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ALi — AGM Information 2026
May 29, 2026
52273_rns_2026-05-29_671d1936-0668-4247-b15c-eaa8ac0bda02.pdf
AGM Information
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ALi
Meeting Notice of Annual General Shareholder's Meeting (Summary Translation)
- The 2026 Annual General Shareholders' Meeting of ALi Corporation will be convened at the Hua Nan Bank International Convention Center (Conference Room 203, 2nd Floor, No. 123, Songren Road, Xinyi District, Taipei City) at 9:00 a.m. on June 30, 2026.
The agenda for the meeting is as follows:
I. Report Matters
1. 2025 Business Report
2. Audit Committee's review of the 2025 annual financial statements
3. Report on 2025 directors' remuneration
4. Report on 2025 compensation distribution to employees and directors
5. Report on the Execution of 2025 Private Placement of Securities
6. Report on the Adoption of the Fair Value Model for Investment Properties in 2025
II. Acknowledged Matters
1. 2025 Business Report and Financial Statements
2. 2025 Deficit Compensation
III. Matters for Discussion
1. Private Placement for Securities Cases
2. Proposal of Issuance of Restricted Stock Awards
IV. Extemporary Motions
- Please refer to the website (http://mops.twse.com.tw) for essential contents of items specified under Article 172 of the Company Act.
- One copy of the attendance notification form and proxy form will be attached to this meeting notice. If the shareholders will attend the meeting in person, please sign or stamp on the attendance notification form and carry it to the check-in desk on the day of the meeting. In the case that an agents is entrusted to attend the meeting, the shareholders shall sign and stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Transfer Agency Department of CTBC Bank at least 5 days prior to the day of the meeting. The signed proxy form will served as the sign-in card for agents to represent your vote at the meeting.
- If the proxy is solicited by the shareholders, ALi Corporation is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website no later than May 29, 2026. Shareholders can obtain information on proxy solicitation firms from the "Free proxy disclosure & related information system" (http://free.sfi.org.tw), via the "proxy disclosure and meeting notices" search page.
- Shareholders may exercise their voting rights through the Stockvote platform of
Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from May 31, 2026 to June 27, 2026.
- The Transfer Agency Department of CTBC Bank is the proxy tallying and verification institution for this annual general meeting.
- These regulations should be abided and applied.
Sincerely,
Board of Directors
ALi Corporation
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Attachment 1
Private Placement for Securities Cases
I. For the purpose of strengthening working capital, repay bank borrowings, and meet future funding needs for business development, as well as to enhance the effectiveness and flexibility of fundraising, the Company proposes to conduct a private placement cash capital increase through the issuance of ordinary shares in accordance with Article 43-6 of the Securities and Exchange Act, with the total number of shares to be issued not exceeding 40,000,000 shares, at an appropriate time.
II. The handling methods and contents are as follows:
(I). Issue terms:
- Type of private placement for securities: common shares
- Total amount of private placement for securities:
For the private placement of ordinary shares, the Company proposes to issue no more than 40,000,000 shares. The Company intends to request the shareholders’ meeting to authorize the Board of Directors to determine, based on market conditions and the status of negotiations with specific investors, the appropriate timing for implementation in multiple tranches; provided, however, that the issuance shall be conducted in no more than three tranches.
(II). Basis and rationality to determine the price of private placement:
- The price of the private placed common shares shall not be lower than 80% of the higher one of the two benchmark prices listed below on the pricing date of the company.
(1) The average closing price of the common shares from either 1, 3, or 5 business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction; or
(2) The average closing price of the common shares for a period of thirty business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.
- The actual pricing date and actual issuance price are proposed to be determined by the Board of Directors under the authorization of the shareholders’ meeting, based on the aforementioned principles and the status of negotiations with specific investors in the future. The determination of the private placement price will comply with applicable laws and regulations of the competent authority, with reference to the aforementioned reference price and taking into consideration the three-year transfer restriction on privately placed securities under the Securities and Exchange Act; therefore, the pricing should be considered reasonable.
(III). The method to determine specific parties:
- The objects of private placement are limited to the strategic investors who comply with Article 43-6 of the Securities and Exchange Act and Financial-
Supervisory-Securities-Corporate 1120383220 Order of the Financial Supervision and Administration Commission, can help the company improve technologies and product quality, reduce cost, increase efficiency, expand markets, strengthen financial structure and so on, and agree with the company's business philosophy. Finding the strategic investors meeting the aforesaid requirements about the purpose, necessity and expected benefits to cope with the long-term development of the company. Assist the company to achieve the aforementioned benefits by means of the experience, knowledge, technology, access or layout of such strategic investors. The board of directors shall be fully authorized by the meeting of shareholders to handle matters related to determining specific persons.
- If the applicant is an insider or related party of the company:
(1) The List of specific investors
| Name of the specific investor | Method & Purpose | Relationship with the Company |
|---|---|---|
| Yuchuan Intelligence Co., Ltd. | In accordance with Article 43-6, Paragraph 1, Subparagraph 3 of the Securities and Exchange Act, specific persons have been selected for subscription, with the purpose that such selection of subscribers will bring direct or indirect benefits to the Company's future operations | A major shareholder holding more than 10% of the company's shares |
| Star Fusion Group Co., Ltd. | The shareholder who holds more than 10% of the company's shares | |
| LUMINOUS RISE INVESTMENT CO., LTD. | The Company's Related Parties | |
| Spectrum Electrics Corporation | The Company's Related Parties | |
| Jiu He Yi Technology Co., Ltd. | The Company's Related Parties | |
| SAN JIANG ELECTRIC MFG. CO., LTD. | The Company's Related Parties | |
| Guang Ju Holding Co., Ltd. | The Company's Related Parties | |
| Chander Electronics Corp. | The Company's Related Parties |
(2) If the subscriber is a legal entity:
| Name of the specific investor | Top 10 shareholders | Shareholding Ratio | Relationship with the Company |
|---|---|---|---|
| Yuchuan Intelligence Co., Ltd. | Star Fusion Group Co., Ltd. | 83.78% | The shareholder who holds more than 10% of the company’s shares |
| Spectrum Electrics Corporation | 16.22% | The Company’s Related Parties | |
| Star Fusion Group Co., Ltd. | Oriental Golden Richness LTD. | 8.90% | The Company’s Related Parties |
| Spectrum Electrics Corporation | 7.20% | The Company’s Related Parties | |
| Global Angel Investments Limited | 5.71% | The Company’s Related Parties | |
| Angel Fund (Asia) Investments Limited | 5.57% | The Company’s Related Parties | |
| Chander Electronics Corp. | 3.86% | The Company’s Related Parties | |
| Special account for Yuanta Commercial Bank as Custodian of Investments of Angel Fund (Asia) Investments Limited | 1.83% | The Company’s Related Parties | |
| Star Fusion Group Co., Ltd. | 1.00% | Treasury Shares Account | |
| Toptrend Technologies Corp. | 0.75% | The Company’s Related Parties | |
| Chao, Jui-Hsing | 0.70% | None | |
| Li, Tsung-Ju | 0.70% | None | |
| Name of the specific investor | Top 10 shareholders | Shareholding Ratio | Relationship with the Company |
| --- | --- | --- | --- |
| LUMINOUS RISE INVESTMENT CO., LTD. | Star Fusion Group Co., Ltd. | 34.33% | The shareholder who holds more than 10% of the company’s shares |
| ALi Corporation | 21.06% | The Company | |
| Softstar Entertainment Inc. | 14.43% | The Company’s Related Parties |
| SAN JIANG ELECTRIC MFG. CO., LTD. | 11.70% | The Company's Related Parties | |
|---|---|---|---|
| Chander Electronics Corp. | 6.63% | The Company's Related Parties | |
| Spectrum Electrics Corporation | 5.46% | The Company's Related Parties | |
| RED SUNRISE CO., LTD. | 3.67% | The Company's Related Parties | |
| Toptrend Technologies Corp. | 2.73% | The Company's Related Parties | |
| Name of the specific investor | Top 10 shareholders | Shareholding Ratio | Relationship with the Company |
| --- | --- | --- | --- |
| Spectrum Electrics Corporation | Star Fusion Group Co., Ltd. | 42.24% | The shareholder who holds more than 10% of the company's shares |
| Yip Yun-Chio | 3.11% | None | |
| Wu Xiang-Mu | 1.23% | None | |
| CTBC Trust Property Account | 0.64% | None | |
| Chen,Chin-Tu | 0.55% | None | |
| Chander Electronics Corp. | 0.46% | The Company's Related Parties | |
| Lin, Chen-Hung | 0.46% | None | |
| Lee, Jui-Ting | 0.42% | None | |
| Wang, Chun-Jen | 0.41% | None | |
| Chung, Sheng-Hung | 0.39% | None | |
| Name of the specific investor | Top 10 shareholders | Shareholding Ratio | Relationship with the Company |
| --- | --- | --- | --- |
| Jiu He Yi Technology Co., Ltd. | Star Fusion Group Co., Ltd. | 47.32% | The shareholder who holds more than 10% of the company's shares |
| SAN JIANG ELECTRIC MFG. CO., LTD. | 38.77% | The Company's Related Parties | |
| RED SUNRISE CO., LTD. | 12.77% | The Company's Related Parties | |
| Spectrum Electrics Corporation | 1.14% | The Company's |
| Related Parties | |||
|---|---|---|---|
| SAN JIANG ELECTRIC MFG. CO., LTD. | Spectrum Electrics Corporation | 100% | The Company's Related Parties |
| Name of the specific investor | Top 10 shareholders | Shareholding Ratio | Relationship with the Company |
| --- | --- | --- | --- |
| Guang Ju Holding Co., Ltd. | Taiwan Mask Corporation | 100.00% | The Company's Related Parties |
| Chander Electronics Corp. | Blue Horizon Limited | 21.64% | The Company's Related Parties |
| Star Fusion Group Co., Ltd. | 14.34% | The shareholder who holds more than 10% of the company's shares | |
| Hungmao Investment Co., Ltd. | 7.24% | None | |
| Kunchang Investment Co., Ltd. | 5.32% | None | |
| Exclusive Investment Account of JFN Investment Holding Corp. in Trust By Taipei Fubon Commercial Bank Co., Ltd. | 5.11% | The Company's Related Parties | |
| United Verma Co., Ltd. | 3.76% | None | |
| Exclusive Investment Account of New Profit Holding Ltd. in Trust By Taipei Fubon Commercial Bank Co., Ltd. | 1.58% | The Company's Related Parties | |
| Chuande Investment Co., Ltd. | 1.33% | None | |
| Custody Investment Account of Citibank for Barclays Capital SBL/PB Services | 0.84% | None | |
| Lin, Qing-Cheng | 0.80% | None |
(IV). The necessity of private placement:
- Reasons for not adopting public offering
Consider the situation of capital market, the timeliness, feasibility, issue cost of capital raising and the actual needs of introducing strategic investors. Since the private placement of securities is subject to transfer restrictions within a certain period of time, which can ensure the long-term cooperative relationship between the company and strategic investment partners, therefore, the Company proposed to raise capital through private placement, rather than public offering.
- The capital usage plan and expected benefits of each private placement: The company expects that the private placement will be handled for no more than three times within one year since the date of the resolution of the shareholders' meeting depending on the situation of the market and the negotiation with specific parties, and the funds raised in each time will be used entirely as operating capital. Each private placement is expected to enhance the competitiveness of the company, improve operational efficiency and strengthen the financial structure, which will be beneficial to the shareholders' equity.
(V). Rights and obligations of common shares in this private placement:
-
The rights and obligations of common shares in this private placement and subsequent allotment are the same as those that the company has already issued; however, according to the regulations, the shares of this private placement can not be sold within three years since the date of this delivery, unless otherwise specified in Article 43-8 of the Securities and Exchange Act.
-
Three years after the delivery date of this private placement, the board of directors will be authorized to apply for a supplementary public offering in accordance with relevant provisions of the Criteria for Handling the Raising and Issuance of Securities by Issuers and the Criteria for Review of the Listing of Securities by Taiwan Stock Exchange Corporation. In addition, the book-entry transfer is adopted for delivery and application for listing, without printing entity.
-
Major changes in management rights within one year prior to the resolution of the board of directors for private placement or after the introduction of strategic investors through private placement, will there be a major change in management rights. When introducing strategic investors in the future, it may be considered based on the strategic cooperation or business plan of the two parties, and there is a possibility of major changes in the management rights. In order to retain this flexibility and in accordance with relevant laws and regulations, the Company has asked Capital Securities Corp. to issue an assessment opinion on the necessity and rationality of private placement, please refer to Attachment 2 (the rationality and necessity of the securities underwriter's evaluation Opinion).
III. The board of directors is authorized to handle the matters related to this private placement of securities according to the actual situation of the raising, which shall not exceed three times within one year since the date of the resolution made by the shareholders' meeting. Meanwhile, no matter whether the shares have been fully raised within the one year, it is proposed that the shareholders' meeting shall authorize the board of directors to make a resolution. If the original plan is still feasible, it shall be deemed that the share capital for the issuance of new shares in cash through private placement has been fully collected and the raising has been completed.
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IV. The board of directors shall be authorized to determine the pricing date, actual issue price, and base date of the capital increase of the new shares to be issued in this private placement.
V. The board of directors shall be authorized to handle the issue price, issue terms, planned items and other related matters of the new shares to be issued in the private placement of securities due to the changes in laws and regulations, opinions of the competent authority or market conditions.
VI. The board of directors shall be authorized to amend other matters not covered, or changes in issue terms, planned items and other related issues due to changes in laws and regulations, opinions of the competent authority or market conditions.
VII. Whether Independent Directors Have Any Objections or Reservations: No.
VIII. Whether there has been any significant change in control within one year prior to the resolution of the private placement of securities by the Board of Directors and up to one year after the delivery date of the private placement securities: Yes.
IX. For more information regarding this private placement of securities, please refer to the Market Observation Post System (MOPS) (https://mopsplus.twse.com.tw/mops/#/web/t116sb01) and the company's website (https://www.alitech.com).
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Attachment 2
ALi Corporation
The Rationality and Necessity of the Securities Underwriter's Evaluation Opinion
Principal of Opinion Letter: ALi Corporation
Addressee of Opinion Letter: ALi Corporation
Designated Purpose of Opinion Letter: For the exclusive use of ALi Corporation in connection with its private placement of securities in 2026
Report Type: The Rationality and Necessity of the Securities Underwriter's Evaluation Opinion
Evaluating Institution: Capital Securities Corporation
May 18, 2026
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I. Background
ALi Corporation (hereinafter referred to as “ALi” or the “Company”), in order to strengthen working capital, repay bank borrowings, and meet future funding needs for business development, resolved at the Board of Directors meeting held on May 14, 2026 to conduct a private placement of ordinary shares, and submitted the proposal to the shareholders’ meeting held on June 30, 2026 for approval. The Company plans to raise funds through the private placement of no more than 40,000,000 ordinary shares, to be carried out in no more than three tranches within one year from the date of resolution by the annual shareholders’ meeting of the current year. The issuance price shall be determined at no less than 80% of the reference price as the basis for the private placement price. The selection of subscribers shall be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act. According to the “Directions for Public Companies Conducting Private Placements of Securities,” where a material change in managerial control occurs within one year before the Board resolution approving the private placement until one year after the delivery date of the privately placed securities, or where the introduction of strategic investors through a private placement may potentially result in a material change in managerial control, the Company shall engage a securities underwriter to issue an assessment opinion regarding the necessity and reasonableness of the private placement, and disclose such opinion in the notice of shareholders’ meeting as reference for shareholders in determining whether to approve the proposal. In addition, pursuant to Question 5-1(2) of the “Q&A on the Private Placement System for Securities” issued by the Financial Supervisory Commission, Executive Yuan, a “material change in managerial control” refers to a change involving more than one-third of the directors. Upon review, ALi resolved at the Board meeting held on May 14, 2026 to conduct the private placement of ordinary shares. The Company had previously conducted a full re-election of directors at the annual shareholders’ meeting held on June 30, 2025, and the number of directors changed before and after such re-election exceeded one-third of the board seats. Furthermore, following the re-election, the Company convened a special shareholders’ meeting on November 28, 2025 to elect two additional directors, while another two directors resigned on December 9, 2025, resulting in a director turnover ratio of four out of nine directors during the same term of office. Accordingly, a material change in managerial control occurred within one year prior to the Board resolution approving the private placement of ordinary shares.
This opinion letter is provided solely as a reference for ALi Corporation’s shareholders at the shareholders’ meeting held on June 30, 2026 in connection with the resolution regarding the proposed private placement of ordinary shares, and shall not be used for any other purpose. The contents of this opinion letter are based on the minutes of the Company’s
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Board of Directors meeting held on May 14, 2026 and the financial information provided by the Company. This opinion letter assumes no legal responsibility for any impact arising from future changes to the Company's private placement plan or any other circumstances that may result in changes to the contents of this opinion letter. This statement is hereby declared.
II. Current Operating Status of the Company
ALi Corporation was established on June 10, 1993 and was listed on the Taiwan Stock Exchange on August 26, 2002. The Company is primarily engaged in the design, research, development, production, manufacturing, testing, and sales of system-on-chip (SoC) solutions related to communications, consumer electronics, multimedia chipsets, and various application-specific integrated circuits (ASICs).
Its principal products are digital set-top box (STB) chipsets, including integrated chips for satellite, terrestrial, cable, and Internet Protocol (IP)-based STB solutions, covering both standard-definition and high-definition specifications. As of December 31, 2025, the Company's paid-in capital amounted to NT$1,402,237 thousand. The Company's summarized financial information for the most recent three years is as follows:
Balance Sheet
Unit: NT$ thousand
| Year/Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Current Assets | 1,450,654 | 1,551,409 | 1,660,876 |
| Non-current Assets | 1,092,271 | 1,478,271 | 2,280,723 |
| Total Assets | 2,542,925 | 3,029,680 | 3,941,599 |
| Current Liabilities | 922,554 | 686,131 | 1,308,020 |
| Non-current Liabilities | 16,588 | 692,225 | 1,170,849 |
| Total Liabilities | 939,142 | 1,378,356 | 2,478,869 |
| Share Capital | 1,945,459 | 1,170,737 | 1,402,237 |
| Capital surplus | 1,346,248 | 447,093 | 421,820 |
| Retained earnings | (1,676,126) | 32,987 | (433,126) |
| Other equity interest | 1,265 | 13,466 | 14,939 |
| Treasury shares | (13,781) | (13,781) | — |
| Equity attributable to owners of the parent | 1,603,065 | 1,650,502 | 1,405,870 |
| Net Value per Share (NT$) (Note) | 8.27 | 14.15 | 10.03 |
Source: The Company's consolidated financial statements for fiscal years 2023-2025, audited and certified by independent auditors; calculations by Capital Securities Corporation.
Note: Net value per share = Equity attributable to owners of the parent / (Number of outstanding ordinary shares issued - Number of treasury shares).
Income Statement
Unit: NT$ thousand
| Year/Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Operating Revenue | 1,445,754 | 1,628,224 | 1,140,949 |
| Gross profit | 305,199 | 459,052 | 326,708 |
| Gross Profit Margin | 21.11% | 28.19% | 28.63% |
| Operating Loss | (653,317) | (254,602) | (575,720) |
| Operating (Loss) Margin | (45.19)% | (15.64)% | (50.46)% |
| Non-operating Income and Expenses | (562,010) | 21,993 | (33,672) |
| Loss before income tax | (1,215,327) | (232,609) | (609,392) |
| Loss | (1,691,435) | (278,167) | (603,852) |
| Loss attributable to: Owners of parent | (1,691,509) | (278,246) | (455,448) |
| Earnings Per Share (NT$) | (14.59) | (2.39) | (3.43) |
Source: The Company's consolidated financial statements for fiscal years 2023-2025, audited and certified by independent auditors.
III. Underwriter's Assessment Opinion
ALi Corporation resolved at the Board of Directors meeting held on May 14, 2026 to proceed with the proposed private placement of ordinary shares. The actual number of shares to be issued is proposed to be authorized by the shareholders' meeting to the Board of Directors, which may determine, based on capital market conditions, whether to complete the issuance in one or multiple tranches (up to a maximum of three tranches), provided that the total number of shares issued shall not exceed 40,000,000 shares. The funds raised will be used to strengthen working capital, repay bank borrowings, and meet future funding needs for business development. According to the minutes of the Company's Board meeting held on May 14, 2026, the subscribers for this private placement of ordinary shares shall be limited to specific persons meeting the requirements of Article 43-6 of the Securities and Exchange Act and FSC Order Jin-Guan-Zheng-Fa No. 1120383220 dated September 12, 2023. As of the date of issuance of this opinion letter, the Company has not yet identified any specific subscribers.
The underwriter's assessment regarding the necessity and reasonableness of the Company's private placement is set out as follows:
A. Legal Compliance Assessment
i. Paragraph 3 of the "Directions for Public Companies Conducting Private Placements of Securities"
According to the Company's consolidated financial statements for 2025 audited and
certified by independent accountants, the Company recorded a net loss after tax of NT$603,852 thousand for 2025, and had an accumulated deficit of NT$433,126 thousand as of the end of 2025. Accordingly, the Company is not subject to the restriction under Paragraph 3 of the “Directions for Public Companies Conducting Private Placements of Securities,” which provides that “a public company with net income after tax in the most recent fiscal year and without accumulated deficits shall issue securities through public offering unless one of the specified exceptions applies.”
ii. Item 1, Paragraph 1 of Point 4 of the “Directions for Public Companies Conducting Private Placements of Securities” regarding the pricing of private placement securities and theoretical price
Pursuant to Subparagraph 1, Paragraph 1, Article 4 of the “Directions for Public Companies Conducting Private Placements of Securities,” for listed, OTC-listed, or emerging stock companies, if the private placement price per ordinary share is lower than 80% of the reference price, or if the issuance price of preferred shares, convertible corporate bonds, preferred shares with warrants, corporate bonds with warrants, or employee stock warrants is lower than 80% of the theoretical price, the meeting notice shall additionally disclose an independent expert’s opinion regarding the basis and reasonableness of the pricing for shareholders’ reference in determining whether to approve the proposal. According to the minutes of the Board of Directors meeting of ALi Corporation held on May 14, 2026, the proposed private placement price per ordinary share will be set at no less than 80% of the reference price, and such pricing principle has been included in the Board meeting agenda. Accordingly, it should comply with the relevant laws and regulations.
iii. Item 2, Paragraph 1 of Point 4 of the “Directions for Public Companies Conducting Private Placements of Securities” regarding the qualifications of subscribers (offerees)
Pursuant to Subparagraph 2, Paragraph 1, Article 4 of the “Directions for Public Companies Conducting Private Placements of Securities,” where the subscribers are strategic investors, the Board of Directors shall fully discuss the selection method and purpose of the subscribers, the necessity of the private placement, and the expected benefits, and such matters shall be stated in the meeting agenda of the shareholders’ meeting. Based on the Board meeting minutes provided by ALi Corporation regarding the proposed private placement of ordinary shares, the Company has duly conducted sufficient discussions on matters relating to the selection of subscribers at the Board meeting, and such information will be disclosed in the agenda of the annual shareholders’ meeting to be held on June 30, 2026. Accordingly, it is deemed to comply with the relevant laws and regulations.
B. Assessment of the Necessity and Reasonableness of the Current Private Placement of Common Shares
i. Assessment of Necessity
Considering the Company’s current operating conditions, as well as the timeliness, flexibility, and issuance cost factors in fund raising, it may be difficult to successfully obtain the required funds within a short period of time through a public offering of securities. In order to avoid any adverse impact on the Company’s normal operations, it is proposed to raise funds through a private placement to specific persons. The purpose of the private placement is to strengthen working capital, repay bank borrowings, and meet future funding needs for business development, thereby enhancing the Company’s financial structure and competitiveness, and improving overall shareholders’ equity. Accordingly, the private placement of securities is considered necessary.
ii. Assessment of Reasonableness
(a) Reasonableness of the Type of Securities to Be Offered Through Private Placement
ALi Corporation proposes to issue ordinary shares through a private placement, and will determine, based on capital market conditions and the status of negotiations with specific investors, whether to conduct the issuance in one or multiple tranches (up to a maximum of three tranches), within a total limit of no more than 40,000,000 shares. As ordinary shares are a commonly issued type of security in the capital market and are generally well accepted by investors, the Company’s decision to conduct a private placement of ordinary shares is considered reasonable.
(b) Reasonableness of the Expected Benefits of the Private Placement
The proceeds from the Company’s proposed private placement of ordinary shares will be used to strengthen working capital, repay bank borrowings, and meet future funding needs for business development. In addition to satisfying the Company’s need for long-term and stable funding, the proceeds are expected to reduce reliance on bank financing and lower interest expenses, thereby improving the Company’s financial structure, enhancing competitiveness, and strengthening operating performance, which in turn will have a positive impact on shareholders’ equity. Accordingly, the expected benefits of the proposed private placement of ordinary shares are considered reasonably achievable.
iii. Assessment of Subscriber Selection and Likelihood
(a) Selection of Subscribers
The offerees of the Company’s private placement of common shares shall be limited to specific persons who meet the requirements under Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission Order No. 1120383220 dated September 12, 2023. As of the date of this opinion, no specific subscribers have been identified. However, the Company intends to target primarily insiders and related parties who have a thorough understanding of the Company’s operations and can provide direct or indirect benefits to its future business performance, as well as strategic investors capable of
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assisting the Company in reducing operating costs, improving operational efficiency, and expanding market presence. The actual subscribers, once confirmed, will be disclosed in accordance with relevant regulations through the Market Observation Post System (MOPS).
(b) Feasibility and Necessity of Subscribers
The Company’s private placement will target insiders and related parties who can provide direct or indirect benefits to its future operations, as well as strategic investors capable of assisting the Company in reducing operating costs, improving operational efficiency, and expanding market presence. This is intended to facilitate the Company’s business expansion, strengthen operational momentum, improve financial structure, and enhance future operating performance and shareholders’ equity. Accordingly, the prospective subscribers for this private placement are considered both feasible and necessary.
C. Impact of a Change in Control on the Company’s Business Operations, Financial Position, and Shareholders’ Equity
i. Impact on the Company’s Business Operations
In order to proactively position and expand its market presence, the Company continues to develop and launch set-top box products with improved cost advantages, while also extending its smart multimedia technologies to human-machine interface applications, including products in the medical and e-sports sectors. In addition, by providing integrated circuit design services, the Company is entering emerging application markets such as automotive semiconductors, AI peripheral applications, industrial Ethernet, multimedia applications, and encryption processing technologies, thereby enhancing its technological capabilities and creating new growth opportunities, which is expected to support the
Company’s return to a growth trajectory. As of the date hereof, no specific subscribers have been identified. If the subsequent subscribers are external strategic investors, their resources may assist the Company in reducing operating costs, improving operational efficiency, and expanding market reach. Furthermore, given the three-year transfer restriction applicable to privately placed securities, a long-term cooperative relationship between the Company and strategic investors can be ensured. In addition, the Company has no plan to use board seats as consideration in exchange for investment, and therefore there is no material risk of significant changes in business operations arising therefrom. In summary, the private placement is expected to have a positive impact on the Company’s business operations.
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ii. Impact on the Company’s Financial Position
Following the fundraising through a private placement, the Company will be able to obtain immediate and effective capital injection. In addition to timely supporting future operational and business development needs, the proceeds will help strengthen the Company’s financial structure, enhance its financial resilience, improve capital allocation flexibility, and reduce operational risks, thereby increasing its overall competitiveness. This is expected to contribute to the Company’s medium- to long-term development. Accordingly, the private placement is expected to have a positive impact on the Company’s financial position.
iii. Impact on Shareholders’ Equity
The private placement is expected not only to provide the Company with stable long-term funding, but also to enable the Company, through the resources of strategic investors, to reduce operating costs, improve operational efficiency, and expand its market presence, thereby enhancing profitability and overall shareholders’ equity. In addition, pursuant to the pricing principle of this private placement, the issue price shall be determined at no less than 80% of the reference price/theoretical price. Accordingly, the pricing of this private placement complies with the “Directions for Public Companies Conducting Private Placements of Securities,” and is not expected to have a material adverse impact on shareholders’ equity.
As the Company recorded a net loss after tax for 2025 and its net asset value per share was NT$10.03 as of the end of 2025, if future capital market fluctuations result in the pricing of the private placement of ordinary shares being below par value, thereby potentially increasing accumulated deficits, the Company will, depending on its future operating performance and market conditions, cover such losses through methods such as capital reduction, retained earnings, capital reserve, or other statutory means. Accordingly, the proposed private placement of ordinary shares is not expected to have a material adverse impact on shareholders’ equity.
D. Conclusion of the Assessment Opinion
Overall, the proceeds from the Company’s private placement will be used to strengthen working capital, repay bank borrowings, and meet future funding requirements for business development. In addition to satisfying the Company’s need for stable long-term funding, the private placement is expected to reduce reliance on bank financing and lower interest expenses, while enhancing capital allocation flexibility and strengthening the
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financial structure. This will contribute to the Company's sound future operations and development, while also safeguarding shareholders' interests. In addition, a review of the Board meeting materials prepared by the Company indicates that the issuance process, scope of discussion, basis for pricing determination, and selection criteria for offerees all comply with the Securities and Exchange Act and relevant regulations, and no material irregularities have been identified. Furthermore, taking into account the Company's continued operating losses in recent years, as well as the uncertainty and timeliness considerations associated with fund raising through a public offering, the private placement is considered to be both necessary and reasonable.
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Independent Statement
I. The Company has been engaged to provide an underwriter’s assessment opinion regarding the necessity and reasonableness of the private placement of securities proposed by ALi Corporation in 2026. This assessment opinion has been prepared with an objective and independent professional spirit.
II. The Company hereby declares that, in performing the aforesaid assignment, none of the following circumstances exist:
(1) Either party and its parent company, together with all subsidiaries of the parent company, collectively hold 10% or more of the total shares of the other party.
(2) The directors appointed by either party and its subsidiaries to the other party constitute more than one-half of the total board seats of the other party.
(3) The chairperson or general manager of either party is the same person as, or has a spousal or second-degree kinship relationship with, the chairperson or general manager of the other party.
(4) 20% or more of the total shares of either party are held by the same shareholders.
(5) More than half of the directors or supervisors of either party are the same persons as those of the other party. The calculation shall include spouses, children, and relatives within the second degree of kinship.
(6) Either party and its related parties collectively hold 50% or more of the issued shares of the other party. However, this restriction shall not apply where the securities underwriter is a financial institution or a securities subsidiary of a financial holding company, provided that the total shareholding of the parent company and its subsidiaries does not exceed 10% of the issuer’s total issued shares, and the number of director or supervisor seats held does not exceed one-third of the respective seats.
(7) Either party is required to file for merger clearance under applicable laws, or the merger has not been prohibited by the Fair Trade Commission after filing.
(8) Any other circumstance where, under applicable laws or factual evidence, either party directly or indirectly controls the personnel, financial, or operational management of the other party.
III. In preparing the assessment opinion regarding the necessity and reasonableness of the private placement of securities, the undersigned confirms that the professional opinion has been issued with an objective and independent spirit.
Declarant: Capital Securities Corporation
Representative: Chou, Hsiu-Chen
Date: May 18, 2026
Attachment 3
Proposal of Issuance of Restricted Stock Awards
I. In order to attract and retain the necessary professional talent, motivate employees, and enhance employee cohesion—thereby jointly creating value for the Company and its shareholders—it is proposed that the shareholders' meeting resolve to approve the issuance of restricted stock awards (RSAs) for employees. The issuance shall take place within one year from the date the notification of effectiveness is received from the competent authority, and may be carried out in one or more tranches based on actual needs. The actual issuance date shall be determined by the Chairman of the Board as authorized by the Board of Directors.
II. The following explanation is respectfully provided in accordance with Article 60-2, Paragraph 3 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (hereinafter referred to as the "Offering and Issuance Regulations"):
- Total Issue Amount
The shares to be issued and granted to employees under this issuance are common shares. The total issue amount is NT$15,000,000, with a par value of NT$10 per share, totaling 1,500,000 shares.
- Issuance Terms:
(1) Issuance Price: The restricted stock awards (RSAs) for employees will be issued free of charge.
(2) Vesting Conditions:
a. After being granted restricted stock awards under these Regulations, employees who remain employed on each vesting date, have not violated the Company's labor contract, work rules, non-compete or confidentiality agreements, or any contractual obligations with the Company during the period, and have met the performance requirements set by the Company, shall vest their shares according to the following dates and percentages:
| Vesting Conditions | Vesting Ratio |
|---|---|
| From the date of issuance of the restricted stock awards to employees. | 40% |
| Employees who remain employed by the Company for one year from the date of issuance of the restricted stock awards. | 30% |
| Employees who remain employed by the Company for two years from the date of issuance of the restricted stock awards. | 30% |
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The criteria for determining the awarded employees and the number of shares they may receive are as follows:
- Annual performance evaluation results are above the average.
- Outstanding performance in projects or significant contributions to the Company.
- Recommended by the department head as beneficial to the Company’s operational growth.
- Possession of special skills required by the Company.
b. The number of shares shall be calculated in whole shares. The Company may make adjustments based on actual circumstances.
c. In the event of a merger, acquisition, or spin-off involving the Company, and there are restricted stock awards not yet vested, the grantees may request early vesting of the unvested shares within 30 days from the date of the relevant legal resolution or record date, whichever is earlier. Such early vesting shall not be subject to performance or other vesting conditions set forth herein. If the request is not made within the time limit, the matter shall be handled in accordance with the relevant agreements or terms.
- Eligibility and Allocation/Subscribable Shares for Employees:
(1) Only full-time employees who are officially employed by the Company on the grant date of the restricted stock awards (RSAs) are eligible. The number of RSAs granted to each eligible employee will be determined based on factors such as seniority, position, job performance, overall contribution, special achievements, or other relevant management considerations. The number of shares will be approved by the Chairman and submitted to the Board of Directors for consent. However, for managerial officers or employees who also serve as directors, the approval of the Compensation Committee must be obtained in advance.
(2) In accordance with Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the aggregate number of employee stock warrants granted to any single employee, combined with the total number of RSAs granted to the same employee, shall not exceed 0.3% of the total issued shares of the Company. Furthermore, the total number of employee stock warrants granted under Article 56 of the same regulations shall not exceed 1% of the total issued shares of the Company.
- Necessity of the Issuance of Restricted Stock Awards:
To attract and retain essential professional talent, incentivize employees, and strengthen employee cohesion in order to jointly create value for the Company and its shareholders. The issuance also aims to align the interests of the Company’s management and employees with those of the shareholders.
- Estimated Expensable Amount, Impact on Earnings Per Share (EPS), and Other Effects on Shareholders’ Equity:
(1) Estimated Expensable Amount:
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Based on the most recent record date, the Company has 140,223,647 issued and outstanding shares. The estimated RSAs will account for approximately 1.06% of the total issued shares. Assuming all granted RSAs fully vest, and using the closing price of NT$24.55 on May 5, 2026 as the basis for estimation, the maximum total expensable amount would be approximately NT$36.83 million. The estimated expenses to be recognized are NT$18.91 million in 2026, NT$13.78 million in 2027, and NT$4.14 million in 2028.
(2) Impact on EPS and Other Effects on Shareholder Equity:
The estimated dilution impact on EPS is NT$0.13 in 2026, NT$0.10 in 2027, and NT$0.03 in 2028. The impact on the Company’s earnings per share is limited and is not expected to have a significant effect on shareholders’ equity.
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