7. Employee Eligibility Criteria:
(1) This plan is limited to full-time permanent employees of the Company and its subsidiaries (as defined in Article 369-2, Paragraph 1 of the Company Act). The actual recipients of restricted shares and the number of shares they receive will be based on a distribution standard considering factors such as seniority, position, work performance, overall contribution, special merits, or other management considerations. The list will be determined by the Chairman and approved by the Board of Directors. However, grants to individuals with managerial status or directors who are also employees must first be approved by the Remuneration Committee, while grants to non-managerial employees must first be approved by the Audit Committee.
(2) In accordance with Article 56-1, Paragraph 1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," the cumulative number of shares granted to a single employee, when added to the cumulative number of restricted employee shares already acquired, shall not exceed 0.3% of the total number of issued shares. Furthermore, when added to the number of shares from employee stock options granted under Article 56, Paragraph 1 of the same regulations, the total shall not exceed 1% of the total number of issued shares.
8. Reason for Issuing New Restricted Employee Shares: To retain necessary professional talent, and to increase employee commitment and sense of belonging, thereby jointly creating value for the company and shareholders.
9. Potential Expensed Amount: The company will measure the fair value of the stock on the grant date and recognize the related expenses annually over the vesting period. Assuming a hypothetical closing price of NT$108 per common share, the total potential expensed amount, if all vesting conditions are met, is NT$162,000,000. The estimated expenses for the years 2026 to 2029 are NT$22,024,000, NT$53,951,000, NT$54,098,000, and NT$31,927,000, respectively.
10. Dilution Effect on Earnings Per Share (EPS): Based on the 144,268,604 weighted average outstanding common shares as of April 14, 2026, the estimated potential decrease in EPS for the years 2026 to 2029 is NT$0.15, NT$0.37, NT$0.37, and NT$0.22, respectively.
11. Other Impacts on Shareholder Equity: No significant impact.
12. Rights Restricted Before Vesting Conditions are Met:
(1) The restricted employee shares issued under this plan will be delivered to a trust for custody in the employee's name. Before the vesting conditions are met, the employee's rights are restricted as follows:
1. After receiving the new shares but before vesting, the employee may not sell, mortgage, transfer, gift, pledge, or otherwise dispose of the restricted shares, except through inheritance.
2. The rights to attend, propose, speak, and vote at shareholder meetings will be executed by the trust institution according to the trust agreement.
(2) Apart from the restrictions stipulated in the trust agreement mentioned above, other rights associated with the restricted employee shares granted under this plan, before vesting conditions are met, are the same as those for the company's other issued common shares. This includes, but is not limited to, the right to receive dividends, bonuses, and capital reserves, as well as rights in cash capital increases and voting rights. (Employees are entitled to receive cash and stock dividends distributed by the company, and these distributed dividends are considered vested and not required to be held in trust. The same applies to capital reduction refunds and subscription rights in cash capital increases).
13. Other Important Agreements (including stock trust custody): All issued restricted employee shares shall be placed in the custody of a trust institution designated by the Company.
14. Other Matters to be Stated:
(1) For matters related to this issuance of restricted employee shares, the shareholders' meeting is requested to authorize the Board of Directors to handle any future amendments or adjustments required by the competent authorities. If amendments are required during the review process by the competent authorities, the Chairman is authorized to revise this plan, which will subsequently be submitted to the Board of Directors for ratification before issuance.
(2) For any matters not covered herein, unless otherwise stipulated by law, the Board of Directors or its authorized person is fully empowered to amend or execute them in accordance with relevant laws and regulations.