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JPP HOLDING COMPANY LIMITED Proxy Solicitation & Information Statement 2026

May 14, 2026

52470_rns_2026-05-14_9e1a41bf-7682-45f3-9305-03b8e9eddade.pdf

Proxy Solicitation & Information Statement

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JPP Holding Company Limited

Registered Company No. OG268912

(Company)

Notice of Annual General Shareholders’ Meeting

Notice is hereby given that the annual general meeting of the Company will be held at 9:00 a.m. in meeting room at Fl. 11, No. 350, Songjiang Road, Taipei City 104, Taiwan on the 18th day of June, 2026 (the Meeting) to consider and, if thought fit, pass the following resolutions:

The Agenda for the Meeting is as follows:

I. Report Items

(1) 2025 Business Report
(2) Audit Committee's Review of the 2025 Annual final accounting books and statements
(3) Report on 2025 employees' and directors' remuneration
(4) Report on the dividend distribution of the Company 2025

II. Proposed Resolutions

(1) Acknowledged of the 2025 annual final accounting books and Statements
(2) Acknowledged of the 2025 earnings distribution
(3) Approval of amendment on the Article of Association of the Company
(4) Approval of amendment on The Governing Procedure of Shareholders’ Meeting of the Company

III. Other Matter

None.

Kindly attend the Meeting on the date, at the time and place mentioned above.

As a shareholder you are duly given by the notice before thirty days of the annual general meeting of Shareholders which issued under the article No. 20.2 of the Company's articles of association.


Dated 16 May 2026

By order of the board,

羅凱托

Chairman: (Mr. Chung Kuo-Sung)
Powell Group Co., Ltd.
For and on behalf of the board

Proxies

A member entitled to attend and vote at the meeting may appoint a proxy. A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy.

A proxy form in hard copy must be delivered to [insert description e.g. the office of the Company's administrator, Mr. KC Chung, at Rm. 1112, No. 152, Songjiang Rd., Zhongshan Dist. Taipei City 10458. Please see the conditions attaching to the appointment of a proxy for the time of such delivery.

A proxy form may be delivered electronically be sending a facsimile copy of the original to this facsimile number: +886-2-2541-2332; or a scanned PDF version of the original by email to this address: [email protected]. Please see the conditions attaching to the appointment of a proxy for the time of such delivery.


JPP Holding Company Limited
Registered Company No. OG268912

(Company)

Proxy form

I/We¹
of

being a member/members of the Company and the holder/holders of

(number and class of shares)

appoint as my/our proxy²

of

or in his/her absence³

of

at the annual general meeting of the Company to be held in meeting room at Fl. 11, No. 350, Songjiang Road, Taipei City 104, Taiwan on 18 June 2026 at 9 am and at any adjournment of that meeting.

Please indicate with a tick mark in the spaces opposite to each resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting pursuant to the other items of business referred to in the notice convening the meeting.

¹ Full name(s) and address(es) to be inserted in block letters.
² Insert name and address of the desired proxy in the spaces provided.
³ If desired, insert name and address of an alternate proxy, should the initial appointee be unable to attend the meeting.


4

Resolution For Against Abstain
1.1 RESOLVED as an ordinary resolution that the annual final accounting books and Statements of year 2025 be and are hereby approved.
1.2 RESOLVED as an ordinary resolution that the earnings distribution of year 2025 be and is hereby approved.
1.3 RESOLVED as a special resolution that an amendment on the Article of Association be and is hereby approved.
1.4 RESOLVED as an ordinary resolution that an amendment on “The Governing Procedure of Shareholders’ Meeting” be and is hereby approved.

Dated:

For a member who is an individual, please sign immediately below:

...
...

Signature of shareholder Signature of joint-shareholder, if any

For a member who is a company, please complete the following:

Executed by _______ [Insert company name] acting through an authorised signatory

...
Signature of authorised signatory


Print name

Title

Date signed

Proxy instructions

What happens if you do not follow these instructions?

  1. If you do not follow these instructions, any instrument you make appointing a proxy will be invalid.

Eligible members

  1. If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf.

  2. A proxy need not be a member of the Company.

If you complete a proxy form, can you still attend and vote at the meeting?

  1. Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

Joint shareholders

  1. In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).

How to appoint a proxy

6 If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.

7 If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation's common seal; (ii) not under the corporation's common seal but otherwise in accordance with its articles of association; or (iii) under the hand of the corporation's authorised attorney.

8 Despite paragraphs 6 and 7, the Company will accept an electronic record of your proxy if:

(a) the original is in writing and signed one of the ways referred to those paragraphs; and
(b) the Company permits receipt of electronic records by giving an electronic address for that purpose.

Delivery of proxy form to Company

9 For an appointment of a proxy to be effective, the following documents must be received by the Company at any time before the time for the holding of the meeting or adjourned meetings at which the proxy proposes to vote:

(a) The proxy form;
(b) If the proxy form is executed by a corporation otherwise than under its common seal - an extract of its articles that evidence that it may be duly executed in that way; and
(c) If the proxy form is signed by your attorney -- the authority under which it was signed or a certified copy of the authority.

10 Those documents may be delivered in either of the following ways:

(a) In the case of hard-copy documents - they must leave at or sent by post to the Company's registered office or the other place, if any, specified by the Company for the purpose of the meeting.
(b) In the case of documents comprised in an electronic record - they must be sent to an address specified by the Company for the purpose of receiving electronic records.

11 If a poll is to take place within 48 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.