[Perpetual Bio-Innovation] Announcement from the Board of Directors Regarding the Issuance of Restricted Employee Rights New Shares
Perpetual Bio-Innovation's board of directors resolved to issue Restricted Stock Units (RSUs) to employees. This initiative aims to attract and retain talent, boost employee morale, and foster a sense of belonging. Vesting is conditional on service tenure and performance metrics. The estimated maximum expense is TWD 324 million.
📋 Article Processing Timeline
- 📰 Published: May 5, 2026 at 09:00
- 🔍 Collected: May 6, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 6, 2026 at 08:08 (8 min after Collected)
1. Date of board resolution: 115/05/05
2. Estimated issuance price: Free issuance, NT$0 per share
3. Estimated total issuance (shares): 8,000,000 common shares, NT$0.5 par value per share (in conjunction with the changed par value), totaling NT$4,000,000
4. Vesting conditions:
Employees who are allocated restricted employee rights new shares under these regulations, starting from the capital increase record date, must remain employed upon the expiration of the following vesting periods and must meet an annual individual performance appraisal result of three points (inclusive) or higher (one point is lowest, five points is highest), and fulfill their service responsibilities, have no violations of the company's service agreement and integrity, work rules, contracts with the company, or company regulations. The vesting ratios for shares that can be achieved are as follows:
(1) 15% of the vested shares can be allocated after meeting the above vesting conditions for the first year.
(2) 35% of the vested shares can be allocated after meeting the above vesting conditions for the second year.
(3) 50% of the vested shares can be allocated after meeting the above vesting conditions for the third year.
If any of the above dates fall on a holiday, it will be postponed to the next business day.
5. Handling of employees who do not meet vesting conditions or in case of inheritance:
The Company will repurchase their shares without compensation and process cancellation. In exceptional circumstances (including but not limited to inheritance), it will be handled in accordance with the "115 Restricted Employee Rights New Share Issuance Regulations."
6. Other issuance conditions: To be handled in accordance with the issuance regulations.
7. Employee eligibility requirements:
(1) Employees applicable to these regulations are full-time employees of the Company and its subordinate companies who are employed on the grant date.
(2) The employees, methods, and quantities of restricted employee rights new shares to be allocated under these regulations will be determined by the Chairman, subject to approval by the board of directors, considering performance, overall contribution, special achievements, or other management needs, as well as the Company's operational needs and business development strategies. If the allocated employee is a manager, prior approval from the Compensation Committee is required; if the allocated employee is not a manager, prior approval from the Audit Committee is required.
(3) The number of shares an individual employee may be allocated shall be handled in accordance with the "Regulations Governing the Offering and Issuance of Securities by Issuers."
8. Reasons for this restricted employee rights new share issuance:
To retain and attract professional talent, motivate employees, and enhance employee cohesion and sense of belonging, thereby laying the foundation for the Company's sustainable operation.
9. Possible expensed amount:
Based on the Company's closing price of NT$756 on April 27, 115, if all vesting conditions are met, the estimated maximum possible expensed amount is NT$302,400 thousand; according to the vesting conditions, the possible expensed amount per year from 115 to 118 is approximately NT$12,390 thousand, NT$144,900 thousand, NT$98,910 thousand, and NT$46,200 thousand, respectively.
10. Dilution of earnings per share:
Based on the Company's outstanding shares of 65,580,050 shares as of April 27, 115 (including 667,500 shares of exercised employee stock options not yet registered for change) and considering the adjustment of par value, the estimated outstanding shares are 1,311,601 thousand shares. The possible reduction in earnings per share per year from 115 to 118 is approximately NT$0.01, NT$0.11, NT$0.08, and NT$0.04, respectively.
11. Other matters affecting shareholder equity:
This issuance of restricted employee rights new shares accounts for 0.61% of the total outstanding shares, with limited dilution to the Company's earnings per share and no significant impact on shareholder equity.
12. Rights restricted for employees after allocation or subscription of new shares and before meeting vesting conditions:
The Company will repurchase their shares without compensation and process cancellation. In exceptional circumstances (including but not limited to inheritance), it will be handled in accordance with the "115 Restricted Employee Rights New Share Issuance Regulations."
13. Other important agreements (including stock trust custody, etc.):
After employees are allocated restricted employee rights new shares, and their allocated shares are registered in the Company's shareholder register, the Company will deliver its newly issued common shares or new share certificates by book-entry transfer; and, in accordance with the trust agreement, these shares shall be delivered for trust custody during the restricted vesting period.
14. Other matters that should be specified:
(1) These regulations shall be implemented after approval by a resolution of the board of directors with more than two-thirds of the directors present and more than one-half of the attending directors agreeing, and special resolution approval from the shareholders' meeting, and effective registration with the competent authority. The same applies to revisions before issuance. Hereafter, if revisions are necessary due to amendments to laws and regulations, requirements of competent authority review, or other factors, the Chairman is authorized to amend these regulations, which shall then be submitted to the board of directors for retrospective approval before issuance.
(2) For any unaddressed matters in these regulations, unless otherwise stipulated by law, the board of directors or its authorized person is fully authorized to revise or implement them in accordance with relevant laws and regulations.
Keywords: Material Information
2. Estimated issuance price: Free issuance, NT$0 per share
3. Estimated total issuance (shares): 8,000,000 common shares, NT$0.5 par value per share (in conjunction with the changed par value), totaling NT$4,000,000
4. Vesting conditions:
Employees who are allocated restricted employee rights new shares under these regulations, starting from the capital increase record date, must remain employed upon the expiration of the following vesting periods and must meet an annual individual performance appraisal result of three points (inclusive) or higher (one point is lowest, five points is highest), and fulfill their service responsibilities, have no violations of the company's service agreement and integrity, work rules, contracts with the company, or company regulations. The vesting ratios for shares that can be achieved are as follows:
(1) 15% of the vested shares can be allocated after meeting the above vesting conditions for the first year.
(2) 35% of the vested shares can be allocated after meeting the above vesting conditions for the second year.
(3) 50% of the vested shares can be allocated after meeting the above vesting conditions for the third year.
If any of the above dates fall on a holiday, it will be postponed to the next business day.
5. Handling of employees who do not meet vesting conditions or in case of inheritance:
The Company will repurchase their shares without compensation and process cancellation. In exceptional circumstances (including but not limited to inheritance), it will be handled in accordance with the "115 Restricted Employee Rights New Share Issuance Regulations."
6. Other issuance conditions: To be handled in accordance with the issuance regulations.
7. Employee eligibility requirements:
(1) Employees applicable to these regulations are full-time employees of the Company and its subordinate companies who are employed on the grant date.
(2) The employees, methods, and quantities of restricted employee rights new shares to be allocated under these regulations will be determined by the Chairman, subject to approval by the board of directors, considering performance, overall contribution, special achievements, or other management needs, as well as the Company's operational needs and business development strategies. If the allocated employee is a manager, prior approval from the Compensation Committee is required; if the allocated employee is not a manager, prior approval from the Audit Committee is required.
(3) The number of shares an individual employee may be allocated shall be handled in accordance with the "Regulations Governing the Offering and Issuance of Securities by Issuers."
8. Reasons for this restricted employee rights new share issuance:
To retain and attract professional talent, motivate employees, and enhance employee cohesion and sense of belonging, thereby laying the foundation for the Company's sustainable operation.
9. Possible expensed amount:
Based on the Company's closing price of NT$756 on April 27, 115, if all vesting conditions are met, the estimated maximum possible expensed amount is NT$302,400 thousand; according to the vesting conditions, the possible expensed amount per year from 115 to 118 is approximately NT$12,390 thousand, NT$144,900 thousand, NT$98,910 thousand, and NT$46,200 thousand, respectively.
10. Dilution of earnings per share:
Based on the Company's outstanding shares of 65,580,050 shares as of April 27, 115 (including 667,500 shares of exercised employee stock options not yet registered for change) and considering the adjustment of par value, the estimated outstanding shares are 1,311,601 thousand shares. The possible reduction in earnings per share per year from 115 to 118 is approximately NT$0.01, NT$0.11, NT$0.08, and NT$0.04, respectively.
11. Other matters affecting shareholder equity:
This issuance of restricted employee rights new shares accounts for 0.61% of the total outstanding shares, with limited dilution to the Company's earnings per share and no significant impact on shareholder equity.
12. Rights restricted for employees after allocation or subscription of new shares and before meeting vesting conditions:
The Company will repurchase their shares without compensation and process cancellation. In exceptional circumstances (including but not limited to inheritance), it will be handled in accordance with the "115 Restricted Employee Rights New Share Issuance Regulations."
13. Other important agreements (including stock trust custody, etc.):
After employees are allocated restricted employee rights new shares, and their allocated shares are registered in the Company's shareholder register, the Company will deliver its newly issued common shares or new share certificates by book-entry transfer; and, in accordance with the trust agreement, these shares shall be delivered for trust custody during the restricted vesting period.
14. Other matters that should be specified:
(1) These regulations shall be implemented after approval by a resolution of the board of directors with more than two-thirds of the directors present and more than one-half of the attending directors agreeing, and special resolution approval from the shareholders' meeting, and effective registration with the competent authority. The same applies to revisions before issuance. Hereafter, if revisions are necessary due to amendments to laws and regulations, requirements of competent authority review, or other factors, the Chairman is authorized to amend these regulations, which shall then be submitted to the board of directors for retrospective approval before issuance.
(2) For any unaddressed matters in these regulations, unless otherwise stipulated by law, the board of directors or its authorized person is fully authorized to revise or implement them in accordance with relevant laws and regulations.
Keywords: Material Information