CTCI — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

CTCI 中鼎工程股份有限公司
CTCI Corporation

Meeting Notice

of

2026 Annual General Shareholders' Meeting

(Summary Translation)

The 2026 Annual General Shareholders' Meeting (the "Meeting") of CTCI CORPORATION (the "Company") will be held at Mellow Fields Hotel International Conference Hall (No. 127, Sec.7, Zhongshan N. Rd., Taipei) by hybrid meeting at 9:00 a.m., Monday, May 25, 2026.

A. The agenda for the Meeting are as follows:

(1) Report Items

(a) Business Report of 2025
(b) Audit Committee's Review Report of 2025
(c) The compensation for directors and employees (including junior employees) for 2025
(d) Distribution of cash dividends from profits in 2025
(e) The status of guarantees provided by the Company as of the end of 2025
(f) Report on the issuance of unsecured ordinary corporate bonds
(g) Report on the status of private placement shares

(2) Ratification Items

(a) To ratify 2025 Business Report and Financial Statements
(b) To ratify the Company's distribution of 2025 earnings

(3) Election Item

(a) Election of the 9 Board Directors for the 17th term

(4) Discussion items

(a) To approve the amendment to the Company's "Articles of Incorporation"
(b) To approve the issuance of new shares through capital increase from earnings
(c) To approve removing the non-competition restrictions on 17th term Board Directors
(d) To approve the issuance of new shares for cash in private placement

(5) Special Motions

B. Distribution of profits and determination of the dividend amount for 2025 as resolved by the Board of Directors is as below:

Cash dividends and stock dividends are TWD 0.8 and TWD 0.2 per share (based on the total outstanding shares as of January 31st, 2026).

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CTCI

中鼎工程股份有限公司

CTCI Corporation

C. List for the director candidates of the 17th term is as below:

No.	Title	Name
1	Director	CTCI Development Corporation Representative: Michael Yang
2	Director	CTCI Development Corporation Representative: John T. Yu
3	Director	Quintin Wu
4	Director	Johnny Shih
5	Director	Yancey Hai
6	Director	CTCI Foundation Representative: Wenent Pan
7	Independent Director	Chien-Chung Li
8	Independent Director	Yi-Fang Chen
9	Independent Director	Hui-Huang Yen

D. It is hereby proposed in the Meeting to remove the non-competition restrictions on 17th term Board Directors according to article 209 of the Company Act.

E. Private Placement of Ordinary Shares

(1) The Company intends to raise capital through a private placement of common shares to strengthen working capital, enhance the Company's competitiveness, support reinvestment needs, and maintain flexibility and the timeliness in fundraising as well as in introducing strategic partners. The private placement will be conducted within one year from the shareholders' meeting resolution, with the possibility of up to three separate placements based on actual business requirements.

(2) According to Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities", the descriptions are as follows:

(A) The basis and reasonableness of the private placement pricing

a. The reference price shall be the higher of the following two calculations:

(a) 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.

(b) 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.

b. The price per share of private placement ordinary shares shall be no less than 80% of the reference price.

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CTCI 中鼎工程股份有限公司
CTCI Corporation

c. The actual pricing date and the final private placement price, within the range approved by the shareholders' meeting, are authorized to be determined by the Board of Directors based on the aforementioned pricing principles, taking into account the eventual selection of specific subscribers and prevailing market conditions.

d. The determination of the private placement price, in addition to taking into account the three-year transfer restriction imposed on privately placed securities under the Securities and Exchange Act, is based on relevant regulatory requirements and the closing price of the Company's common shares. Therefore, the pricing is deemed reasonable.

(B) Specific person selection method:

a. Selection method and purpose: The private placement targets are limited to specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act and the relevant orders of the Financial Supervisory Commission such as the Financial Supervisory Commission's Order No. 1120383220 issued on September 12, 2023.

The subscribers for the private placement are strategic investors. The selection method and purpose of the subscribers will be limited to suppliers or direct or indirect customers required by the Company, or strategic investors who can provide business integration niches, or improve the financial structure of the Company. The shareholders' meeting is expected to authorize the board of directors to negotiate and determine the selection method and purpose.

b. Necessity and expected benefits: By introducing strategic investors, the Company expects to enhance its competitiveness and operational efficiency, as well as reinforce its financial position, which is crucial for long-term operational growth.

c. Relationship between Subscribers and the Company: The Company has not yet identified any specific subscribers. The selection of actual subscribers is proposed to be fully authorized to the Board of Directors by the shareholders' meeting.

(C) Reason for private placement:

a. Reasons for not using public offering: After assessing market conditions, the Company believes a private placement is more timely, cost-effective, and convenient for raising capital. Additionally, this approach supports the introduction of strategic investors, ensuring long-term cooperation through the restrictions on securities transfer in private placements.

b. Private placement quota: not more than 90,000,000 ordinary shares, which can be processed in up to three installments within one year from the date of the shareholders' meeting resolution.

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CTCI 中鼎工程股份有限公司
CTCI Corporation

c. The purpose of this private placement and the expected benefits: For each tranche, through the capital injection from the subscribers, the Company can meet the long-term operating and development fund needs, strengthen its financial structure, enhance the Company's competitiveness and future profits and operating performance, and have a positive impact on shareholders' interests.

(D) The introduction of strategic investors through this private placement will not result in any material change in the Company's control.

(3) The rights and obligations of the common shares to be privately placed in this offering are, in principle, the same as those of the Company's outstanding common shares. However, pursuant to Article 43-8 of the Securities and Exchange Act, the privately placed securities may not be freely transferred within three years from the date of delivery, except under specific circumstances permitted by law. Upon the expiration of the three-year period from the date of delivery, the Company intends to apply to the competent authority for a public offering and listing of the said securities in accordance with applicable regulations.

(4) Other Considerations: The private placement plan includes details such as the issue price, number of shares, terms of the offering, project objectives, amount to be raised, expected timeline, potential benefits, and any other relevant matters. Should changes be necessary due to regulatory requirements, operational assessments, or external factors, the board of directors is authorized to handle these adjustments, with the chairman or their designee empowered to sign and negotiate all related agreements and documents.

(5) Private Placement of Ordinary Shares of the Company is formulated in accordance with Article 43-6 of the "Securities and Exchange Act". Look up related information, please visit the Market Observation Post System (MOPS; https://mops.twse.com.tw) or official website (https://www.ctci.com).

F. The voting power at the 2026 Annual General Shareholders' Meeting can be exercised by way of electronic transmission from April 25, 2026 to May 22, 2026. Please login to the Taiwan Depository & Clearing Corporation("TDCC") website to exercise voting rights in accordance with the online instruction (website: https://stockservices.tdcc.com.tw).

The Meeting will adopt video conferencing and related information is as follows:

A. Besides physical meeting, the Meeting could be attended via video conferencing. Shareholders who wish to attend via video conferencing should register and apply for participation from April 25, 2026 to May 22, 2026 on the TDCC website (https://stockservices.tdcc.com.tw). Check-in will begin 30 minutes before the meeting starts.

a. Shareholders who participate via video conferencing on the meeting day can exercise their voting rights from the start of the meeting until the chairman announces the end of the voting period. Any questions regarding the agenda can be made through the platform in written form, and each question cannot exceed 200 words or be asked more than twice.

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CTCI 中鼎工程股份有限公司
CTCI Corporation

For more instructions on platform operations, please visit the TDCC's website(https://www.tdcc.com.tw). If there are any further questions, please contact TDCC (Tel: 886-2-27195805 extension 188).

b. The Company is not responsible for any communication issues, delays, inability to watch the live broadcast, or exercise voting rights due to internet or device issues. Shareholders concerned about these issues are recommended to vote electronically in advance or attend the meeting in person.

B. If a natural disaster, emergency, or other force majeure situation causes an obstacle lasts for more than 30 minutes in the video conferencing platform or during participation via video conferencing, the following measures will be taken:

a. If the total number of shares represented at the Meeting after deduction of the number of shares represented through attendance via video conferencing still reaches the legal quorum for convening of the shareholders' meeting, the Meeting will continue. The number of shares represented by the shareholders, proxy solicitors, or proxy agents who attending the Meeting via video conferencing will be counted toward the total number of shares represented by the shareholders attending the Meeting, and they will be deemed to have waived their voting rights on all items at the Meeting. Please contact the Company (Tel: 886-2-28339999) while above situations happened.

b. If the total number of shares represented at the Meeting after deduction of the number of shares represented through attendance via video conferencing do not reach the legal quorum for convening of the shareholders' meeting, the Meeting could not hold or continue, the Company will reschedule or continue the Meeting on May 26, 2026, at 9:00 am at Multifunctional Conference Hall (No. 16, Fushan Rd., Beitou Dist., Taipei).

The Company would not resend the notice of the Meeting to listed shareholders by the register of shareholders; shareholders who did not register to participate via video conferencing in the original Meeting cannot attend the rescheduled or continued meeting. If all items have been announced and special motion have not been processed, the chairman may adjourn the meeting.

c. The recording or broadcasting the live feed of the meeting through machines or screen recording software is not allowed to protect the rights and interests of all attendees.

Board of Directors
CTCI CORPORATION

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