HiTi — Proxy Solicitation & Information Statement 2026

May 25, 2026

HiTi Digital, Inc.

2026 Shareholders Meeting

Meeting Notice

1. The company has scheduled the 2026 shareholders' meeting at 9 a.m. on Thursday, June 25, 2026, at 1F., No. 213, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City, Meeting Room 1A "Taipei Innovation City Convention Center" (check-in begins at 8:30am at the same location). Meeting agenda are as follow:

I. Reporting Items:
(1) 2025 Business Report
(2) 2025 Audit Committee’s Review Report
(3) Report on the Implementation of Private Placement of Ordinary Shares in 2025

II. Ratification Items:
(1) 2025 Business Report and Consolidated Financial Statements
(2) 2025 Loss Offset Proposal

III. Discussion Items:
(1) Proposed Private Placement of Ordinary Shares and Convertible Corporate Bonds with Domestic Guarantee.
(2) Amendments to Procedures for Public Information Reporting and Handling of Material Information.

IV. Last minute Discussion Items

1. In accordance with Article 165 of the Company Act, stock transfer will be suspended from April 27, 2026, to June 25, 2026.

2. According to Article 26-2 of the Securities and Exchange Act: "The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior notice, and for a special shareholders meeting with fifteen days prior notice." Therefore, no further mailings will be sent.

3. If there is a public solicitation of power of attorney at this regular shareholders' meeting, the company will upload a summary table of solicitor information to the

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Securities and Futures Institute (SFI) website (https://free.sfi.org.tw) by May 20, 2024. Investors can query this information by entering the website and using the "Free Proxy Inquiry System" to enter the query conditions.

1. Shareholders can vote electronically at this shareholders' meeting. The voting period is from May 26 to June 22, 2026. Please log in directly to the TDCC's "Stock e-Voting" electronic voting platform for shareholders' meetings [Website: https://www.stockvote.com.tw] and vote according to the relevant instructions.

2. The verification institution for this shareholders' meeting is the Stock Affairs Department of President Securities Corp.

3. For matters required to be listed and explained in the convening notice according to Article 172 of the Company Act, please refer to the Market Observation Post System (website: https://mops.twse.com.tw). Path: Basic Information/E-book/Annual Report and Shareholders' Meeting Related Information, enter "Company Code: 3494" and "Year: 2026," then select "Reference Materials for Shareholders' Meeting Proposals" or "Meeting Handbook and Supplemental Information."

Best Regards

Board of Directors

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Memorandum on private placement of common shares and domestically secured convertible bonds presented by Board of Directors

The company plans to raise funds through a private placement of common shares of up to 60 million shares or domestically secured convertible bonds of up to NT$600 million. It is proposed for shareholders' authorization to permit the Board of Directors to handle the matter at an appropriate time, based on market conditions and the company's funding needs, all in accordance with the company's articles of incorporation, relevant laws and regulations. The following is explained in accordance with Article 43-6, Paragraph 6 of the Securities and Exchange Act:

1. Basis and Reasonableness of Pricing: The pricing of the private placement (including the conversion price of the domestic secured convertible bonds) should be deemed reasonable when determined in accordance with the regulations of the managing authority, by referencing the following benchmark prices or theoretical prices, and taking into consideration the three-year transfer restriction stipulated by the Securities and Exchange Act.

Reference Prices:

(1) The price of common shares in this private placement will be determined based on a price not lower than 8% of the reference price.

(2) The reference price used to calculate and actual conversion price of ordinary shares in this private placement shall be one, three or five days before the pricing date. The simple arithmetic average of the closing prices of the Company's common stock for the 30 business days preceding the calculation and pricing day on one of five business days after deducting the free rights allotment and dividends, and adding back the capital reduction and anti- ex-rights, the higher stock price shall prevail. Actual price proposed. The shareholders' meeting is requested to authorize the board of directors to formulate it in accordance with relevant laws and regulations.

(3) The issuance price of domestic guaranteed convertible corporate bonds for this private placement is limited to no less than 80% of the theoretical price. The theoretical price will be determined by a pricing model that covers and takes into account all rights included in the issuance conditions.

(4) The actual pricing date and actual private placement price (including the conversion price of privately placed domestically secured convertible

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corporate bonds) shall be determined by the board of directors within the scope authorized by the shareholders' meeting, based on the pricing principles in earlier points and taking into account specific circumstances as well as market conditions in the future.

(5) Actual private placement price, and conversion or subscription price: submitted to the shareholders meeting to authorize the board of directors to decide.

1. Method of Selecting Investors: The target investors for this private placement are limited to individuals defined by Securities and Exchange Act Article 43-6, and the regulations outlined in the Ministry of Finance Securities and Futures Bureau's letter No. 0910003455 issued on June 13, 2002, and the amended "Notice to Publicly Issued Companies Conducting Private Placement of Securities" issued by the Financial Supervisory Commission on December 30, 2014, under letter No. 1030051453.

The potential subscribers to be approached primarily include insiders and strategic investors who may participate in the private placement.

(1) If the subscribers are insiders, the list is as follows:

Applicant	Relationship with the company
Guang Feng Investment Co., Ltd	Corporate Chairman of the Co.
Lee FangChung	Independent Director of the Co.
Huang Fu	Corp Chairman Rep.
Huang Chuan	Related parties of the Co.
Yin FeiFei	Related parties of the Co.
Bang Kai Investment Co., Ltd	Related parties of the Co.
Kuo Chien Leasing Co., Ltd	Related parties of the Co.
Bang Guo Investment Co., Ltd	Related parties of the Co.
Company	Shareholder
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Guang Feng Investment Co., Ltd.	Huang Fu
Guang Feng Investment Co., Ltd.	Huang Chuan
Guang Feng Investment Co., Ltd.	Yin FeiFei
Bang Kai Investment Co., Ltd.	Huang Chuan
Bang Kai Investment Co., Ltd.	Yin FeiFei
Kuo Chien Leasing Co., Ltd	Huang Chuan

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Bang Guo Investment Co., Ltd.	Yin Fei Fei	32.94	Related Parties
Bang Guo Investment Co., Ltd.	Huang Chuan	67.06	Related Parties

(2) If the applicant is a strategic investor: Inquiry is in progress.

1. Reason for Conducting Private Placement:

(1) Purpose of the Private Placement Funds: To replenish operating funds, repay bank loans, purchase materials, or address other long-term development needs of the company.

(2) Reason for Not Conducting a Public Offering: Considering the conditions of the capital market, issuance costs, the timeliness and feasibility of raising funds through a private placement, and the three-year transfer restriction on privately placed securities, a private placement is deemed necessary to ensure and strengthen closer long-term cooperation with strategic partners. It is necessary to adopt private placement for this capital increase.

1. Independent Directors' Opposition or Reservation Opinion: None

2. Any other matters that need to be specified: The main contents of the securities in this private placement include the actual number of private placement shares, issuance period, actual private placement price, amount raised, bond coupon rate actual issuance method, issuance conditions, conversion price, selection of applicants, base date, planned projects, fund usage and progress, scheduled benefits and other related matters, etc., and everything else Matters related to the issuance plan are proposed to be submitted to the shareholders' meeting to authorize the board of directors to adjust, formulate and handle it based on market conditions. In the future modifications are required due to changes in laws or regulations or are required by the competent authorities or are based on operational assessments or changes are required due to objective circumstances, they will also be mentioned. The shareholder meeting is requested to authorize the board of directors to handle it with full authority.

In addition to the above scope of authorization, it is proposed to the shareholders' meeting to authorize the chairman or his designated person to approve and represent the company to sign, negotiate and change all matters related to the private placement of securities.

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1. Explanation of the Private Placement of Securities Proposal in accordance with Article 43-6 of the Securities and Exchange Act: Please refer to the Market Observation Post System (website: http://newmopsov.twse.com.tw), select (Private Placement Area) and the company's website (website: http://www.hiti.com.tw) for details.