Issuance employee Restricted Stock Awards.

Subject: Announcement of the Board of Directors resolution on the issuance of new shares for employee Restricted Stock Awards.

Date of events:2013/03/25

Contents:

1.Resolution date of the board of directors:2013/03/25

2.Expected issue price: To be issued for free to employees.

3.Expected total amounts(shares) of issuance:The number of ordinary shares

issued by the Company under the Plan shall not exceed 3% of the outstanding

shares,tentatively scheduled at 355,075,000 shares, NT$10 per share par

value,a total of NT$3,550,750,000.

4.Determination of the terms and conditions:

4.1.Conditions of grant:Conform with the Company's time-based and

performance-based requirements set forth by the Company's Restricted Stock

Awards Plan.

4.2.Employees who have not reached the vesting conditions:In the event that

employees granted Restricted Stock Awards under this Plan fail to meet the

grant conditions, the Company shall redeem or buy back and then cancel all

Restricted Stock Awards that failed to meet the grant conditions.

5.Qualification requirements for employees:

5.1.Full time, permanent employees of the Company who meet certain

performance requirements shall be eligible to receive Restricted Stock

Awards.

5.2.The seniority, rank, job performance, overall contributions, special

achievements or other considerations shall refer to the Company's Restricted

Stock Award Plan.

5.3.No single employees' grant amount may exceed 10% of the total number of

Restricted Stock Awards granted under the Plan.

5.4.The eligible employee determination: To protect shareholder interests,

the Company shall cautiously manage this program as effectively as possible.

These Restricted Stock Award awards will be limited to (a) those positions

deemed critical to the Company's future success,(b) individuals whose

personal performance makes them highly valuable to the Company, and

(c) essential new hires.

5.4.1 In terms of percentage, the estimated number of eligible employees

will be fewer than 200 people, which represents around 3% of our total

indirect labors.

5.4.2 Compensation Committee members or those responsible for administering

this Plan are not eligible to participate in the Restricted Stock Award Plan.

5.4.3 Individuals who currently holds more than 10% of the outstanding stock

ownership position in the Company will be excluded from participating in the Plan.

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

To attract and retain top executive officers and employees deemed strong

performers, and to ensure that the interests of the Company executives and

employees are aligned with the long-term interests of the Company's

shareholders.

7.Calculated expense amount: If based on the market closed price in March 13,

2013 and consider the actuarial assumptions for the estimate, then the annual

amortized expenses from 2013 to 2018 will be projected as NT$3,313,940,563,

NT$6,627,881,126, NT$5,933,329,466, NT$3,167,096,408, NT$1,225,241,055 and

NT$77,478,205 respectively with the total amounts of NT$20,344,966,824.

8.Dilution of EPS and other factors affecting shareholder's equity: If based

on the market closed price in March 13, 2013, then the earnings dilution

from 2013 to 2018 will be projected as NT$0.280, NT$0.560, NT$0.501,

NT$0.268,NT$0.104 and NT$0.007 respectively.

9.Restricted rights before employees meet the vesting conditions:

The Company shall redeem or buy back and then cancel all Restricted Stock

Awards that failed to meet the grant conditions.

10.Other important stipulations: Restricted shares issued by the Company shall

be held in a stock trust for processing.

11.Any other matters that need to be specified:

11.1. Vesting period: The Restricted Stock Award awards will have a 2 year

"lock-up" period starting on the date the grant is made and the 3 year

vesting schedule after the "lock-up" period. Shares will be annually

vested in equal installments for 3 years. Qualified employees employed by

the Company on each of the issuance of dates of the annual payments will be

issued 1/3 of the Restricted Stock Awards on each of said issuance dates.

11.2. Performance Criteria: For the 2013 grants the Company will use earnings

per share (EPS) and return on assets (ROA) of this Company as well as

relative to its peer group which includes:(a)Compal Electronics Inc.

(b)Inventec Corporation (c)Pegatron Corp.(d)Quanta Computer Inc.(e)Wistron

Corp. On the date the awards are scheduled to vest the Company will review

the latest publicly available 3-year EPS and 3-year ROA of the Company and

the above peer group.If the average operating performance of the Company is

higher than the above peer group in the three-year average earnings per

share and return on assets, the awards will vest.If the Company performs

below the average for both or either one of the two performance criteria

the awards will not vest.

11.3.If any revisions or adjustments must be made due to the competent

authority's instructions, amendments to the laws and regulations,financial

market conditions,or other objective circumstances, it is proposed that the

Annual Shareholders' Meeting authorizes the Board of Directors with full

power and authority to handle all issues regarding the issuance of

Restricted Stock Awards.

11.4.With respect to the issuance of Restricted Stock Awards, the relevant

restrictions, important agreements and any other matters not set forth here

shall be dealt with in accordance with the applicable laws and regulations

and the issuance rules set by the Company.