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CHEM — Proxy Solicitation & Information Statement 2026
Apr 22, 2026
51839_rns_2026-04-22_5b538ce9-f2a7-40f4-bd35-8adafa21307d.pdf
Proxy Solicitation & Information Statement
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Meeting Notice for
2026 Annual Shareholders’ Meeting
Dear Shareholder:
- The 2026 Annual Shareholders’ Meeting (the “Meeting”) of Chung-Hsin Electric & Machinery Mfg. Corp. (“CHEM” or the “Company”) will be held at 9:00 a.m., Monday, May 25, 2026 at the auditorium of CHEM’s Linkou Plant (located at No. 25, Wende Rd., Guishan Dist., Taoyuan City 333, Taiwan). The agenda for the Meeting is as follows:
(i) Report Items:
(1) Change in accounting policy for the parking management business’ right-of-use assets that were originally recognized as leases by reclassifying them as concession rights
(2) Fiscal year 2025 business report
(3) Audit Committee’s review report of fiscal year 2025 financial statements
(4) Report on endorsements and guarantees for fiscal year 2025
(5) Report on indirect investments in China
(6) Report on employee compensation and director remuneration for fiscal year 2025
(7) Report on contract signed with San Feng Construction Co., Ltd. for Yuanbei office renovation regarding a substation & power transmission and distribution project
(ii) Ratification Items:
(1) The Company’s financial statements for fiscal year 2025
(2) The Company’s profit distribution for fiscal year 2025
(iii) Discussion Items:
(1) Amendment to the Articles of Incorporation
(iv) Election Items:
(1) Election of the 25th Board of Directors
(v) Other Proposals:
(1) Lifting of non-compete restrictions on board members
(vi) Ad-Hoc Motions
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Regarding the proposal for the distribution of the 2025 profits, the Board of Directors has resolved to distribute a cash dividend of NT$6 per share (i.e., each share receiving a dividend of NT$6).
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Nine board directors (six directors and three independent directors) should be elected at the Meeting through a candidate nomination process. The candidates for the election are as follows:
| Category | Candidate | Representative |
|---|---|---|
| Director | Sheng-Yuan Investment Corp. | Fu-Nien Chiang |
| Director | Sheng-Yuan Investment Corp. | Hon-Ren Lin |
| Director | CHC International Investment Corp. | - |
| Director | Sunrise Tech. Co., Ltd. | Wei-Chuan Chang |
| Director | Sunrise Tech. Co., Ltd. | Song-Qin Sheng |
|---|---|---|
| Director | Sunrise Tech. Co., Ltd. | Shu-Chun Chien |
| Independent director | Lien-Sheng Lu | - |
| Independent director | Jiunn-Chih Wang | - |
| Independent director | San-Yuan Lin | - |
Information about the candidates' education and work experiences can be found in the Material Information section of the Market Observation Post System ("MOPS") website by entering the Company's stock code and selecting the date to search for announcements about election of directors through the candidate nomination process.
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If there are matters in the agenda of the Meeting that require explanations of their main content according to Article 172 of the Company Act, they will be made available on the MOPS website (https://mops.twse.com.tw/mops/welvindex). You are requested to input the stock code and year to access reference materials for the various agenda items, the meeting handbook, and supplementary materials for the Meeting.
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Enclosed please find an attendance notice and a proxy form. If you decide to attend the Meeting in person, please sign or affix your seal on the attendance notice (for juristic person shareholders, please affix your seal on the attendance notice and appoint a representative) (not to be returned by mail) and present it to check in on the day of the Meeting (the check-in time for shareholders is 8:30 a.m.). If you wish to appoint a proxy to attend the Meeting on your behalf, please sign or affix your seal on the proxy form, provide the name and address of your proxy and submit it to the Shareholder Services Department of the Company's shareholder services agent, i.e., KGI Securities Co., Ltd., no later than five days prior to the date scheduled for the Meeting (5F, No. 2, Chungching S. Road, Sec. 1, Taipei City) to ensure that the attendance card is mailed accordingly. If the attendance card is not received before the Meeting, please bring the relevant identification documents directly to the meeting venue to request reissuance.
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Shareholders, solicitors, and entrusted agents should bring identification documents for verification when attending the Meeting.
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Article 26-2 of the Securities and Exchange Act states in part: "The notice of a shareholders' meeting to be provided by a company that has issued stock under this Act to shareholders owning fewer than 1,000 shares of registered stock may be in the form of a public announcement. For a regular shareholders' meeting, such notice may be given 30 days before the meeting date." Accordingly, this Meeting Notice will not be additionally served by mail.
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Shareholders may exercise their voting rights via the STOCKVOTE platform of the Taiwan Depository & Clearing Corporation (http://stockservices.tdcc.com.tw) during the period from April 25 to May 22, 2026, in accordance with the provided instructions and guidelines.
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The Shareholder Services Department of KGI Securities Co., Ltd. is designated to verify the proxy statistics for the Meeting.
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A souvenir (a $50 gift card) will be offered at the Meeting upon presentation of this Meeting Notice (if the gift card is out of stock, a previously-offered souvenir of the same value will be provided instead). Shareholders holding fewer than 1,000 shares will not be eligible to receive souvenirs unless they attend the Meeting in person or exercise their voting rights electronically. 1) In case of open solicitation of proxies for the Meeting, the Company will upload a summary table of solicitation information to the website of the Securities and Futures Institute
(http://free.sfi.org.tw) no later than April 24, 2026. Please refer to the information on the website for the solicitation methods. Shareholders may contact the public solicitors listed on the website to submit a proxy form. The Company may provide souvenirs to the solicitors based on the number of shareholders appointing a proxy, which will then be distributed to shareholders. Solicitation locations may end the solicitation process early depending on the situation.
2) For shareholders who exercise their voting rights via the e-voting system successfully from April 25 to May 22, 2026, they are requested to collect the souvenir at the Shareholder Services Department of KGI Securities Co., Ltd. (5F, No. 2, Chungching S. Road, Sec. 1, Taipei City) from July 3 to July 7, 2026 (excluding holidays) by presenting their attendance notice, their identification document or a printed copy of the entire webpage of "the voting result of resolution" from the e-voting system.
3) Other than the aforementioned collection methods, the Company will only distribute souvenirs at the meeting venue before the conclusion of the Meeting on the day of the event. Souvenirs will not be mailed or reissued after the Meeting.
Sincerely,
CHEM’s Board of Directors