LeRain Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

LeRain Technology Co., Ltd.
2026 Annual General Shareholders’ Meeting Notice

A. The Company’s 2026 Annual General Shareholders’ Meeting will be held at 9:00 a.m. on May 27, 2026 at B2., No. 716, Zhongzheng Rd., Zhonghe Dist., New Taipei City (Building L, Far East Century Park). Shareholder registration will begin at 8:30 a.m. at the same venue. The agenda is as follows:

1. Report Items:
   (1) 2025 Business Report.
   (2) 2025 Audit Committee’s Review Report.
   (3) Communication report between the convener of the Audit and Corporate Governance Committee, the members of independent directors and the head of Internal Audit.
   (4) The convener of the Compensation Committee reports the compensation received by the directors, including the compensation policy, the content and amount of individual compensation and their correlation with the performance evaluation results.

2. Ratification Items:
   (1) To Accept 2025 Financial Statements and Business Report.
   (2) To Approve the Proposal for 2025 Deficit Compensation.

3. Election Item and Discussion Items:
   (1) To elect Directors.
   (2) To Release the Prohibition on Directors from Participation in Competitive Business.
   (3) Issuance of Restricted Stock Awards.

4. Questions and Motions.

B. 1. The Board of Directors resolved that Seven(7) Directors (including three (3) independent directors) will be elected at this Annual General Shareholders' Meeting.

1. List of candidates under the nomination system is as follows:【Directors: Representative of LOTES CO., LTD.: Chu, Te-Hsiang、Gao, Miao-Bin、Lu, Xiao-Di、Yao, Te-Chang】;【Independent Directors: Kao, Shu-Jung、Yeh, Chia-Chin、Lin, Mei-Ling】.

2. For the academic and professional background and other relevant information of each candidate, please visit :【https://mops.twse.com.tw】.

C. For the main contents of the proposal regarding the issuance of restricted stock awards, please refer to the【Attachment】.

D. In accordance with Article 172 of the Company Act, the main contents of relevant matters have been disclosed on the Market Observation Post System (MOPS). Please visit :【https://mops.twse.com.tw】.

E. If you intend to attend the shareholders’ meeting in person, please sign or affix your seal on the “Attendance Card” and bring it to the meeting venue on the meeting date for registration. If you appoint a proxy to attend, please sign or affix your seal on the “Proxy Form,” fill in the proxy’s name and address, and deliver it to the Company’s stock affairs agent, Transfer Agency Department, CTBC Bank Co., Ltd., at least five (5) days prior to the meeting date, so that an attendance card may be issued to the proxy.

F. If any shareholder solicits proxies, the Company will compile a summary statement of solicitation information and disclose it on the website of the Securities and Futures Institute on April 24, 2026. Investors may access the system at (https://free.sfi.org.tw) under “Free Proxy Disclosure

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Information Inquiry" and enter the relevant search criteria.

G. Shareholders may exercise voting rights electronically for this meeting during the period from April 27, 2026 to May 24, 2026. Please log in to the "Electronic Voting Platform for Shareholders Meetings" at 【https://stockservices.tdcc.com.tw】 and follow the relevant instructions.
H. Newly opened shareholder accounts that intend to submit a specimen seal card may download the form from the corporate trust website of the Company's stock affairs agent, CTBC Bank, for use.
I. The institution responsible for the tabulation and verification of proxy forms for this shareholders' meeting is Transfer Agency Department, CTBC Bank Co., Ltd.
J. Please proceed accordingly.

Sent to :
Company Shareholders

Very truly yours,

LeRain Technology Co., Ltd. Board of Directors

(The English version is the translation of the Chinese version and if there is any conflict between the meaning of terms in the Chinese version and English translation, the meaning of the Chinese version shall prevail.)

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【Attachment】For the main contents of the proposal regarding the issuance of restricted stock awards as follows:

1. This proposal is handled in accordance with Article 267, Paragraph 9 of the Company Act and other relevant regulations.

2. In order to attract and retain the professional talent required by the Company and to motivate employees by enhancing their cohesion and sense of belonging, thereby jointly creating maximum benefits for the Company and its shareholders, the Company proposes to issue restricted shares to employees.

3. The key terms of the proposed issuance of restricted shares to employees are as follows:

(1) Total issuance: The total issuance amount is NT$2,000,000, with a par value of NT$10 per share, for a total of 200,000 shares.

(2) Issuance terms:

① Issue price: The restricted stock awards will be issued free of charge.

② Vesting conditions: Employees must meet the performance evaluation criteria set forth in the Company’s “2026 Regulations Governing Issuance of Restricted Stock Awards” and must not violate the provisions of such plan during the relevant year. Employees who remain employed on each vesting date after being granted the restricted shares shall vest according to the following schedule:

A. 25% vested after one year from the issuance date.

B. 25% vested after two years from the issuance date.

C. 25% vested after three years from the issuance date.

D. 25% vested after four years from the issuance date.

③ Type of shares: The Company’s Common Stock.

④ Treatment for failure to meet vesting conditions or inheritance: In the event that vesting conditions are not met, the Company shall repurchase the shares without consideration and cancel them. All other matters shall be handled in accordance with the “2026 Regulations Governing Issuance of Restricted Stock Awards.”

(3) Eligibility of Employees and Number of Shares to Be Granted:

① Eligible recipients shall be limited to full-time regular employees of the Company and its controlled or subordinate companies who have commenced employment on or before the grant date of the restricted shares.

② The actual employees to be granted and the number of restricted shares to be allocated shall be determined based on factors such as years of service, job level, work performance, overall contribution, special achievements, and other managerial considerations, as well as the Company’s operational needs and business development strategies. Such allocation shall be approved by the Chairman and submitted to the Board of Directors for approval. For employees who are managers, prior approval from the Remuneration Committee is required before submission to the Board for resolution. For employees who are neither directors nor managers, prior approval from the Audit Committee is required before submission to the Board for resolution.

③ The number of restricted shares granted to any individual employee shall be handled in accordance with the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers.”

(4) Rights Restricted Prior to Vesting After Subscription:

① During the vesting period, employees may not sell, pledge, transfer, gift, create any encumbrance on, or otherwise dispose of the restricted shares.

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② Except for the foregoing restrictions, all other rights attached to the restricted shares granted to employees prior to vesting—including but not limited to rights to dividends, bonuses, distributions from capital surplus, and subscription rights in cash capital increases—shall be the same as those attached to the Company’s issued common shares.

③ Upon issuance, the restricted shares shall be immediately placed in trust. Prior to the satisfaction of vesting conditions, employees may not request the trustee to return the restricted shares for any reason or in any manner.

④ During the vesting period, if the Company conducts a capital reduction not due to statutory reasons (e.g., cash capital reduction), the restricted shares shall be cancelled in proportion to the capital reduction ratio. In the case of a cash capital reduction, any cash returned shall be placed in trust and delivered to employees only upon satisfaction of vesting conditions; if vesting conditions are not met, the Company shall reclaim such cash.

⑤ Prior to vesting, all shareholder rights associated with the restricted shares, including attendance at shareholders’ meetings, proposal rights, speaking rights, voting rights, and other related rights, shall be exercised by the trustee or custodian institution on behalf of the employees.

(5) Necessity of the Issuance: The issuance of restricted shares is intended to attract and retain the professional talent required by the Company, motivate employees, and enhance employee cohesion, thereby jointly creating greater value for the Company and its shareholders.

(6) Estimated Expense Amount, EPS Dilution, and Impact on Shareholders’ Equity: Based on the Company’s average closing price of NT$66.31 in January 2026, the maximum potential expense to be recognized, assuming full vesting, is estimated at NT$13,262 thousand. If issuance begins in September 2026, the annual expenses recognized from 2026 to 2030 are estimated to be approximately NT$2,302 thousand, NT$5,802 thousand, NT$3,039 thousand, NT$1,566 thousand, and NT$553 thousand, respectively. Based on 31,836,941 outstanding shares as of January 31, 2026, the estimated annual reduction in earnings per share (EPS) from 2026 to 2030 would be approximately NT$0.07, NT$0.18, NT$0.10, NT$0.05, and NT$0.02, respectively. The dilution effect on EPS is considered limited and is not expected to have a material impact on shareholders’ equity.

(7) Other Important Matters: The restricted shares to be issued by the Company may be filed with the competent authority in one or multiple tranches within one year from the date of resolution by the shareholders’ meeting. Following the effective registration approved by the competent authority, the shares may be issued in one or multiple tranches within two years, depending on actual needs.

1. Subject to approval by the shareholders’ meeting, the Board of Directors is authorized to handle the filing and issuance with the competent authority in accordance with applicable laws and regulations. Any matters not covered herein shall, unless otherwise provided by law, be fully authorized to the Board of Directors for amendment or implementation in accordance with relevant regulations.