[AMAX-KY] Announcement of the Board of Directors' Resolution to Issue Restricted Stock Awards (Correction of 115/3/11 Resolution)
AMAX-KY's board resolved to issue 200,000 shares of Restricted Stock Awards (RSAs) for free to employees to attract and retain talent. The shares will vest 50% annually over two years based on performance.
📋 Article Processing Timeline
- 📰 Published: April 22, 2026 at 09:00
- 🔍 Collected: April 23, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: April 23, 2026 at 14:03 (6h 3m after Collected)
1. Date of Board of Directors resolution: 115/04/22
2. Estimated issuance price: Issued gratuitously; issuance price is NT$0.
3. Estimated total amount of issuance (shares): The total amount is NT$2,000,000, with a par value of NT$10 per share, totaling 200,000 common shares. (Correction)
4. Vesting conditions:
Employees must remain employed after the specified periods from the allocation date (the baseline date of capital increase) and meet the annual personal performance goals set by the company to achieve the following vesting proportions:
- 1 year of service: 50%
- 2 years of service: 50%
Personal performance goals: Refers to the employee remaining in service on the vesting expiration date and having no record of violating laws, labor contracts, work rules, employee ethics guidelines, or facing disciplinary actions. Additionally, the employee must achieve a performance evaluation score of 85% or higher in the year prior to the vesting expiration date.
5. Handling of shares for employees failing to meet vesting conditions or in case of inheritance:
Unvested restricted stock awards will be deemed unvested upon the effective date, and the company will lawfully reclaim the shares gratuitously and cancel them.
Other circumstances will be handled in accordance with the issuance rules set by the company.
6. Other issuance conditions: Subject to the rules of this restricted stock award issuance.
7. Employee eligibility:
Limited to full-time regular employees of the company and its domestic or foreign controlling or subordinate companies.
8. Necessary reasons for issuing restricted stock awards:
To attract and retain necessary professional talent, motivate employees, and enhance employee cohesion, with the aim of jointly creating higher value for the company and shareholders.
9. Possible expensed amount:
Estimated based on the company's average closing price of NT$130.30 per share in March 2026. If fully vested, the maximum possible expensed amount is NT$26,060,000. (Correction)
10. Dilution impact on the company's EPS:
Based on vesting conditions, the estimated annual expensed amounts for 2027 and 2028 are approximately NT$19,545,000 and NT$6,515,000, respectively. Calculated using 42,384,800 outstanding shares as of March 31, 2026, the possible reduction in EPS for 2027 and 2028 is approximately NT$0.46 and NT$0.15, respectively. (Correction)
11. Other impacts on shareholder equity:
The dilution of EPS is limited, so there is no significant impact on shareholder equity.
12. Rights restrictions on employees before meeting vesting conditions:
(1) During the vesting period, employees may not sell, pledge, transfer, gift, establish rights over, or otherwise dispose of the restricted stock.
(2) Before vesting, the stock does not carry rights to stock dividends, cash dividends, cash capital increases, or capital reserve distributions.
(3) Upon issuance, the shares must be placed in a trust. Employees cannot request the return of the shares from the trustee before vesting conditions are met.
(4) In the event of cash capital reduction not mandated by law, the shares will be canceled proportionally. The refunded cash must be held in trust and delivered only after vesting.
(5) Before vesting, rights such as attendance, proposal, speaking, and voting at shareholders' meetings are exercised by the trust/custody institution.
13. Other important agreements: The company acts as the agent for the trust/custody agreements.
14. Other matters needing to be stated: The fair value is based on the closing price on the grant date, so actual expenses may differ.
2. Estimated issuance price: Issued gratuitously; issuance price is NT$0.
3. Estimated total amount of issuance (shares): The total amount is NT$2,000,000, with a par value of NT$10 per share, totaling 200,000 common shares. (Correction)
4. Vesting conditions:
Employees must remain employed after the specified periods from the allocation date (the baseline date of capital increase) and meet the annual personal performance goals set by the company to achieve the following vesting proportions:
- 1 year of service: 50%
- 2 years of service: 50%
Personal performance goals: Refers to the employee remaining in service on the vesting expiration date and having no record of violating laws, labor contracts, work rules, employee ethics guidelines, or facing disciplinary actions. Additionally, the employee must achieve a performance evaluation score of 85% or higher in the year prior to the vesting expiration date.
5. Handling of shares for employees failing to meet vesting conditions or in case of inheritance:
Unvested restricted stock awards will be deemed unvested upon the effective date, and the company will lawfully reclaim the shares gratuitously and cancel them.
Other circumstances will be handled in accordance with the issuance rules set by the company.
6. Other issuance conditions: Subject to the rules of this restricted stock award issuance.
7. Employee eligibility:
Limited to full-time regular employees of the company and its domestic or foreign controlling or subordinate companies.
8. Necessary reasons for issuing restricted stock awards:
To attract and retain necessary professional talent, motivate employees, and enhance employee cohesion, with the aim of jointly creating higher value for the company and shareholders.
9. Possible expensed amount:
Estimated based on the company's average closing price of NT$130.30 per share in March 2026. If fully vested, the maximum possible expensed amount is NT$26,060,000. (Correction)
10. Dilution impact on the company's EPS:
Based on vesting conditions, the estimated annual expensed amounts for 2027 and 2028 are approximately NT$19,545,000 and NT$6,515,000, respectively. Calculated using 42,384,800 outstanding shares as of March 31, 2026, the possible reduction in EPS for 2027 and 2028 is approximately NT$0.46 and NT$0.15, respectively. (Correction)
11. Other impacts on shareholder equity:
The dilution of EPS is limited, so there is no significant impact on shareholder equity.
12. Rights restrictions on employees before meeting vesting conditions:
(1) During the vesting period, employees may not sell, pledge, transfer, gift, establish rights over, or otherwise dispose of the restricted stock.
(2) Before vesting, the stock does not carry rights to stock dividends, cash dividends, cash capital increases, or capital reserve distributions.
(3) Upon issuance, the shares must be placed in a trust. Employees cannot request the return of the shares from the trustee before vesting conditions are met.
(4) In the event of cash capital reduction not mandated by law, the shares will be canceled proportionally. The refunded cash must be held in trust and delivered only after vesting.
(5) Before vesting, rights such as attendance, proposal, speaking, and voting at shareholders' meetings are exercised by the trust/custody institution.
13. Other important agreements: The company acts as the agent for the trust/custody agreements.
14. Other matters needing to be stated: The fair value is based on the closing price on the grant date, so actual expenses may differ.