Exhibit 4(iii)
I, Joseph Tung, certify that set forth below is a fair and accurate English
translation of the required document included as an exhibit to this
Registration Statement.
By: /s/ JOSEPH TUNG
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Title: Chief Financial Officer
Dated: May 30, 2002
Human Resource Announcement
Date: Friday, October 12, 2001
Subject: Revised Distribution Procedure of Employee Bonus
1. Purpose:
In order to implement the policy of integrating the employee and the employer
and allowing the employees to own shares by way of stock bonus, a reasonable
employee stock bonus plan was established according to the development strategy
of choosing, educating, retaining, and utilizing the human resource so as to
inspire and encourage excellent employees' contribution. The employee stock
bonus plan or the issuance of new shares, as approved in each annual
shareholders meeting, the number of shares distributable to employees as the
employee stock bonus or the number of shares subscribable to the employees
shall be determined pursuant to this Procedure.
2. Eligible Employees:
2.1 Native full-time employees who reported to work before the end of each
fiscal year, which has earnings, and stay on job before the record date of
the bonus distribution are entitled to the employee stock bonus. Except
the employees of the overseas subsidiaries, the employees who were
assigned to overseas branch offices and the employees of the subsidiaries
which are required to be incorporated into the consolidated financial
statement are deemed as the employees of this Company. The contract
employees are not entitled to the employee stock bonus and the
subscription right of the new shares
2.2 With respect to the subscription of new shares, the employees who stay
on job at least three months before the record date of the issuance are
entitled to the subscription right.
3. Calculation of the Employee Bonus
The employee bonus to be distributed = (the annual net income after tax -
accumulated losses - the capital reserve as required by the Company Law- the
legal reserve - the special reserve as required by the Articles of
Incorporation of this Company and the resolution of the shareholders' meeting)
* 5%
The above distributable employee bonus may be distributed in the form of shares
and cash after the board resolution and the approval of the shareholders'
meeting.
4. Calculation of the Employee's Subscription for New Shares
Under Article 267 of the Company Law, in case the of new share offering for
cash, 10% to 15% of such new shares shall be set aside for the subscription by
employees as approved by the board resolution or the shareholders' meeting.
5. Calculation of the Distribution Ratios for Subsidiaries
i. Ratio of number of Distributable Shares for Subsidiaries
The number of shares distributable to the employees of the
subsidiaries shall be determined by the contribution of each
subsidiary's annual net income or reinvestment profit.
ii. Procedure for the subsidiaries which have incurred losses or have not
made up accumulated losses
The reduction in the amount of employee bonus by the parent company
as a result of the losses incurred by the subsidiary will be
recorded. The reduced amount will be made up to the parent company's
employees when the subsidiary has earnings.
In the event of the new share offering for cash, the number of shares
subscribable by the employees shall be determined by the board resolution.
6. Explanation for Employee Bonus Points Distribution.
6.1 The distributable employee bonus shall be deducted by the items as
required by the Company Law and the Articles of Incorporation.
6.2 The number of total distributable shares shall be determined in
accordance with the employee stock bonus as approved by the shareholders'
meeting and the Securities and Futures Commission.
7. Distribution Method of Employee Bonus Points
7.1 The total bonus points distributable to the employees in each fiscal
year which has earnings should be calculated by ranking, seniority,
performance (including attendance, incentive and penalty and other
special items), performance for the distribution percentage of each item.
Then the distributable bonus for each employee shall be calculated
aggregately. The odd numbers of the calculated bonus shall be distributed
to the Welfare's Committee as part of the Employees' Welfare Fund.
7.2 Percentages of each items to be calculated into share distribution are
as follows:
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Item Ranking Seniority Attendance Review points (including Performance points
points points attendance, incentive and penalty
and other special items)
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Total percentage 50% 12% 23% 15%
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7.3 Ranking Points
7.3.1 Ranking points standard chart:
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Ranking A B C D E F G H I J K L M
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Points 1,000 2,000 3,000 4,500 5,500 6,500 8,500 9,500 10,500 16,500 24,000 28,000 31,500
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7.3.2 Ranking points should be calculated according to the days of stay
on job.
7.3.3 If the ranking was adjusted during the year, the points will be
calculated in accordance with the contribution degrees of the jobs.
7.4 Attendance Review points
7.4.1 Attendance points:
6 points per working day (7 hours) from January 1 to December 31 for each
fiscal year which has earnings. In case of absence, points should be
deducted from personal attendance points, minimum is 0 point. The point
deduction standard for each type of leaves is as follows:
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Absence Deducted points/per day (7 hours)
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Official leave, Annual leave, Compensated leave, 0
Job-related injury/sick leave, Funeral leave
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Marriage leave, Maternity leave. Non-paid off, 6
unpaid leave
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Sick leave 12
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Personal leave 24
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Duty-Skipping 180
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7.4.2 Points for Incentive and Penalty
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Honor Points Credited Disciplinary Action Points Deducted
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First Honor 300 First Level 300
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Second Honor 100 Second Level 100
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Third Honor 30 Third Level 30
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7.4.3 Special points
Participation in quality activities, proposal recommendations and other
special events recognized by individuals or associations, will be
recommended by the human resource department for the granting of points
according to the personnel incentive rules after approved by the general
manager.
7.5 Seniority points
7.5.1 10 points per month while staying on job. With respect to the
period less than one month, such period shall be calculated pro rata.
Unpaid leave shall not be included. The maximum seniority points are
calculated up to 10 years.
7.6 Performance bonus
7.6.1 15% of total bonus of a fiscal year has earnings is set aside as
performance distribution to be distributed to the well performed
employees. The calculation formula is as follows:
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Rank Performance shares Ranks A B C
(Excellent) (Well) (Good)
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Direct Employees Total performance bonus x Percentage of 10% 20% 40%
(direct bonus paid person/ total direct
total bonus paid persons) bonus paid
persons
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Percentage of 30% 30% 40%
total direct
performance bonus
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(Total performance bonus x Percentage 10% 20%
(indirect bonus paid person/ of total
Indirect total bonus paid persons) indirect bonus
Employees persons
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Percentage of 60% 40%
total indirect
performance bonus
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7.6.2 The following persons are not eligible for being recommended as
well performed employees of the year.
a. Stay on job less than one year.
b. Ranked as level D or below once.
c. Disciplinary actions accumulated to second level or above.
7.6.3 The total bonus should be deducted 50% for the employees who was
ranked once as level D or being recorded in the IR plan. Employees who was
ranked level E or below are not entitled to any bonus.
8. Bonus Calculation for Seconded Employees
This Company will pay bonus to employees who were transferred in on or
before June 30 and transferred out on or after July 1. His/Her seniority
and attendance points should be calculated to December 31 of the year.
9. Seniority Rules for Reinstatement
9.1 The employee whose reinstatement is approved by the highest
management of this Company may retain certain seniority for previous
stays on job.
9.2 The recovery of the seniority is only for the purpose of calculation
of seniority points for bonus distribution.
10. This procedure and its amendments will be effective after approved by the
Board of Directors.
11. This procedure is effective formally from 2001. (The bonus will be
distributed on 2003)
12. Public this announcement is hereby made.