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AOPEN Proxy Solicitation & Information Statement 2026

Apr 24, 2026

52278_rns_2026-04-24_3a216cbb-b1d3-4ed3-9e39-330fabed3bec.pdf

Proxy Solicitation & Information Statement

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AOPEN an Acer Group Company

Aopen Incorporated

Notice of General Shareholders' Meeting 2026

TO SHAREHOLDERS:

I. The 2026 General Shareholders' Meeting (the "GSM") of Aopen Incorporated (the "Company") will be held on May 26, 2026 at 9:00 a.m. in ACER Building, 1F Meeting Room, located at No. 88, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City. Shareholder attendance registration will begin at 8:30 a.m. at the same as the meeting place.

The Agenda of 2026 GSM is in the following:

  1. Report Items
    (1) Business Report for the Year 2025
    (2) Audit Committee's Review Report
    (3) Report on Execution of the Distribution of Cash Dividend, Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2025

  2. Election matters:
    To Elect Seven Directors (Including Four Independent Directors) of the Company

  3. Proposed Items for Ratification and Discussion
    (1) Ratification Proposal of the Financial Statements, Business Report and the Profit Distribution Statement for the Year 2025
    (2) To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives

  4. Extemporary Motion

II. The Board of Directors has approved the Company's earning distribution proposal for 2025, whereby each common shareholder will be entitled to receive a cash dividend of NTD3 per share.

III. The 2026 GSM will elect seven directors (three ordinary directors and four independent directors) through a candidate nomination policy. The list of candidates for ordinary directors is as follows: Acer Inc. legal representative : Victor Chien、Acer Inc. legal representative : Maverick Shih & Acer Inc. legal representative : Katy Chang ; the list of candidates for independent directors : Grace Lung、Tai-Fu Chen、SA Chen & William Shen. Shareholders wishing to view information regarding their educational background and work experience should visit the "Announcement Inquiry" section of the MOPS (https://mops.twse.com.tw).

IV. Besides those listed in the convening notice, if there are any main contents of this shareholders' meeting which stipulated in Article 172 of the Company Act, please refer to MOPS at https://mops.twse.com.tw/Electronic Books/Shareholders' meetings/Meeting Handbook.

AOPEN Incorporated

221,新北市新台五路一段88號9樓(東方科學園區D棟9樓) 9F, No. 88, Sec. 1, Xintai 5th Rd, Xizhi Dist., New Taipei City 221, Taiwan (R.O.C)

TEL: +886 2 7710 1195 FAX: +886 2 7710 1187

www.AOPEN.com


AOPEN an Acer Group Company

V. In accordance with Article 165 of the Company Act, the registration of stock transferring is suspended from March 28, 2026 to May 26, 2026.

VI. The Attendance Card and the Proxy are enclosed. Shareholders who plan on attending the meeting in person, please sign or stamp on the Attendance Card and bring it to the meeting venue on the day of the GSM; and for who plan to attend the meeting by proxy, please fill in the form and sign or stamp on the Proxy and send it to the Shareholders’ Service Office at least five (5) days before the GSM.

VII. The shareholder of GSM is entitled to exercise the voting right by the way of electronic transmission during the period from April 25, 2026 until May 23, 2026. Please visit https://stockservices.tdcc.com.tw, the eVoting platform of Taiwan Depository and Clearing Corporation (“TDCC”) and follow the instructions.

VIII. If any shareholder solicits the proxy for GSM, the Company may compile a summary statement of the Solicitor Solicitation Information and disclose it on the SFI’s website by April 24, 2026. If any investor wants to search such information, please visit https://free.sfi.org.tw for Proxy Announcement Related Information Free Research System and enter the query condition.

IX. The Company’s Shareholders’ Service Office is the proxy tallying and verification institution for the GSM.

X. There will be NO meeting gift for the GSM.

XI. Please be advised and act accordingly.

NOTE:

Relevant information of the hybrid shareholders’ meeting:

  1. Aopen’s 2026 GSM will be held as a hybrid shareholders’ meeting (physical shareholders’ meeting with assistance of video conferencing). Shareholders

plan to attend the meeting virtually must sign up for it and register such attendance on the TDCC eServices Platform (for mobile devices user, please scan the QR Code above) between April 25, 2026 until May 23, 2026 and start checking-in 30 minutes prior to the start of the GSM.

Shareholders who attend GSM virtually can exercise their voting rights between the commencement of the meeting and the end of the voting time announced by the chairperson. Shareholders who cast late-arriving ballots after the end of the voting time will be deemed to have waived their voting rights. Shareholders are allowed to text questions; for each proposal, questions are limited to two; for each question, words are limited to 200 characters. Please visit https://www.tdcc.com.tw, the TDCC website, for more information on the operating instructions of the eServices Platform. Shareholders who have any questions about online participation, please call the Stock Affairs Department of TDCC at 02-2719-5805#188. The Company will not be liable for any poor communications, broadcast lags, or any difficulties concerning watching a live stream, texting questions, and exercising voting rights if it is shareholders’ internet connection

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AOPEN Incorporated

221,新北市新台五路一段88號9樓(東方科學園區D棟9樓) 9F, No. 88, Sec. 1, Xintai 5th Rd, Xizhi Dist., New Taipei City 221, Taiwan (R.O.C)

TEL: +886 2 7710 1195 FAX: +886 2 7710 1187

www.AOPEN.com


AOPEN an Acer Group Company

or equipment that causes the problems. Shareholders who have concerns about such issues are encouraged to use eVoting prior to the meeting or attend the meeting in person.

  1. In the event that the eMeeting Platform fails or shareholders have difficulty attending virtually for over 30 minutes due to natural disasters, incidents, or other force majeure events: (1) If the total number of shares represented at the shareholder meeting after deduction of the number of shares represented by shareholders attending virtually still reaches the legal quorum for convening of the shareholders' meeting, the affected meeting will continue in session. The shares of shareholders, solicitors, or proxy agents who attend virtually will be counted towards the total number of shares represented by the shareholders attending the meeting. In addition, shareholders, solicitors, or proxy agents who attend virtually will be deemed to abstain from voting on all proposals on meeting agenda of that shareholder meeting. Please contact the Company (02-2719-5000) if you encounter the said situation. (2) Yet if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, fail to meet the minimum legal requirement for the GSM, the Company may postpone or reconvene the meeting at 10:00 a.m. on May 27, 2026 at 1F Meeting Room, Acer Building (No. 88, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City). The meeting notice will NOT be posted, and shareholders who have not registered their online attendance at the affected meeting will not be allowed to attend the postponed or reconvened meeting. If encountering the said problems, the Chairperson may adjourn the meeting when the outcomes of all proposals have been announced and an extraordinary motion is not put forward.

  2. Solicitors or proxy agents who intend to participate virtually should fill out a letter of intent for attendance, the registration must be completed at the Company's Shareholder Services Office (Address: 5, 7th Floor, No. 369, Fuxing North Road, Songshan District, Taipei City 105001) between April 27, 2026, and 4:00 p.m. on May 22, 2026 (three days prior to the shareholders' meeting), and to sign-in, watch live streaming, submit the questions and to vote on the GSM.

By Order of the Board of Directors

Aopen Incorporated

AOPEN Incorporated

221,新北市新台五路一段88號9樓(東方科學園區D棟9樓) 9F, No. 88, Sec. 1, Xintai 5th Rd, Xizhi Dist., New Taipei City 221, Taiwan (R.O.C)

TEL: +886 2 7710 1195 FAX: +886 2 7710 1187

www.AOPEN.com