Voltronic Power Technology : Announcement of the Board of Directors resolution on the issuance of new shares for Employee Restricted Stock Awards

 Announcement of the Board of Directors
resolution on the issuance of new shares for Employee
Restricted Stock Awards

1.Date of the board of directors resolution:2022/02/24
2.Expected issue price:To be issued for free to employees
3.Expected total amount (shares) of issuance:
 A total of 540,000 common shares
4.Vesting conditions:
 1.After new restricted employee shares are distributed to an employee,
   the restriction on right of such employee to receive new shares shall be
   released according to the following time schedule and percentage of
   distributable shares for this time:
   The expiry of 1 year after allocated：20%
   The expiry of 2 years after allocated：20%
   The expiry of 3 years after allocated：60%
2.The employee personal performance target will be set by chairman. To
  determine the achievement of the Company's operation objectives, four
  indexes (Revenue, Gross Margin, Operating Margin, and Operating Margin (%)
  and their respective targets A and B achievement levels are set up in the
  table below. The index will be deemed achieved when either target A or B
  is achieved. The actual number of vesting shares is determined by
  referencing the achievement of the four indexes and will be specified
  in the respective agreements of the employees. The number of indexes
  meeting the target and the achievement levels shall be determined
  based on the consolidated financial statements certified by a certified
  public accountant for the most recent fiscal year prior to the end
  of each vesting period.
  (1)Revenue ($):
     Target A:10% or above growth comparing to the previous year
     Target B:Growth comparing to the average of previous three years
     When achieved target. The percentage that employee can get:25%
  (2)Gross Margin (%):
     Target A:1% or above growth comparing to the previous year
     Target B:Growth comparing to the average of previous three years
     When achieved target. The percentage that employee can get:25%
  (3)Operating Margin ($) :
     Target A:10% or above growth comparing to the previous year
     Target B:Growth comparing to the average of previous three years
     When achieved target. The percentage that employee can get:25%
  (4)Operating Margin (%) :
     Target A:1% or above growth comparing to the previous year
     Target B:Growth comparing to the average of previous three years
      When achieved target. The percentage that employee can get:25%
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:
(1)Separation: If an employee is separated, retires or is severed for
   a cause,this qualification for receipt of new restricted employee
   shares for which the vesting conditions have not been met shall be
   forfeited from the effective date of such cause. This Corporation
   will redeem without compensation and cancel such shares by law.
(2)General death: If an employee dies due to occupational accident,
   his qualification for receipt of new restricted employee shares for
   which the vesting conditions have not been met shall be forfeited
   from the date of death of such employee. This Corporation will
   redeem without compensation and cancel such shares by law.
(3)Disability caused by occupational accident:If an employee becomes
   disabled due to occupational accident and therefore cannot continue
   his employment and is separated, his vesting conditions for new
   restricted employee shares for which the vesting conditions have
   not been met shall be deemed met from the effective date of
   separation of such employee.
(4)Death caused by occupational accident: If an employee dies due to
   occupational accident, his vesting conditions for new restricted
   employee shares for which the vesting conditions have not been met
   shall be deemed met from the date of death of such employee.
(5)Leave without pay:If an employee is on leave without pay with
   special approval of the corporation, the calculation of his
   employment time entitling him to receive new restricted employee
   shares for which the vesting conditions have not been met shall be
   suspended till the date when he resume the office; and the calculation
   of employment time for receipt of new shares shall
   be deferred accordingly.
(6)After a employee is granted new restricted employee shares, if he
   violates labor contract or work rules, this Corporation has the right
   to redeem and cancel the new restricted employee shares for which
   vesting conditions have not be met.
6.Other issuance criteria:
 Employees who have met vesting conditions and therefore are entitled to
 receipt of new restricted employee shares or their heirs shall receive
 the shares in  accordance with these Measures and the trust provision
 under Paragraph 1 of  Article 6. If due to operational requirements of
 this Corporation, an employee or his heir is required to cooperate in
 the operation of receipt of shares, such employee or his heir shall
 cooperate in the operational procedure for receipt of shares within one
 year from the date of notice of receipt given by this Corporation
 pursuant to these Measures. If failing to cooperate beyond prescribed
 time, such employee or his heir shall be deemed to refuse the receipt;
 and this Corporation has the right to redeem without compensation and
 cancel his shares.
7.Qualification criteria for employees:
1.Qualifications and conditions for employees: It is limited to full-time
 employees who are formally employed by this Corporation. Employees to
 whom new restricted employee shares are actually distributed and the
 number of new restricted employee shares distributed to them shall be
 approved by the chairman by taking into consideration their service
 years, position level, work performance, overall contribution or special
 merit, and then resolved at a board meeting. However,with respect to
 employees who are managers, consent of the salary remuneration committee
 shall obtained first.
2.Number of shares distributable to employees: Restriction on number
 of shares subscribed by a single warrant holder shall be subject to
 Article 60-9 of "Regulations Governing the Offering and Issuance of
 Securities by Securities  Issuers".
8.The necessary reason of the current issuance of RSA:
 To attract and retain professional talents, provide incentive to employees
 and enhance employee commitment, so as to jointly create benefit to the
 Company and its shareholders.
9.Calculated expense amount:
 Based on the closing price of NT$1380 on February 16, 2022 for the common
 shares of the Company, the yearly amortization  expense for 2022, 2023,
 2024 and 2025 is estimated to be NT$124,540,274,  NT$322,579,726 ,
 NT$198,856,110 and NT$99,223,890  respectively But the actual expense
 amount will be re-caculated based on the market price of Giving date
 decided by BOD meeting after being approved by annual shareholder's meeting.
10.Dilution of the Company's earnings per share (EPS):
 The number of outstanding shares is 87,419,367 shares
(as of February 16,2022),and the estimated restricted employee shares to
 be issued constitute 0.62% of the current outstanding shares. If the
 Restricted  Stock Awards are granted for free,the yearly dilution of the
 Company's  EPS for 2022, 2023, 2024 and 2025 is approximately NT$1.14,
 NT$2.95, NT$1.82 and NT$0.91 respectively
11.Other matters affecting shareholder's equity:
 There is no material impact on existing shareholders equity.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
1.All of new restricted employee shares that are distributed to employees
  pursuant to these Measures shall, before the vesting conditions have not
  been met, be put in trust custody of this Corporation of the institution
  designated by this Corporation; and the employees to whom such new shares
  are distributed shall cooperate in the process of all procedures and the
  execution of relevant documents.
2.Except for those restricted by custody provision under the preceding
  paragraph, employees may not sell, mortgage, transfer, give as gift,
  pledge,or otherwise dispose of new restricted employee shares distributed
  to them pursuant to these Measures for  which vesting conditions have not
  been met.
3.Shares put in custody of trust institution have no interest in the
  exercise of the right to attend, propose, speak and vote at shareholders'
  meeting of this Corporation.
4.New restricted employee shares distributed to employees pursuant to
  these Measures may participate in the rights to distribution, including
  distribution of dividends,interest and capital reserve, and warrant for
  shares of capital increase by cash. Other matters not provided herein
  shall be same as those of issued common shares of this Corporation.
13.Other important terms and conditions (including stock trust custody,
etc.):shares must immediately be deposited in trust.
14.Any other matters that need to be specified:None