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Calin Proxy Solicitation & Information Statement 2026

May 22, 2026

52454_rns_2026-05-22_b742d933-9424-4a94-b9c9-2f0f283ae714.pdf

Proxy Solicitation & Information Statement

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CALIN

Technology

Calin Technology Co., Ltd.

Meeting Notice of 2026 Annual General Shareholders' Meeting (Summary Translation)

  1. The 2026 Annual General Shareholders' Meeting (the "Meeting") of Calin Technology Co., Ltd. (the "Company") will be held at 9:00 a.m. (reception at the designated entrance begins at 8:30 a.m.) on June 24, 2026(Tuesday) at the No.1, Chien Kuo Rd., Tan Tzu Dist. Taichung City, Taiwan, R.O.C.

Major contents of the meeting:

A. Matters to be reported
(1) Report the business of 2025.
(2) The Audit Committee's Review Report on the 2025 Financial.
(3) To report the status of the private placement of common shares.
(4) Status report of the company's share buyback program.

B. Matters to be ratified
(1) Adoption of the 2025 Business Report and Financial Statements.
(2) Proposal for the Appropriation of Profit and Make up for Loss of 2025.

C. Matters to be discussed
(1) Amendment to "Regulations Governing the Acquisition and Disposal of Assets."
(2) To propose the issuance plan of private placement for common shares.

D. Elections Items
To elect all Directors of the company

E. Other Matters
Proposal of Release the Prohibition on Directors from Participation in Competitive Business.

F. Extempore Motion

  1. Please refer to attachment I for the explanation of the issuance plan of private placement for common shares.

  2. Nine directors (including three independent directors) are to be elected in this Annual Shareholders' Meeting by adopting the nomination of candidates. The list of candidates for the Board of Directors include Liu, Chia-Pin, Central Investment Co., Ltd. Legal representative: Chang, Yu-Cheng, Central Investment Co., Ltd. Legal representative: Chang, Tien-Han, Chuang, Fu-Ming, Wu, Tsung-Liang and Li, Pi-Wen. The list for independent directors include Wei, Kuan-Liang, Hsu, Chun-Ming and Chen, Cheng-Hsiang. For relevant information regarding their academic and professional experiences please access the Market Observation Post System. (MOPS)(https://mops.twse.com.tw)

  3. In accordance with Article 172 of the Company Act, the matters of the alteration at the 2026 Annual Shareholders' Meeting. Please refer to the Year 2026 Annual Shareholders'


CALIN

Technology

Meeting Handbook or visit M.O.P.S. website (http://mops.twse.com.tw) for the details.

  1. Pursuant to Article 165 of the Company Act, the Company hereby closes the share transfer registration from April 26, 2026 to June 24, 2026.

  2. One copy of the attendance notification form and proxy form will be attached to this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification from and carry it to the check-in desk on the day of the meeting. In the case that an agent(s) is entrusted to attend the meeting, the shareholder(s) shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Grand Fortune Securities Corporation Registrar Transfer Department at least 5 days prior to the day of the meeting. The signed proxy form will serve as the sign-in card for agent(s) to represent your vote at the meeting.

  3. If a proxy is solicited by the shareholder(s), Calin Technology Co., Ltd. is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Future Institute (SFI) website no later than May 22, 2026. Shareholder(s) 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.

  4. Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Securities Central Depository Co., Ltd. https://www.stockvote.com.tw) during the period from May 23, 2026 to June 21, 2026.

  5. The Transfer Agency Department of Grand Fortune Securities Co., Ltd. is the proxy tallying and verification institution for this Annual meeting.

  6. Please take action accordingly.

Sincerely yours,

Board of Directors

CALIN Technology Co., Ltd.

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CALIN

Technology

Attachment I

In corresponding to the development trends in the industry and as well as the company operation requirements, the Company proposes to raise funds by issuing common shares within the range of 20,000,000 shares (the par value is NT$10 per share) in accordance with Security and Exchange Act, Article 43-6, and "Directions for Public Companies Conducting Private Placements of Securities", described as follows.

  1. Private Placement Pricing Determination Basis and Reasonableness:

(1) Pricing Determination: In accordance with "Directions for Public Companies Conducting Private Placements of Securities", to set the benchmark pricing based on the higher one of the calculation prices, and the price determination level shall not be lower than 80% of the benchmark pricing: (a) the simple average closing price of the common shares of the Company for either the 1, 3, or 5 business days, or (b) for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The actual issuance price shall no lower than the reference price. The actual price determination date and the actual private placement price will be determined by the board of directors pursuant to the scope of percentage adopted by the resolution of the shareholders meeting and according to the above pricing requirements, and based on the situation of consulting with the specific persons and the market condition.

(2) Reasonableness of pricing method: The actual issuance price based on "Directions for Public Companies Conducting Private Placements of Securities", taking into consideration the market status, objective conditions and relevant regulations above-mentioned. The price determination method is in compliance with relevant regulations, which shall be reasonable.

  1. Specific persons' selection: The investor(s) to subscribe to the Private Placement Shares shall meet the qualifications listed in Article 43-6 of the Security and Exchange Act, and Article reference number 1120383220 of the Securities and Futures Bureau under the Financial Supervisory Commission R.O.C. (Taiwan).

(1) The way of the specific persons selected: The strategic partner selection in this private placement will be based on vertical integration with the upstream and downstream of the Company.

(2) Purpose: To expand the company's operation scale, improve its operation efficiency, and maximize shareholders' equity.

(3) Necessity: To participate in this private placement to increase its shareholding in the Company, this should be able to build up strengthen the cooperative relationship. Therefore, it is necessary to introduce strategic investors in this private placement.

(4) Expected benefits: Assist the company in improving technology, quality, efficiency improvement, market expansion and other benefits through vertical integration, horizontal integration or joint research and development of commodities or markets, that will be beneficial to the company's business stability and future operation and fully grasp the benefits such as sales trends to the terminal sides.

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CALIN

Technology

  1. The necessity of the private placement:

(1) The reason for not taking a public offering: In order to response to the development trend of the industry and the company operation requirements, it is proposed to introduce strategic investors through private placement, and by considering the effectiveness, feasibility and costs to raise capital, it is easier to comply with the strategic alliance arrangement, and the funds obtained from the private placement will be used in conjunction with the strategic alliance agreement.

(2) The amount of the private placement: Within the quota of 20,000,000 shares, it will be processed once within one year from the resolution date of the shareholders meeting. The increased share capital will account for about 12.40% of the total share capital after the private placement. The shareholding ratio afterwards shall not cause any change in the right of management.

(3) The capital usage plan and projected benefits of private placement: Use of funds: For business expansion requirements and operating capital. Estimated benefits: By introducing strategic investors and searching for strategic partners for vertical integration from upstream to downstream, it is proposed to strengthen the technology, business or key components required for the company's operations, and then to get the timeliness and respond to rapid changes in the industry and environment.

(4) The rights and obligation of the common shares issued for this capital injection through private placement are the same as the existing issued shares of the Company. The shares issued under the private placement may not be transferred except under the circumstances in Article 43-8, Securities and Exchanges Act.

(5) For proposal references of the private placement, please check out Market Observation Post System website (https://mops.twse.com.tw) for inquires. Route: Investment Section / Private placement, and type in stock code "4976" for inquire. CALIN website: https://www.calin.com.tw

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