Asia Vital Components: The Board of Directors has approved plans to issue employee stock options at less than fair market value.

Declaration

1.Date of the board of directors resolution:2022/03/17
2.Issuance period: Granted one or more times within one year of the date
 of official notification of approval. The actual issue dates will be
decided by the Chairman.
3.Eligibility criteria for optionees:
Stock options are offered according to levels of contribution to the company,
to full-time the company's and overseas subsidiaries employees. The Chariman
decides on stock option amounts  depending on Length of service, and rank,
and job performance, and work contribution (Includes possible future
contributions) and special achievements. Employees with managerial status
or directors with employee status shall first submit to the Salary and
Compensation Committee for approval. The general employees shall first
submit to the Audit Committee for approval and then to the Board of
Directors for approval. Pursuant to Article 56-1.1 of Regulations Governing
 the Offering and Issuance of Securities by Securities Issuers, the total
number of options plus the number of shares of restricted stocks granted
to any employee shall not exceed 0.3% of the total number of outstanding
common shares of the Company. Pursuant to Article 56-1.1 of Regulations
Governing the Offering and Issuance of Securities by Securities Issuers,
the total number of shares subscribed by each employee by way of exercising
 Options granted to him/her shall not exceed 1% of the total outstanding
common shares of the Company.
4.Number of total issued units of the employee stock warrants:16,689 units
5.Number of shares each stock warrant unit may subscribe for:1,000 shares
6.Total number of new shares to be issued due to exercise of options, or the
no.of shares for shares buyback as required by Article 28-2 of the
Securities and Exchange Act: 16,689 shares of new shares to be issued.
7.Subscription price:The stock option price shall be no less than 60% of the
closing price of the common stock on the issuance date of the stock option.
8.Period of subscription rights:
a.Employees who have had stock options granted to them for at least two
years can follow the schedule below to exercise said stock options.
Employees may exercise up to 35% of their options starting two years after
 the grant.
Employees may exercise up to 65% of their options starting three years after
 the grant. Employees may exercise up to 85% of their options starting four
years after the grant. Employees may exercise up to 100% of their options
starting five years after the grant. The duration of an employee stock
option is ten years from issuance date. Employee stock options may not be
transferred to any other person or persons, with the exception of
inheritance.
b.The stock options shall not be pledged, given to others or otherwise
disposed of.
c. In case of gross negligence or breach of contract on the part of an
employee who has been granted stock options, the Company has the right
to revoke the outstanding, unexercised balance of his or her stock options.
d.The Board of Directors may adjust the period and proportion of the stock
options granted depending on the actual issuance of each stock option.
9.Types of shares which may be subscribed for:Common shares of the Company.
10.Handling method for employee resignation/inheritance:
I.Voluntary resignation or dismissal:
The stock option holders shall exercise his/her stock options within 3
month effective on the date of resignation. Any unexercised options will
 be forfeited upon expiration of effective period. The stock option
holders will automatically surrender any unvested option rights upon
the date of resignation.
II.Retirement:
Entitle to exercise all the vested stock options. The stock option holder
is entitled to exercise all his/her stock options granted upon its 2 year
maturation date, and will not be restricted by the effective period
restrictions stated in article 2 paragraph 1. The stock option holder
is restricted to exercise his/her vested stock options within 1 year
starting from the date of resignation or from the 2 year maturation date
(which ever is later) and remains limited to the duration of the stock
warrants.
III.Leave without pay:
In accordance with government regulations or in the event of serious
personal illness, major family changes, or study abroad, etc.
The stock option holder can exercise his/her vested options within 30 days
from the effective date of leave without pay. The company will suspend all
the unexercised options rights and the unvested option rights til the day
the stock option holders returns. The effective duration of the options
shall not be extended on the grounds of leave without pay. However, the
company will defer the maturation date of the unvested options
simultaneously with the stock option holder leave without pay.
IV.Death:When an employee passes away during employment, his/her active
stock options can be inherited and exercised by his/her inheritor(s)
within one year starting from the date of death or before stock option
expire(whichever is due earlier). Any stock options which are not actively
available for exercise shall be regarded as being waived as of the date of
death.
V.Occupational injuries or death :
i.The stock option holder may exercise all the vested stocks upon his/her
date of employment termination and not restricted by article 2 paragraph 1
policy. The stock option holder may exercise the stock option within a year
effective from the date of employment termination or upon the 2 years
maturation date of the stock option (which ever date is later).
ii.Successors of employee who died in occupational hazard may inherit and
process all the vested stock options within a year dated from the death of
the employees or upon the 2 years maturation date, (which ever date is
later) and not restricted by policy of article 2 paragraph 1. The
unexercised options shall expire or become invalid if the successor is
not able to exercise the options within the effective period set forth
above. Any unvested options shall be voided on the day of the death of the
employee.
VI.Job position transfer to affiliates
If due to operational needs of the company, the president of the company
decides that it is necessary to job position transfer a holder of the
stock options to a position at an affiliate, the job position transfer
shall have no effect on the rights and obligations in connection with
the stock options already allocated.
VII. An employee or his/her inheritor(s) will be regarded as giving up
any right to exercise such employee's stock options if he/she does not
exercise the stock options available within the stated timelines.
11.Other criteria for subscription:
When employees give up their rights to stock options,
such stock options will be revoked and canceled by the Company.
12.Method for performance of contract:The Company performs the contract by
issuing and delivering new shares to employees.
13.Adjustment of subscription price:
I. Except for the company issuing new common shares due to the exercise of
conversion rights or subscription rights of equity-linked instruments, or
employee bonuses, after issuing employee stock options, the subscription
price per share will be adjusted when the number of the company's
outstanding common shares is changed under certain situations, including
cash capital increases, capitalization of retained earnings, capitalization
 of capital reserves, mergers,  stock splits, participate in the issuance
of overseas depositary receipts by handling cash capital increase etc. The
 subscription price per share as the following formula.
 (The calculation will be rounded off to 0.1 NT Dollar.)
II. Adjusted purchase price=purchase price before adjustment×{number of
shares already issued+[(amount paid per share×number of new shares
issued)/purchase price before adjustment]}/(number of shares already issued
+ number of new shares issued)
i. "Number of shares already issued" means the total number of common
shares already issued, excluding the number of stock option payment
certificates and bond conversion certificates. The number of treasury
shares bought back by the Company but not yet cancelled or transferred
should be deducted.
ii. In the case of bonus shares or a stock split, the "amount paid
per share" is zero.
iii. In the case of the new share issuance due to the company's merger with
another company, the exercise price will be the average of continuative
30 days common stock closing price of the company after 45th days before
the merger record date. If the Company purchases shares of another company
and issues new shares, the amount shall be the simple arithmetic average of
the closing prices of the Company's common shares for the 30 consecutive
business days immediately preceding the 45th business day before the date
of completion of the share transfer.
iv. The calculation will be rounded off to 0.1 NT Dollar.
v. If the adjusted share price is higher than the pre-adjustment share
price, no adjustment will be made.
vi. If the adjusted stock option price is less than the par value of the
common stock, the par value of the common stock will be used as the stock
option price.
III. If the reduction of shares of common stock is not due to the
cancellation of treasury stock, the adjusted subscription price shall
be calculated according to the following formula and adjusted on the
basis date of capital reduction
(exchange of votes).
When the capital reduction makes up for the loss.
Adjusted subscription price = pre-adjusted subscription price × (number
 of shares issued before the capital reduction / number of shares issued
 after the capital reduction)
In case of capital reduction in cash
Adjusted stock option price = (adjusted stock option price - cash refund
 per share) × (number of common shares issued before the capital reduction
 / number of common shares issued after the capital reduction).
IV. If cash dividends are paid to employees after the issuance of employee
stock options, the stock option price will be adjusted according to the
following formula (calculated to the nearest dollar)
 (calculated to the nearest NT$ corner, rounded up to the nearest NT$
corner).
Adjusted stock option price = pre-adjusted stock option price × (1 - the
ratio of cash dividends to the current price per share)
The above hourly price per share shall be calculated by choosing one of
the one, three or five business days before the announcement date of cash
 dividend cessation and ex-dividend.
The simple arithmetic average of the closing prices of the common shares
shall prevail.
v. If the adjusted share price is higher than the pre-adjustment share
price, no adjustment will be made.
vi. If the adjusted stock option price is less than the par value of the
common stock, the par value of the common stock will be used as the stock
 option price.
14.Procedures for exercising options:
I.The stock option certificate holder may exercise his/her stock option
certificates according to this Method by filling in the stock option
certificate request form to file the application to the Corporation except
during the period in which transfer is suspended by law, and the period
starting from fifteen business days before the date of the announcement of
the 51 cessation of transfer and ex-rights of the allotment, the date of
the announcement of the cessation of transfer and ex-dividend of the cash
 dividend, or the date of the announcement of the cessation of transfer
and ex-rights of the cash capital increase stock option, negotiated with
 the TWSE by the Corporation, to the record date of the distribution of
the right.
II.After the Corporation accepts the request of exercising stock option
certificates from a stock option certificate holder, it shall notify said
stock option certificate holder to pay the share payment to the designated
bank, and said stock option certificate holder is not allowed to revoke the
payment it is made. Anyone who fails to make payment after the deadline is
considered to have forfeited the right to subscribe.
III.Upon confirming the sufficient payment for shares by a stock option
certificate holder, the Corporation shall instruct the Corporation's agent
for stock affairs to record his/her number of shares subscribed and his/her
 names in the shareholders'roster, and shall issue the new ordinary shares
 to said stock option certificate holder through depository bookentry
transfer within five business days.
IV.The ordinary shares described above are listed for trading on the date of
delivery to the stock option certificate holder.
V.The Corporation will apply to the competent authority of the Corporation's
registrar for registration of the change in the capital amount of the
completed shares within 15 days after the end of each quarter.
VI. If the above-mentioned stock option holders are employees of foreign
subsidiaries, the agents or representatives in Taiwan shall perform the
tasks on their behalf.
15.Rights and obligations after exercising options:
Common shares delivered after exercising the Options shall have the
same rights, obligations and privileges as holders of common shares
of the Company.
16.Record date for any additional share exchange, stock swap, or subscription:
N/A
17.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:N/A
18.Other important terms and conditions:
I. The Method along with any revision prior to its issuance shall be
approved by the majority votes at the Board Meeting at which two-thirds
 or more Directors are present, and shall take effect upon the approval
 by the competent authority. If, in the course of the examination by the
 competent authority, this Method should be amended due to the request
of the examination by the competent authority, the Chairman of the Board
is authorized to amend it first, and it shall not be issued until
subsequently ratified by the Board.
II. If there are any matters not covered by these Regulations, they shall
be handled in accordance with the relevant laws and regulations.
19.Any other matters that need to be specified:None.


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