1.Resolution date of the board of directors:2012/05/08

2.Expected issue price:NT$ 0

3.Expected total amounts(shares) of issuance:15,000,000shares

4.Determination of the terms and conditions:

(1)Conditions of eligibility for subscription rights:

Employees have to work in the Company for at least one year with constant

good KPI result after the restricted shares are granted, and the granted

ratio against certain employment duration after the restricted shares

issuance is as follows:

First year: 30%

Second year: 30%

Third year: 40%

(2) The restricted shares granted to the ineligible employees will be

withdrawn and written off, and the succession of restricted shares will

follow the company's chapters of restricted shares issuance rules.

5.Qualification requirements for employees:

Limited to the Company's employees. Eligiblity of qualified employees and

the allowable amount of shares will be determined on the basis of

employees' seniority, position, job performance, overall contribution,

special achievement and other conditions regulated in the Company's chapters

of restricted shares issuance.

6.The reason why it is necessary to issue restricted stocks for employees:

To attract and keep the talent the company required and to increase

coherence to create interests of the company and shareholders.

7.Calculated expense amount:

The Company should evaluate the fair value of the shares and yearly recognize

related expenses during given time period.  The maximum issuance amount of

restricted stock is 15,000,000 shares with value of NT$0 per share according

to the resolution from 2012 general meeting.  With the closing price of

NT$70.20 on 2012/04/27, the total amount is NT$1,053,000 thousand and then

it is recognized yearly as: NT$204,750 thousand of 2012 (four months basis),

NT$508,950 thousand of 2013, NT$245,700 thousand of 2014 and NT$93,600

thousand of 2015 (8 months basis).

8.Dilution of EPS and other factors affecting shareholder’s equity:

The ratio of restricted shares to the total issued shares (860,985,803 shares

in total ) is 1.74%, and the dilution of EPS for the following years will be

NT$0.238 of 2012, NT$0.591 of 2013, NT$0.285 of 2014 and NT$0.109 of 2015

respectively. No any significant effect on shareholder's equity will be

caused.

9.Restricted rights before employees meet the vesting conditions:

Selling, pledging, transferring, gifting those restricted shares is not

allowed before meeting the vesting conditions.

Dividend comes from restricted shares is kept through stock trust. The right

of attending shareholder's meeting, proposing, voting, speaking will follow

the trust agreement.

10.Other important stipulations:

New issuance of restricted share is safekept through stock trust.

11.Any other matters that need to be specified:None