Last checked at 1 May 2019 14:33
Subject: Announcement of resolution of board of directors to issue new restricted employee shares on behalf of subsidiary Foxconn Industrial Internet Co., Ltd.
:Content:
1.:108/04/301. Date of resolution of the board of directors: 2019/04/30
2.:6.03/2. Projected issue price: 6.03 yuan per share
3.():149,183,3523. Estimated total Amount(shares): 149,183,352 shares
4.:4. Vested conditions:
First of all, to achieve the company's performance appraisal target is one of the vesting conditions for incentive object for the year.
2019The first assessment target to release restriction is that the company's net profit for the year 2019 is not less than the average of the previous three fiscal years;
2020The second assessment target to release restriction is that the company's net profit for the year 2020 is not less than the average of the previous three fiscal years;
2021The third assessment target to release restriction is that the company's net profit for the year 2021 is not less than the averageof the previous three fiscal years;
2022The fourth assessment target to release restriction is that the company's net profit for the year 2022 is not less than the average of the previous three fiscal years;
2023The fifth assessment target to release restriction is that the company's net profit for the year 2023 is not less than the average of the previous three fiscal years.
Secondly, under the premise of the achievement of the company's performance objectives, the maximum total amount that incentive object could release depends on his personal assessment results
A+100%Personal assessment result A+, release the restriction coefficient of 100%;
A100%Personal assessment result A, release the restriction coefficient of 100%;
B80%Personal assessment result B, release the restriction coefficient of 80%;
C50%Personal assessment result C, release restriction coefficient of 50%;
D0%Personal assessment result D, release restriction coefficient of 0%;
=*The actualrelease amount for each incentive for the year= the planned release amount for each incentive for the year * release restriction coefficient
5.:5. Measures to be taken in the event of inheritance/ fail to meet the vesting conditions:
If the employee could not apply for unrestricting the restricted shares due to failure to meetthe vesting conditions during the agreed period, the company should buy back and cancel the restricted shares that should have been released according to the incentive plan.
If incentive object perish in line of duty, the Remuneration and Appraisal Committee should decide whether the equity granted is inherited by the designated heir or legal heir, and can exercised as the incentive plan stated before the death of incentive object regardless of their personal performance evaluation results; or the company could redeem their restricted shares that have been granted but not yet exercised at grant price (or if higher than the market price, then use market price) and cancel. The purchase price is received by the heir appointed or legal heir.
If the incentive object dies for other reasons, the exercised stocks will not be redeemed, and the stock options that have been granted but not yet exercised shall not be exercised. The company could redeem their restricted shares that have been granted but not yet exercised at grant price (or if higher than the market price, then use market price) and cancel. The purchase price is received by the heir appointed or legal heir.
6.:6. The terms and conditions of issuance: None
7.:7. Qualifications and conditions for employees:
The incentive object of this option plan are 本激勵計畫的激勵對象為公司（含子公司）董事、高級管理人員、核心員工。Directors of the company (including subsidiaries), senior management team and other key employees.
T為持續強化公司在工業方面的領先技術與優勢，對於現有員工，原則上以下列核心員工為主要激勵對象：To continuously strengthen the company's leading technology and advantages in the industry, in principles, the following core employees are the main incentive objects:
1、1. 在本公司或本公司子公司任職；且Serving in the company or a subsidiary of the company; and
2、2. IIIn key positions, have development potential, and perform well or new personnel that crucial for company's industrial Internet transformation.
對符合激勵計畫的激勵對象範圍的人員，由薪酬與考核委員會擬定名單，並經公司監事會核實確定。For those within the scope of the incentive object of the incentive plan, the remuneration and appraisal committee will prepare a name list and be approval by the company's supervisory board.
8.:8. The reasons why it is necessary to issue the new restricted employee shares:
TTo attract and retain high-performing management and employees, effectively enhance the core team cohesion and corporate competitiveness, and to ensure thealignment of company's interests, employees'with shareholders' interests.
9.:9. The financial impact:
Based on the closing price of the ordinary shares on April 30th, 2019 and estimate actuarial assumptions, the financial impact for the year 2019, year 2020, year 2021, year 2022, year 2023, year 2024 are: 44806.4 thousand yuan, 50,380.6 thousand yuan, 32,512.1 thousand yuan, 20,662.9 thousand yuan, 10,992.5 thousand yuan, 2,646.0 thousand yuan.
10.:10. the dilution of the company's earnings per share:
The total cost of this incentive plan will be recognized according to the unlocking ratio during the implementation of the plan. The total amount is based on the fair value of the restricted shares on their grant date and the number of restricted stocks that are expected to be unlocked. The company will adjust the number of restricted stocks to be unlocked based on the relevant follow-up information on the previous date of financial statement. The effect to the dilution of the company's earnings per share by the implementation of the incentive plan should refer to the financial reports audited each year.
11. any other impact on shareholders' equity: none.
12.:12. Following distribution or subscription, the rights that are subject to restriction until vesting conditions are met:
All restricted shares granted to the incentive object are subject to different sales restrictions, starting from the date of grant. 12The interval between the grant date and the first release date shall not be less than 12 months.
122420%The first release of the restriction period begins on the first trading day after 12 months from the first grant date to the last trading day within 24 months from the first grant date, and the exercise ratio is 20%;
122420%The second release of the restriction period begins on the first trading day after 24 months from the first grant date to the last trading day within 36 months from the first grant date, and the exercise ratio is 20%;
122420%The third release of the restriction period begins on the first trading day after 36 months from the first grant date to the last trading day within 48 months from the first grant date, and the exercise ratio is 20%;
122420%The fourth release of the restriction period begins on the first trading day after 48 months from the first grant date to the last trading day within 60 months from the first grant date, and the exercise ratio is 20%;
122420%The fifth release of the restriction period begins on the first trading day after 60 months from the first grant date to the last trading day within 72 months from the first grant date, and the exercise ratio is 20%;
13.():13. Other important stipulations (including custodial trust of the shares):
The number of shares granted to a single incentive object may not exceed 1% of the total issued shares. The cumulative number of shares granted to a single incentive objectof the employee stock warrants within all valid period may not exceed 10% of the company's total issued shares to be submitted to the general meeting of shareholder. The remaining equity should not exceed 20% of total equity granted.
If the incentive object voluntarily gave up there stricted shares granted, the board of directors shall adjust the number of grants accordingly.
14.:。