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ICHIA Proxy Solicitation & Information Statement 2026

May 15, 2026

52057_rns_2026-05-15_00d7ccf2-979d-4afc-8adc-1265310257aa.pdf

Proxy Solicitation & Information Statement

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ICHIA TECHNOLOGIES, INC.

Notice of 2026 Annual Shareholders' Meeting
(Summary Translation)

i. The Company’s 2026 Annual General Shareholders’ Meeting will be held at 9:00 a.m. on Thursday, June 16, 2026, at the Company’s conference room located at No. 268, Huaya 2nd Rd., Guishan Dist., Taoyuan City. Shareholders may commence registration for attendance at 8:30 a.m. at the same venue.

ii. Meeting Agenda:

(i) Report:
1. 2025 Annual Business Report
2. 2025 Audit Committee Review Report
3. Report on the Allocation of Employee Compensation and Director Remuneration for 2025
4. Report on Director Remuneration Received for 2025
5. Report on the Payment of Cash Dividends from the 2025 Earnings Distribution
6. Report on Treasury Share Buyback Execution
7. Report on Corporate Bond Issuance

(ii) Ratification Matters:
1. Ratification of the 2025 Annual Business Report and Financial Statements
2. Ratification of the 2025 Earnings Distribution Proposal

(iii) Election Matters: General re-election of directors

(iv) Discussion Matters:
1. Proposal to Amend Certain Provisions of the Articles of Incorporation
2. Proposal to Issue Restricted Stock Awards to Employees
3. Proposal to Release Newly Elected Directors from Non-Competition Restrictions

(v) Miscellaneous Motions

iii. The Board of Directors has proposed the following cash dividend distribution for fiscal year 2025 (Year 114): a cash dividend of NT$2 per share. The Chairman is authorized to determine the record date for the distribution. The actual payout ratio shall be adjusted based on the number of shares outstanding on the record date.

iv. The Company’s Board of Directors has resolved to propose the issuance of Restricted Employee Rights New Shares. The relevant details are as follows:

(i) Total Shares to Be Issued:
A total of 5,000,000 common shares, each with a par value of NT$10, for a total amount of NT$50,000,000. Within two years from the date the effective registration notice is received from the competent authority, the shares may be issued in one or multiple tranches depending on actual needs. The actual issuance date(s) shall be determined by the Chairperson as authorized by the Board of Directors.

(ii) Terms and Conditions of Issuance:
1. Issuance Price: per share of NT$10.
2. Vesting Conditions: Employees who subscribe to the Restricted Employee Rights New Shares will be entitled to receive 100% of the shares upon fulfilling all of the following conditions: completion of one full year of service after subscription, no violation of confidentiality or other restrictions during the vesting period, and achievement of both the Company and individual performance targets.
① Company Performance Target: The most recent fiscal year’s revenue or profit before tax, as audited and certified by the CPA, must achieve a year-over-year growth of at least 10%.
② Individual Performance Target: The employee’s most recent annual performance evaluation and work results must meet the Company’s required individual performance grade of “B” or above.
3. Type of Shares: Common Shares of the Company.
4. Treatment in the Event of Failure to Meet Vesting Conditions or Inheritance:
① The Company shall repurchase the granted Restricted Employee Rights New Shares at the issuance price in accordance with applicable laws and proceed with their cancellation.
② Employees who leave the Company during the vesting period (including voluntary resignation, termination,


layoff, retirement, or death) shall lose their vested rights as of the date of such event. Any subscribed but unvested shares shall be repurchased by the Company at the issuance price in accordance with applicable laws and be cancelled.

③ Employees who take an unpaid leave of absence during the vesting period shall have their rights reinstated upon returning to work. However, the vesting period shall be postponed for a duration equivalent to the period of unpaid leave.

④ If an employee becomes physically disabled due to an occupational injury and is unable to continue working during the vesting period (including death in the line of duty), any unvested Restricted Employee Rights New Shares shall be deemed fully vested as of the employee’s effective date of departure or date of death.

(iii) Employee Eligibility and Number of Shares Available for Subscription:

  1. Employees of the Company and its domestic or overseas parent or subsidiary companies who meet certain performance requirements are eligible. The eligible employees and the number of shares they may subscribe shall be determined by the Chairperson, taking into consideration factors such as seniority, job grade, work performance, overall contribution, special achievements, or other managerial requirements.

For employees who are managerial officers, the proposal shall first be submitted to the Compensation Committee for approval; for non-managerial employees, it shall first be submitted to the Audit Committee for approval. The proposal shall then be submitted to the Board of Directors for final approval.

  1. Pursuant to Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the cumulative number of shares for which stock warrants may be subscribed by any single employee, together with the cumulative number of Restricted Employee Rights New Shares obtained by such employee, shall not exceed 0.3% of the Company’s total issued shares. In addition, when combined with the cumulative number of shares subscribable by such employee through employee stock warrants issued pursuant to Article 56, Paragraph 1 of the same Regulations, the total shall not exceed 1% of the Company’s total issued shares.

However, where special approval has been obtained from the relevant competent authority governing the respective industry, the aggregate number of employee stock warrants and Restricted Employee Rights New Shares obtained by a single employee shall not be subject to the aforesaid percentage limitations.

(iv) Necessity for Issuing the Current Restricted Employee Rights New Shares: In order to increase employees’ cohesion and sense of belonging to the Company, and create long-term benefits for the Company and shareholders.

(v) Calculated expense amount · Dilution Effect on Earnings Per Share and Other Matters Affecting Shareholders’ Equity:

  1. Calculated expense amount: The maximum number of new shares to be issued is 5,000,000 shares at an issuance price of NT$10 per share. Assuming all vesting conditions are fully met, and based on the closing price of NT$51.4 per share on March 11, 2026, the total estimated expenses to be recognized would amount to NT$207,000 thousand. The expenses will be recognized over the vesting period as follows: NT$17,250 thousand in 2026 (based on 2 months), NT$103,500 thousand in 2027, and NT$86,250 thousand in 2028 (based on 10 months).

  2. Dilution Effect on Earnings Per Share: As of March 10, 2026, the total number of the Company’s outstanding shares was 307,536,533 shares. Based on the planned issuance of Restricted Employee Rights New Shares, representing 1.63% of the total outstanding shares, the estimated impact on earnings per share would be approximately NT$0.06 in 2026 (based on 2 months), NT$0.34 in 2027, and NT$0.28 in 2028 (based on 10 months).

  3. Other Matters Affecting Shareholders’ Equity: Such impact is not expected to have a material effect on shareholders’ equity.

v. Matters governed by Article 172 of the Company Act or Article 26-1 of the Securities and Exchange Act, if any, will be disclosed on the Market Observation Post System (Market Observation Post System (MOPS)).

vi. Pursuant to Article 165 of the Company Act, the suspension of changes to the shareholders’ roster will be in effect from April 18, 2026 to June 16, 2026. For account opening (delivery of specimen chop), please contact the Stock Transfer Agency Department of Taishin Securities Co., Ltd.

vii. If proxy solicitation is applicable, the Company will compile a summary statement of the Solicitor Solicitation


Information and upload it to the website of the Securities and Futures Institute by May 15, 2026 for disclosure. For more information, the investors can visit the website at https://free.sfi.org.tw for inquiry; the Company's tallying and verification institution of proxies is the Stock Transfer Agency Department of Taishin Securities Co., Ltd.

viii. The re-election of all seven directors (including three independent directors) will be submitted to this Annual General Meeting for resolution. The list of nominated candidates is as follows:

Directors: Huang Chiu-Yung, Huang Li-Lin, Huang Tzu-Hsuan, and Tseng Kung-Sheng;

Independent Directors: Hsu Yu-Tung, Liu Zhi-Hong, and Hsu Wan-Lung.

Shareholders may refer to the candidates' educational background and work experience in the "Announcement Search" section of the Market Observation Post System.

ix. In addition to the announcement made on the Market Observation Post System, the notice of attendance and proxy form (one copy each) are enclosed.

If you will attend the Meeting in person, please sign or affix your seal on the notice of attendance and bring it to the Meeting (no need to return it by mail).

If you intend to appoint a proxy to attend the Meeting on your behalf, please complete and sign or affix your seal on the proxy form, fill in the relevant information of the proxy, and deliver the form to the Company's stock affairs agent, Stock Transfer Agency Department of Taishin Securities Co., Ltd., no later than five days prior to the Meeting date.

x. For this Meeting, shareholders may exercise their voting rights electronically. The electronic voting period is from May 16, 2026 to June 13, 2026. Shareholders are requested to log in to the “Shareholders Meeting e-Voting Platform” of the Taiwan Depository & Clearing Corporation (TDCC) and proceed in accordance with the relevant instructions. [Website: https://stockservices.tdcc.com.tw]

xi. Shareholders attending the meeting are requested to bring their identification documents for verification.

xii. We would appreciate your attention and appropriate handling.

To

Shareholders,

Board of Directors

ICHIA TECHNOLOGIES, INC.