[GNI] Announcement of Board Resolution to Propose Issuance of 2026 Restricted Employee Stock Options
GNI's board has resolved to issue 600,000 restricted employee stock options for 2026. These options are granted without charge and are subject to performance conditions related to company revenue/profit growth and individual performance.
📋 Article Processing Timeline
- 📰 Published: April 9, 2026 at 09:00
- 🔍 Collected: April 10, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: April 19, 2026 at 04:35 (212h 35m after Collected)
1. Date of Board Resolution: 115/04/09
2. Proposed Issue Price: This is a gratuitous issuance.
3. Total Number of Shares Proposed for Issuance: 600,000 shares.
4. Vesting Conditions:
(1) Company Overall Performance:
Must meet one of the following two conditions:
(A) Consolidated operating revenue grows by 10% compared to the previous year or by 5% compared to the average of the previous three years.
(B) Consolidated operating profit grows by 10% compared to the previous year or by 5% compared to the average of the previous three years.
(2) Individual Employee Performance:
(A) Individual performance rating reaches B grade or above.
(B) Has not violated the company's labor contract, employee code of conduct, trust agreement, corporate governance practices, integrity management code, work rules, non-competition and confidentiality agreements, or any other agreements with the company.
(C) Employees remain employed until the completion of the vesting period specified below after receiving the restricted employee stock options, achieving the following proportions of vested shares:
1 year after receiving: 60% of the allocated shares.
2 years after receiving: 40% of the allocated shares.
(D) If an employee violates the labor contract or work rules after receiving restricted employee stock options from the company, the company reserves the right to unilaterally repossess and cancel the unvested restricted employee stock options.
(E) The above number of shares will be rounded up to the nearest whole number from the first decimal place.
(3) However, if international or industry conditions have a significant impact on the company, the performance indicators or vesting ratios may be amended upon proposal by the company's Compensation Committee and resolution by the Board of Directors.
5. Handling of employee failure to meet vesting conditions or inheritance:
(1) General Resignation (Voluntary/Retirement/Redundancy/Dismissal):
Restricted employee stock options that do not meet the vesting conditions will be deemed unmet upon the effective date of resignation, and the company will legally repossess and cancel the shares.
(2) Leave of Absence:
Restricted employee stock options that do not meet the vesting conditions will have their rights restored from the date of return to work, calculated proportionally based on the number of days employed in the current year, according to the vesting conditions.
(3) General Death:
Restricted employee stock options that do not meet the vesting conditions will be deemed unmet on the date of death, and the company will legally repossess and cancel the shares.
(4) Occupational Disaster:
(A) For employees who are unable to continue working due to physical disability caused by occupational disaster, the restricted employee stock options that do not meet the vesting conditions will be calculated proportionally based on the number of days employed in the current year, according to the vesting conditions, from the effective date of resignation.
(B) In case of death due to occupational disaster, the heirs of the deceased employee can, from the date of death, calculate the vested shares of the restricted employee stock options that do not meet the vesting conditions, proportionally based on the number of days employed in the current year.
(5) Transfer:
For employees transferred due to the company's operational needs, the Chairman may approve the vesting ratio and timeline within the proportion of vesting conditions. If the employee voluntarily requests a transfer, the unvested restricted employee stock options will be legally repossessed and canceled by the company.
6. Other Issuance Conditions:
Can be applied for once or in installments within one year from the date of the shareholders' meeting resolution, and will be issued once or in installments within two years from the date of the notice of effectiveness from the Financial Supervisory Commission (the competent authority). The actual issuance date will be determined by the Chairman authorized by the Board of Directors.
7. Eligibility Criteria for Employees:
1. Limited to full-time regular employees of the company who have joined by the grant date of restricted employee stock options.
2. The actual employees eligible to receive and the number of shares they can receive will be determined by the Chairman, taking into account factors such as years of service, position, work performance, overall contribution, special achievements, or other management considerations, and then submitted to the Board of Directors for resolution. However, employees with director and/or manager status must first obtain the consent of the Compensation Committee before being submitted to the Board of Directors for resolution; employees without director or manager status must first obtain the consent of the Audit and Risk Committee before being submitted to the Board of Directors for resolution.
3. The limit on the number of restricted employee stock options that a single employee can receive or subscribe to shall be in accordance with the relevant regulations of the "Rules Governing the Offering and Issuance of Securities by Issuers".
8. Necessary Reasons for Implementing this Restricted Employee Stock Option Issuance:
To attract and retain the talent the company needs, and to motivate employees and enhance their sense of belonging, thereby jointly creating benefits for the company and shareholders.
9. Amount of Potential Amortization:
Estimated based on the closing price of the company's common stock on April 1, 115 (date of board meeting notice) and considering actuarial assumptions, the annual amortized expenses for 115, 116, and 117 will be: NT$5,960,880, NT$15,524,497, and NT$7,205,473, respectively.
10. Dilutive Effect on Earnings Per Share:
Estimated based on the closing price of the company's common stock on April 1, 115, and considering actuarial assumptions, the annual dilution effect on earnings per share for 115, 116, and 117 will be: NT$0.077, NT$0.226, and NT$0.105, respectively. The dilution to the company's earnings per share is limited and will not have a significant impact on shareholder equity.
11. Other Matters Affecting Shareholder Equity:
The dilution to the company's earnings per share is limited and will not have a significant impact on shareholder equity.
12. Rights Restricted for Employees Before Vesting After Receiving or Subscribing to New Shares:
After the issuance of restricted employee stock options by the company, they will be held in trust. The rights restricted for employees before vesting after receiving new shares are as follows:
1. After receiving new shares, employees shall not sell, transfer, gift, pledge, request the company to buy back, or dispose of the restricted employee stock options in any other way before the vesting conditions are met, except for inheritance.
2. The restricted employee stock options issued under this plan shall be managed in accordance with the trust agreement for rights such as attending shareholder meetings, proposing motions, speaking, and voting, as well as other shareholder rights before the vesting conditions are met.
3. Restricted employee stock options issued under this plan...
Keywords: Major Information
2. Proposed Issue Price: This is a gratuitous issuance.
3. Total Number of Shares Proposed for Issuance: 600,000 shares.
4. Vesting Conditions:
(1) Company Overall Performance:
Must meet one of the following two conditions:
(A) Consolidated operating revenue grows by 10% compared to the previous year or by 5% compared to the average of the previous three years.
(B) Consolidated operating profit grows by 10% compared to the previous year or by 5% compared to the average of the previous three years.
(2) Individual Employee Performance:
(A) Individual performance rating reaches B grade or above.
(B) Has not violated the company's labor contract, employee code of conduct, trust agreement, corporate governance practices, integrity management code, work rules, non-competition and confidentiality agreements, or any other agreements with the company.
(C) Employees remain employed until the completion of the vesting period specified below after receiving the restricted employee stock options, achieving the following proportions of vested shares:
1 year after receiving: 60% of the allocated shares.
2 years after receiving: 40% of the allocated shares.
(D) If an employee violates the labor contract or work rules after receiving restricted employee stock options from the company, the company reserves the right to unilaterally repossess and cancel the unvested restricted employee stock options.
(E) The above number of shares will be rounded up to the nearest whole number from the first decimal place.
(3) However, if international or industry conditions have a significant impact on the company, the performance indicators or vesting ratios may be amended upon proposal by the company's Compensation Committee and resolution by the Board of Directors.
5. Handling of employee failure to meet vesting conditions or inheritance:
(1) General Resignation (Voluntary/Retirement/Redundancy/Dismissal):
Restricted employee stock options that do not meet the vesting conditions will be deemed unmet upon the effective date of resignation, and the company will legally repossess and cancel the shares.
(2) Leave of Absence:
Restricted employee stock options that do not meet the vesting conditions will have their rights restored from the date of return to work, calculated proportionally based on the number of days employed in the current year, according to the vesting conditions.
(3) General Death:
Restricted employee stock options that do not meet the vesting conditions will be deemed unmet on the date of death, and the company will legally repossess and cancel the shares.
(4) Occupational Disaster:
(A) For employees who are unable to continue working due to physical disability caused by occupational disaster, the restricted employee stock options that do not meet the vesting conditions will be calculated proportionally based on the number of days employed in the current year, according to the vesting conditions, from the effective date of resignation.
(B) In case of death due to occupational disaster, the heirs of the deceased employee can, from the date of death, calculate the vested shares of the restricted employee stock options that do not meet the vesting conditions, proportionally based on the number of days employed in the current year.
(5) Transfer:
For employees transferred due to the company's operational needs, the Chairman may approve the vesting ratio and timeline within the proportion of vesting conditions. If the employee voluntarily requests a transfer, the unvested restricted employee stock options will be legally repossessed and canceled by the company.
6. Other Issuance Conditions:
Can be applied for once or in installments within one year from the date of the shareholders' meeting resolution, and will be issued once or in installments within two years from the date of the notice of effectiveness from the Financial Supervisory Commission (the competent authority). The actual issuance date will be determined by the Chairman authorized by the Board of Directors.
7. Eligibility Criteria for Employees:
1. Limited to full-time regular employees of the company who have joined by the grant date of restricted employee stock options.
2. The actual employees eligible to receive and the number of shares they can receive will be determined by the Chairman, taking into account factors such as years of service, position, work performance, overall contribution, special achievements, or other management considerations, and then submitted to the Board of Directors for resolution. However, employees with director and/or manager status must first obtain the consent of the Compensation Committee before being submitted to the Board of Directors for resolution; employees without director or manager status must first obtain the consent of the Audit and Risk Committee before being submitted to the Board of Directors for resolution.
3. The limit on the number of restricted employee stock options that a single employee can receive or subscribe to shall be in accordance with the relevant regulations of the "Rules Governing the Offering and Issuance of Securities by Issuers".
8. Necessary Reasons for Implementing this Restricted Employee Stock Option Issuance:
To attract and retain the talent the company needs, and to motivate employees and enhance their sense of belonging, thereby jointly creating benefits for the company and shareholders.
9. Amount of Potential Amortization:
Estimated based on the closing price of the company's common stock on April 1, 115 (date of board meeting notice) and considering actuarial assumptions, the annual amortized expenses for 115, 116, and 117 will be: NT$5,960,880, NT$15,524,497, and NT$7,205,473, respectively.
10. Dilutive Effect on Earnings Per Share:
Estimated based on the closing price of the company's common stock on April 1, 115, and considering actuarial assumptions, the annual dilution effect on earnings per share for 115, 116, and 117 will be: NT$0.077, NT$0.226, and NT$0.105, respectively. The dilution to the company's earnings per share is limited and will not have a significant impact on shareholder equity.
11. Other Matters Affecting Shareholder Equity:
The dilution to the company's earnings per share is limited and will not have a significant impact on shareholder equity.
12. Rights Restricted for Employees Before Vesting After Receiving or Subscribing to New Shares:
After the issuance of restricted employee stock options by the company, they will be held in trust. The rights restricted for employees before vesting after receiving new shares are as follows:
1. After receiving new shares, employees shall not sell, transfer, gift, pledge, request the company to buy back, or dispose of the restricted employee stock options in any other way before the vesting conditions are met, except for inheritance.
2. The restricted employee stock options issued under this plan shall be managed in accordance with the trust agreement for rights such as attending shareholder meetings, proposing motions, speaking, and voting, as well as other shareholder rights before the vesting conditions are met.
3. Restricted employee stock options issued under this plan...
Keywords: Major Information