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Exhibit 10.13
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
------------------------------
Title: Chief Financial Officer
Dated: August 28, 2000
VIII. Procedures for Employee Dividend Reinvestment and Cash Purchases of
Shares.
1. Purpose:
According to the labor capital integration and employee profit sharing
and share holding policies, every shareholders' meeting shall follow
this procedure when determining the shares and warrants issuable to
the employees who participate in the Dividend Reinvestment Plan and
the Cash Purchase of Shares.
2. Distribution Recipient:
Every current employee of the company that is employed before December
31 of each year, excluding employees of the Overseas Reinvestment
Company, while including the employees who work at the Not-for-Profit
Units that produced the Consolidated Financial Statement, and who are
deemed to be the employees of this company, are eligible to
participate in the Employee Reinvestment Plan & Cash Purchase of
Shares.
All employees employed two months before the Record Day of share
purchase year have rights to purchase shares. The contract workers are
not eligible for the Employee Dividend Reinvestment Plan or Cash
Purchase of Shares.
3. Employee Dividend Calculation Procedure:
Employee Dividend = (After Tax Profit of the Fiscal Year - Amount Paid
for Losses of Previous Years - Retained Earning required by the
Company Law - Legal Retained Earnings - Special Retained Earnings
According to the Articles of Association and Shareholder Meeting
Resolution) * 5%.
Such Employee Dividend Distribution amounts are subject to partial
withholding by the resolution of the Board of Directors for purpose of
equity investment and for cash distribution reserves. The remaining
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amount for the employee dividend distribution is further subject to
the approval of the shareholders' meetings.
4. Employee Share Cash Purchase Procedure:
Pursuant to Article 267 of the Company Law, the Board of Directors or
shareholders' meeting shall resolve to reserve 10-15% of the newly
offered shares for the employees to purchase when a cash investment to
equity is being processed.
5. Not-for-Profit Units Distribution Ratio Calculation Procedure:
1). The share distribution ratio for each Not-for-Profit Unit:
The shares shall be distributed to each Not-for-Profit Unit based
on the extent to which it contributed to the after tax profit or
reinvestment profit of the company.
2). Share Distribution Procedure for Not-for-Profit Unit that incurs
losses or has un-recovered losses from previous years.
Reduction of dividend for parent company employees as a result
of losses incurred by subsidiaries will be recorded until the
same amount is paid to the parent company employees when the
subsidiaries earn a profit.
3). The number of shares that each Not-for-Profit Unit can purchase for
its employees shall be determined by the resolution of the Board of
Directors.
6. This procedure, as well as its amendments, shall be executed after the
approval of the Board of Directors.
Note
(1) The Employee Dividend Distribution is subject to the reductions
required by the Company Law and the company's Articles of
Association.
(2) Individual Points = Points for Attendance + Points for Seniority +
Points for Ranks + Point for Special Circumstances.
(3) The total number of shares distributable should be determined pursuant
to the share numbers of employee dividend reinvestment approved by
the shareholders' meeting and the Securities Regulatory Committee.
(4) Share distribution shall be rounded to 10 shares. Share numbers
fewer than 10 will be distributed to the Welfare's Committee to be
added to the Employees' Welfare Fund.
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VII. Share Distribution Method
Calculation of points will be based on attendance, seniority, rank, and
special circumstances. Points for each of the above category will be
calculated separately and then aggregated to determine the number of shares
each employee is entitled.
1. Attendance
1). Points for Attendance.
From January 1 to December 31, for each day at work, 6
points for day shift, 7 points for night shift.
2). Points for Absence.
No points will be deducted for military leaves, public
holidays, funeral leaves, and annual vacations.
Points deducted for the absence of each work day of 8 hours
are as follows:
<TABLE>
<CAPTION>
Absence Day Shift Night Shift
------- --------- -----------
<S> <C> <C>
Marriage or Maternity Leave 9 10.5
Sick Days or Unpaid Leaves 18 21
Personal Days 36 42
No Shows 90 105
</TABLE>
3). The overall points deducted for absence will be shared by
all employees.
2. Seniority
15 points for each month at work.
Time less than a month is counted as one full month. The maximum
seniority is 25 years.
3. Rank
<TABLE>
<S> <C> <C> <C> <C> <C>
Rank I II III IV V
Points 750 1,500 2,500 3,500 4,500
Rank VI VII VIII VIIII X
Points 5,500 7,000 8,000 9,000 15,000
</TABLE>
Count the number of months for time less than one year,
Time less than a month is considered one full month.
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4. Points for Special Circumstances
1). Points shall be calculated as follows for merits and mistakes to
provide incentives and penalties to all employees.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Honors Points Disciplinary Points
Credited Actions Deducted
<S> <C> <C> <C>
----------------------------------------------------------------------------
First 300 First 300
Honor Level
----------------------------------------------------------------------------
Second 100 Second 100
Honor Level
----------------------------------------------------------------------------
Third 30 Third 30
Honor Level
----------------------------------------------------------------------------
</TABLE>
2). Company improvement activities such as Reward Policy Promotion, QCC
activities, Proposal Reward, TCM Promotion/Internal Teacher Award will
be addressed separately and to have points credited in forms of
Special Circumstance Points once approved by director.
5. Points for Periodical Evaluation
Points shall be awarded or deducted to an employee that holds a rank of I
to VIII, on basis of the employee's quarterly evaluations in that year, in
order to provide incentives and penalties according to an employee's
performance.
A-50 points credited
B-25 points credited
D-100 points deducted
E-200 points deducted
Points for Periodical Evaluation has been included in the Employee Share
Option Plan since 1988.
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