Material Information

2020-12-25

YFY Inc. announced on behalf of YFY Packaging Inc. for the Board's resolution regarding employee stock option plan

1.Date of the board of directors resolution:2020/12/25
2.Issuance period:
YFY Packaging Inc. may, based on its actual needs, grant the employee
stock options in one or more tranches within one year from the date of the
consent by the Board. The actual date of the grant(“Grant Date”) shall
be determined by the Chairman of the Board (“Chairman”).
3.Eligibility criteria for optionees:
Eligibility is limited to those who are full-time formal employees of YFY
Packaging Inc. and its control or subsidiary company .Eligibility for the
options and the number of options to be granted to each eligible employee
shall be reviewed and determined by the Chairman and approved by the Board
of YFY Packaging Inc. after taking into consideration factors such as
individual seniority, job grade, job performance, development potentials,
special merit. The cumulative number of shares that may be allocated to
any single employee of stock options may not exceed 1% of the total number
of issued shares of the company.
4.Number of total issued units of the employee stock warrants:
The total number of employee stock options are 7,000 units, each stock
option unit may be converted into one thousand common shares of YFY
Packaging Inc. The total number of new common shares that may be issued
pursuant to the exercise of the stock options are 7,000,000 shares.
5.Number of shares each stock warrant unit may subscribe for:
one thousand common 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:The total number of new common shares that may
be issued are 7,000,000 shares.
7.Subscription price:
Subscription price shall not less than the net asset value per share on
the YFY Packaging Inc.’s latest audited financial statements of the Grant
Date.
8.Period of subscription rights:
The stock option plan shall be valid from the Grant Date for one year. The
optionees will be entitled to exercise from the 150 days of Grant Date to
the end day of valid period. @During the period of subscription, the
options and rights herein may not be transferred, pledged, assigned or
otherwise disposed by the optionees, except by inheritance.
9.Types of shares which may be subscribed for:
The shares underlying the options shall be the common shares of YFY
Packaging Inc.
10.Handling method for employee resignation/inheritance:
(1)Employees’ voluntary resignation or the dismissal based on the labor
standards law Stock options that are vested shall be exercisable within
ten days following the resignation date, however, upon occurrence of
the circumstances stipulated in these Rules, the expiration date of the
options may be extended by the same duration period. Any options that
are unvested shall be deemed forfeited on the resignation/dismissal date.
(2)Retirement
All unvested options would be vested at the date of retirement and shall
be exercisable within ten days from the date of retirement. However, that
the vesting period shall be extended, and at all times subject to the
original validity period of the options set forth in these Rules.
(3)Leave Without Pay
For optionees who have been approved by YFY Packaging Inc. for leave
without pay, the vested and exercisable options shall be valid within
ten days following the starting date of leave without pay and expired
afterwards. However, that the vesting period shall be extended, and at
all times subject to the original validity period of the options set
forth in these Rules.
(4)Death
For optionees whose death is not caused by work injury, the successor
of such optionee may exercise the option within ten days after the date
of the optionees' death. For the option not yet been vested, the option
shall be null and void on the date of death of the optionees. Anyone
entitled to exercise the options by statutory succession shall
complete the statutorily required procedures and provide relevant
documentary evidence in accordance with civil laws and the provisions
of shareholder services concerning transfer by inheritance. Only after
these procedures are complete may an application be submitted for the
exercise of the purchase rights to which the heir shall succeed.
However, no application and purchase procedures may be done beyond the
effective duration of the stock options.
(5)Disability or Death Caused by Work Injury
1.In the event an optionee is physically disabled and cannot continue
his/her employment due to work injury, all unvested options shall be
vested at the date of termination of employment. The stock options
shall exercise within ten days from the termination date. However,
no application and purchase procedures may be done beyond the
effective duration of the stock options.
2.In the event of an optionee’s death as a result of a work injury,
all unvested options shall be vested on the date of death. The stock
options shall exercise within ten days from date of death. However, no
application and purchase procedures may be done beyond the effective
duration of the stock options.
(6)Job position transfer to an affiliate
If, due to YFY Packaging Inc.'s operational needs, YFY Packaging Inc.
decides that it is necessary to transfer an optionee of YFY Packaging
Inc.'s stock options to a position at a YFY Packaging Inc.'s affiliate,
the transfer shall have no effect on the rights and obligations in
connection with the stock options already allocated.
(7)Severance by labor standards law
For stock options that are already exercisable under the provisions of
these Rules, the share purchase rights may be exercised within ten days
from the effective date of severance. However, upon occurrence of the
circumstances stipulated in these Rules, the expiration date of the
options may be extended by the same duration period. For stock
options that have not yet become exercisable, the share purchase rights
shall be deemed forfeited from the effective date of severance. However,
the rights of such options and exercise period may be re-determined by
YFY Packaging Inc.’s Chairman or its authorized executives in accordance
with the Vesting Schedule set forth in these Rules.
(8)If optionees or successors do not exercise stock options during above
period, any options that are unvested shall be deemed forfeited.
11.Other criteria for subscription:
(1)After the stock options are issued and granted to employees, YFY
Packaging Inc. has the right to withdraw and cancel the stock options
shall that has not exercised yet, when YFY Packaging Inc. encounters
circumstances such as delays in the application for listing.
(2)After the stock options are granted to employees, YFY Packaging Inc.
has the right to withdraw and cancel the stock options in the event of
a major negligence in violation of labor contracts or work rules of the
company.
12.Method for performance of contract: YFY Packaging Inc. will issue new
shares for the options’ delivery.
13.Adjustment of subscription price:None.
14.Procedures for exercising options:
(1)Except during a book closure period as provided by law or regulation,
the optionees may exercise share purchase rights in accordance with
these Rules by completing a share purchase request and submit its
application to YFY Packaging Inc.
(2)After processing the purchase request, YFY Packaging Inc. shall notify
the optionees to pay the share price at a designated bank. Once an
optionee has made a payment for a share purchase, the payment may not
be canceled. It will be deemed to have waived the right to subscribe when
the payment is overdue.
(3)Once YFY Packaging Inc. has verified that the share price has been
fully received, it will instruct YFY Packaging Inc.'s shareholder
services agent to enter the number of shares purchased by the employee
and the employee's name into YFY Packaging Inc.'s shareholder register,
and deliver to the optionees the shares of new common stock issued by
YFY Packaging Inc. after completing amendment to the registration of
capital amount, stock printing, certification of stock and other necessary
process. If the shares of common stock are TWSE listed /GTSM listed /
Emerging stock, they will be transferred within 5 business days by
book-entry through the central depository.
(4)It shall apply to the competent authority for company registration to
make an amendment to its registered capital to reflect the shares that have
been purchased under the options at least once each quarter.
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 YFY
Packaging Inc..
16.Record date for any additional share exchange, stock swap, or subscription:
None
17.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:None
18.Other important terms and conditions:
(1)This employee’s stock plan shall be approved by the Board and become
effective. Amendment for this plan shall be applied by the same rule.
(2)Any other matters not set forth herein shall be dealt with in accordance
with relevant laws and regulations.
19.Any other matters that need to be specified:None