FICG — Proxy Solicitation & Information Statement 2026

Apr 10, 2026

Stock Code: 3701

FICG

FIC Global

FIC Global, Inc.

2026 First Extraordinary General Shareholders' Meeting

Meeting Handbook

25 March 2026

---

Table of Contents

I. 2026 FIRST EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING PROCEDURE 1
II. 2026 FIRST EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING AGENDA 2
DISCUSS MATTERS 3
MOTIONS 5
ADJOURNMENT 5
III. APPENDIX
FIC GLOBAL, INC. ARTICLES OF INCORPORATION 6
RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS 11

---

FIC Global Inc.
2026 First Extraordinary General Shareholders' Meeting
Procedure

1. Announcement of Commencement
2. Chairman's Speech
3. Discuss Matters
4. Motions
5. Adjournment

1

---

2

FIC Global Inc.
2026 First Extraordinary General Shareholders' Meeting Agenda

Time: 9:00 a.m. (Wednesday) 25 March 2026
Location: 2F, No. 300, Yangguang Street, Neihu District, Taipei City

I. Announcement of Commencement (attending shareholders and total number of shares represented reported)
II. Chairman's Speech
III. Discuss Matters
Proposed application for the China Mainland stock market listing of the subsidiary, Prime Technology (Guangzhou) Inc.
IV. Motions
V. Adjournment

---

Discuss Matters

I. Proposed application for the China Mainland stock market listing of the subsidiary, Prime Technology (Guangzhou) Inc.

< Proposal by Board of Directors >

Illustration:
A. Purpose of applying for listing and trading in an overseas securities market:
To expand into relevant industrial markets within and outside Mainland China, attract and motivate top professional talent, and enhance the global competitiveness of the Group, our subsidiary, Prime Technology (Guangzhou) Inc., intends to first apply for listing on the New Third Board (National Equities Exchange and Quotations). This serves as a preliminary procedure for a subsequent application to list on the Beijing Stock Exchange. Following the New Third Board listing, Prime Technology (Guangzhou) Inc. may, based on policy developments and business performance, submit a listing application to the Shanghai Stock Exchange, Shenzhen Stock Exchange, or Beijing Stock Exchange.

B. Impact on the finance and business of the Company due to apply for listing and trading in an overseas securities market:

1. Impact on the finance:
   a. If Prime Technology (Guangzhou) Inc. successfully lists on the New Third Board, it will expand its fundraising channels, facilitating the expansion of high-end manufacturing lines and increasing capacity. This is expected to boost revenue and profitability post-listing. Furthermore, it will provide a more efficient financing environment for future operating capital and capital expenditure requirements, thereby reducing financial expenses.
   b. After listing, Prime Technology (Guangzhou) Inc. will remain a consolidated subsidiary of the Company. This will benefit the net profit attributable to the Company as the parent holding company and help enhance overall shareholder equity.

2. Impact on the business:
   Prime Technology (Guangzhou) Inc. possesses extensive experience in high-precision electronic product design, R&D, and manufacturing, specializing in COB (Chip on Board) semiconductor packaging and high-precision electronic

3

---

production. In the era of AI and high-speed network development, optical communication modules have become a core business. To meet rapidly increasing market demand, a new plant expansion is planned in Johor Bahru, Malaysia. Listing on the securities market will enhance the brand credibility and international visibility of both Prime Technology (Guangzhou) Inc. and the Group. It will also improve customer trust regarding financial transparency and sustainable operations, making it easier to establish long-term partnerships with major international brands and strengthen the customer base in high-end product sectors.

1. Impact of the proposed changes in the organizational structure and business on the listed company: The FICG will continue to hold shares in Prime Technology (Guangzhou) Inc. indirectly through its offshore subsidiary, 3CEMS COPORATION, and its two further offshore subsidiaries. There are no changes to the organizational structure or business nature of Prime Technology (Guangzhou) Inc. and its subsidiaries; therefore, there is no impact on the FICG.

C. Method of shareholding dispersal and proposed percentage of shareholding or contributions reduction, basis of price determination, Parties to whom equities (or contributions) are to be assigned or specified persons being contacted: Prime Technology (Guangzhou) Inc. intends to apply for listing on the New Third Board. Since there is no mandatory requirement for a company to raise funds prior to listing on this board, Prime Technology (Guangzhou) Inc. currently has no plans to issue new shares.

D. Any effect on the ongoing listing of the listed company: The application for Prime Technology (Guangzhou) Inc. to list on the securities market in Mainland China will be handled in accordance with relevant laws and regulations. As the Company will retain its controlling position over Prime Technology (Guangzhou) Inc., this will not affect the Company's continued listing status in Taiwan.

E. Any other matters that need to be specified:

1. Prime Technology (Guangzhou) Inc. has not yet formally submitted its application. The timing and duration of the future application remain subject to uncertainty and unpredictability.

4

---

1. To facilitate the subsidiary's application for listing in Mainland China, it is proposed that the Shareholders' Meeting authorize the Board of Directors (or its authorized person) and/or authorize the Board of Prime Technology (Guangzhou) Inc. (or its authorized person) to make adjustments based on the implementation of the listing plan, opinions from relevant government authorities, local regulations, market conditions, or practical needs, and to handle all matters related to this proposal with full authority.

2. This proposal has been approved by the Board of Directors and is hereby submitted to the Shareholders' Meeting for discussion."

Resolution:

Motions

Adjournment

---

【Appendix 1】

FIC Global, Inc. Articles of Incorporation

Chapter 1 General

Article 1. The Company is organized in accordance with Business Merger and Acquisition Act, Company Act and applicable legislations and is named FIC Global, Inc.

Article 2. The Company operates the following businesses:

1. H201010 Investment
2. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3. The Company may provide loans, endorsements and guarantees as required for its business or subsidiary and the board of directors is authorized to establish relevant rules.

Article 4. The Company has its headquarters in Taipei City and may set up domestic or overseas branches or representative offices as required through board resolutions.

Article 5. The Company makes public announcements in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6. The Company's total capital is NT$25,000,000,000, divided into 2,500,000,000 shares, which may be issued through multiple issuances. The face value is NT$10 per share. The board of directors is authorized to issue the shares based on actual requirements.

Among the total number of shares under the previous paragraph, 1,000,000,000 shares are reserved for subscription against warrants, special shares with warrants or corporate bonds with warrants issued by the Company.

Article 6-1 The Company acquires treasury shares, issues employee stock warrants, issues new shares for cash capital increase, and issues new shares with restricted employee rights in accordance with the law, including employees of controlled or subordinate companies who meet certain conditions.

Article 7. Deleted.

Article 7-1 Deleted.

Article 7-2 Deleted.

---

Article 8. Deleted

Article 9. The Company does not need to print share certificates for shares it issues, provided that shares issued in accordance with this paragraph shall be registered with the Taiwan Depository and Clearing Corporation.

Article 10. All shares of the Company are registered shares and are issued after affixation of directors' signatures or seals on the Company's behalf and certification in accordance with the law.

Article 11. Registration of share transfer in the shareholders register is suspended during a period of 60 days before any general shareholders' meeting, 30 days before any extraordinary shareholders' meeting and 5 days before the record date for distribution of dividend or bonus decided by the Company. The period starts from the meeting date or record date.

Chapter 3 Shareholders' Meeting

Article 12. Shareholders' meetings are divided into general shareholders' meetings and extraordinary shareholders' meetings. General meetings are held once a year in accordance with the law within 6 months from the end of each accounting year. Extraordinary meetings are held as required in accordance with the law.

With the consent of the counterparties, shareholders' meeting notice may be given in electronic manners. For any shareholder holding less than 1,000 registered shares, shareholders' meeting notice may be given in the form of public announcement. The Company may hold shareholders' meetings through video conference or in other manners published by the central competent authority. The conditions for holding meetings through video conference, the procedures thereof and other compliance matters shall be in accordance with the regulations further established by the securities competent authority.

Article 13. For each shareholders' meeting, shareholders may issue proxies printed by the Company, specifying the scope of authorization, to designate a representative to attend the shareholders' meeting on the shareholders' behalf.

Article 14. Unless otherwise provided by law, each shareholder of the Company is entitled to one vote per share.

Article 15. When the Company holds a shareholders' meeting and uses an electronic manner as one of the voting manners, shareholders exercising voting rights in electronic manners are deemed to have attended the meeting in person. Matters related to such exercise shall be governed by current legislations.

7

---

Unless otherwise provided by Company Act, resolutions of shareholders' meetings shall be approved by shareholders representing the majority of voting rights of attending shareholders in a meeting that is attended by shareholders representing the majority of all outstanding shares.

Resolutions of shareholders' meetings shall be recorded in minutes.

The minutes under the previous paragraph shall be prepared and distributed in accordance with Article 183 of the Company Act.

Chapter 4 Directors and Supervisors

Article 16. The Company has 5 to 11 directors, elected by shareholders' meeting from a list of director candidates under the candidate nomination system. The same person may be re-elected upon expiry of the term. The qualification, nomination manner and other compliance matters shall be as prescribed by the competent authority.

Among the number of directors under the previous paragraph, there shall be at least 3 independent directors and the number of independent directors shall represent at least 1/3 of all board seats.

Article 16-1 Directors are elected under the candidate nomination system. Nomination shall be in accordance with Article 192-1 of the Company Act. Independent directors and non-independent directors shall be elected at the same time and the number of elected directors shall be calculated separately.

Article 16-2 The Company has an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, composed of all independent directors. The audit committee or members thereof is responsible for performing the duties of supervisors in accordance with the Company Act, Securities and Exchange Act and other legislations. Supervisors shall be cancelled on the date on which the audit committee is established.

Article 17. The board of directors is composed of directors. One chairman shall be elected by directors from among themselves through approval by the majority of directors attending a meeting that is attended by 2/3 or more directors. Board meeting notice may be given in writing, by email or fax. Directors shall attend board meetings in person, provided that they may also be represented by other directors. When a director asks another director to attend a board meeting on his/her behalf, he/she shall issue a proxy on each occasion, specifying the scope of authorization for the agenda. Any director participating in a meeting through video conference shall be deemed to have attended the meeting in person.

8

---

Article 18. Deleted.

Article 19. When the chairman is on leave or cannot perform his/her duties for any reason, the representation shall be in accordance with Article 208 of the Company Act.

Article 20. Other than directors' remuneration under Article 24 of these Articles of Association, the board of directors is authorized to determine the remuneration for directors of the Company up to a total of NT$20,000,000 per year, regardless of whether the Company is profit-making or loss-making. Directors of the Company are paid an attendance fee of NT$2,5000 per person per meeting, or NT$5,000 for independent directors.

Article 21. Directors of the Company may also serve as directors or supervisors of subsidiaries.

Chapter 5 Managers

Article 22. The Company has multiple managers and may have technical, legal, accounting and financial experts as advisors as required for its business. The hiring, dismissal and remuneration of such persons shall be in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 23. The Company's accounting year is from 1 January to 31 December of each year. At the end of each accounting year, the board of directors shall prepare business report, financial statements, profit distribution or loss compensation proposal, etc. and submit them to the general shareholders' meeting for approval.

Article 24. If the company makes a profit in the year, it shall allocate 2% to 10% of the remuneration of employees (including the remuneration of grass-roots employees), which shall be distributed in stock or cash by the resolution of the board of directors, and the distribution objects may include the employees of subordinate companies who meet certain conditions, and no less than 30% shall be allocated to grass-roots employees within the distribution amount of the above-mentioned employee remuneration; The Company may make the above profits, and the Board of Directors shall resolve to allocate no more than 1.5% of the remuneration of the directors. The distribution of employee remuneration and directors' remuneration should be reported to the shareholders' meeting.

However, if the Company still has accumulated losses, the amount of compensation shall first be provisioned before employee remuneration and director remuneration are provisioned in the ratios under the previous paragraph.

9

---

Article 24-1 If the Company has profit in yearly closing, taxes shall first be paid and accumulated losses shall be compensated. Then 10% legal reserve shall be provisioned, unless the amount of legal reserve has reached the paid-in capital of the Company. The rest may be used to provision for or recycle special reserve in accordance with the law. The balance amount, if any, shall be subject to profit distribution proposal to be prepared by the board of directors together with accumulated non-distributed profit and submitted to the shareholders' meeting for resolution to distribute shareholder dividend and bonus. In consideration of its funding requirements and in order to reinforce its financial structure, as well as to duly satisfy shareholders' cash flow requirements, the Company's dividend policy may be issued in cash or in stock. Cash stock shall be at least 1% of the total amount of dividend distributed.

Article 25. The organizational charters and bylaws of the Company and the board of directors shall be further established by the board of directors.

Chapter 7 Miscellaneous

Article 26. Any matter that is not stipulated in these Articles of Association shall be governed by the Business Merger and Acquisition Act, Company Act and applicable legislations.

Article 27. These Articles of Incorporation were established on 25 June 2004.

• The first amendment was made on 22 June 2005.
• The second amendment was made on 15 June 2006.
• The third amendment was made on 13 June 2007.
• The fourth amendment was made on 15 June 2010.
• The fifth amendment was made on 18 June 2012.
• The sixth amendment was made on 19 June 2013.
• The seventh amendment was made on 28 June 2016.
• The eighth amendment was made on 9 June 2020.
• The ninth amendment was made on 23 June 2022.
• The tenth amendment was made on 6 June 2024.
• The eleventh amendment was made on 28 May 2025

FIC Global, Inc.

Chairman: CHIEN LEO MING TZ

---

[Appendix 2]

FIG Global Inc.

Rules of Procedure for Shareholders Meetings

Established on 25 June 2004
Articles 8 and 14 amended on 15 June 2006
Article 20 amended on 18 June 2012

1. The rules of procedures for the Company's shareholders meetings shall be as provided in these Rules.
2. "Shareholders" referred to in these Rules mean shareholders listed in the shareholders register and proxy holders.
3. Shareholders (or proxy holders) shall sign on the "attendance book" or hand in "sign-in cards" and the numbers of shares represented shall be calculated accordingly.
4. The chair shall call the meeting to order when shareholders representing the majority of the total number of issued shares are in attendance. If the attending shareholders do not represent the statutory quorum after the appointed meeting time, the chair may announce a postponement. If the quorum is not met after two postponements (20 minutes for the first postponement and 10 minutes for the second postponement) and the attending shareholders still represent less than one third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act with the consent of shareholders representing the majority of voting rights in attendance. If the total number of shares represented by attending shareholders meets the statutory quorum at the time of the above tentative resolution, the chair may officially call the meeting to order at any time and ask the meeting to ratify the tentative resolution already passed.
5. (1) The agenda of shareholders meeting shall be set by the board of directors. After shareholders complete attendance registration, the chair shall distribute the agenda to attending shareholders or proxy holders. The meeting shall proceed in the order set by the agenda, provided that it may be changed with a resolution of the shareholders meeting.
   (2) The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
   (3) The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. After the meeting convened in accordance with the Rules of Procedure is adjourned, no shareholder shall not elect another chair and continue the meeting either at the same location or at a different location.
6. Before speaking, an attending shareholder must specify on a speaker's slip the shareholders' name, number of attendance card and subject of the speech. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
7. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a government or juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
8. Deleted.
9. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

---

1. No discussion or voting shall take place on any matter outside the agenda. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

2. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

3. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting and a record made of the vote.

4. Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if there is no objection voiced after the chair's enquiry, the proposal shall be deemed approved with the same effect as voting. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. The number of shares for which voting rights may not be exercised shall not be calculated as part of the voting rights represented by attending shareholders.

5. Deleted.

6. When a proxy holder attends a shareholders meeting, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

7. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

8. When a meeting is in progress, the chair may announce a break based on time considerations.

9. In case of air strike exercise during the proceeding of a meeting, the meeting shall be suspended and participants shall evacuate. The meeting shall continue one hour after the alarm is lifted.

10. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

11. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and results. The minutes shall be kept together with the attendance book or sign-in cards of attending shareholders and proxies.

12. When a shareholders meeting cannot be held at the notified time and date for any reason or if the agenda cannot continue during the meeting, the chair is authorized to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. Article 172 of the Company Act about the procedure for convene a meeting is not applicable to the above deferred or resumed meeting.

13. Anything that is not stipulated in these Rules shall be governed by the Company Act, the Articles of Association of the Company and other applicable laws.

14. These Rules were established on 25 June 2004 and implemented after approval by the founders meeting shareholders meeting of the Company. The same shall be applicable to any amendment hereto.

12