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LTC — Proxy Solicitation & Information Statement 2026
Apr 17, 2026
51997_rns_2026-04-17_09d45c25-9253-4f72-bff5-254e84618d73.pdf
Proxy Solicitation & Information Statement
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LITEON Technology Corp.
Notice for the 2026 Annual General Shareholders Meeting
(Summary Translation)
To: The Shareholders
Dear Sir/Madam,
- The 2026 Annual General Shareholders Meeting (hereinafter as "Meeting") will be held at 9:00 am (reception at the designated entrance begins at 8:30am) on May 20, 2026 (Wednesday) at 1F, No. 392 Ruey Kuang Road. Neihu Dist., Taipei City (International Convention Center, LITEON Technology Building)
Meeting agenda is as follows :
I. Report Items :
i. 2025 Business Report. ii. Audit Committee's Review Report on 2025 Financial Statements. iii. Audit Committee's Report on communications between audit committees and chief internal auditor. iv. Report on 2025 Employees' and Directors' Compensation. v. Cash Distribution to Shareholders from 2025 Earnings. vi. The status of issuance of the first and second tranche of unsecured convertible corporate bonds in Taiwan. vii. Merger items. viii. The status of the share buyback program.
II. Proposal Items:
i. Adoption of 2025 Financial Statements. ii. Adoption of 2025 Earnings Distribution.
III. Discussion Items :
i. Discussion of the Amendment to "Articles of Incorporation".
ii. Discussion of the Amendment to "Procedures for Acquisition and Disposal of Assets"
iii. Discussion of the Amendment to "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees"
iv. The issuance of new common shares for cash to sponsor issuance of Overseas Depositary Receipts and/or the private placement of common shares.
VI. Provisional Motions.
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For details regarding the issuance of new common shares for cash to sponsor issuance of Overseas Depositary Receipts and/or the private placement of common shares, please refer to the attachment.
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Each attendance notification and proxy form will be attached to the meeting notice. To attend in person, please sign or stamp on the attending notification and carry it to the check-in desk on the day of the Meeting. To attend by proxy, please sign or stamp on the proxy and fill out the name and address of the agent. The proxy should be delivered to the Transfer Agency Department of Yuanta Securities Co. Ltd. at least five days prior to the Meeting. (106045 B1, No.67, Sec.2, Dunhua S. RD., Da'an Dist., Taipei City). The entrusted agent should fill out the "Proxy Registration Form for Participating in the Shareholders' Meeting via Video Conference by the Entrusted Agent" and deliver it to the Transfer Agency Department of Yuanta Securities Co. Ltd for registration before 4:00 pm on May 15, 2026.
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The Transfer Agency Department of Yuanta Securities Co. Ltd. will act as the party for counting and verifying proxies.
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In the case of a public solicitation of proxies for this Annual General Shareholders Meeting, the Company will provide relevant information on the website of Securities & Futures Institute (http://free.sfi.org.tw) on April 17, 2026. If a shareholder wishes to inquire about the details of solicitation, please follow the instructions there.
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The main content of this shareholders' meeting, if there are matters stipulated in Article 172 of the Company Act, will be listed in the convening notice. For the main content, please visit the Market Observation Post System (website: https://mops.twse.com.tw), and select 'Single Company/Electronic Document Download/Annual Report and Shareholders' Meeting Related Information/Annual Report and Shareholders' Meeting Related Information (including Depository Receipt Information): Enter query conditions (company stock code or abbreviation and year)/Reference Materials for Various Proposals of the Shareholders' Meeting (or Meeting Agenda and Supplementary Materials) for inquiry.
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Shareholders may exercise their votes rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from April 20, 2026, to May 17, 2026.
Sincerely Yours
Board of Director of Lite-On Technology Corp.
| Proxy Form | Principal (Shareholder) | No. | Sign or Seal | ||
|---|---|---|---|---|---|
| Form 1 □ | |||||
| 1. I hereby appoint ______ (the name must be written personally by the Principal, and cannot use stamps) as proxy to attend the company's annual general meeting held on May 20, 2026. The proxy shall exercise my rights as a shareholder to the following motions in the specified manner. | |||||
| 2. Please mail your attendance pass to the proxy (or include the proxy in your attendance record). This Proxy Attendance Form stays valid even if the meeting is postponed (but limited to this session only). | |||||
| To: Lite-On Technology Corporation | |||||
| Date of Authorization: | Form 2 □ | ||||
| I. I hereby appoint ______ (the name must be written personally by the Principal, and cannot use stamps) as proxy to attend the company's annual general meeting held on May 20, 2026. The proxy shall exercise my rights as a shareholder to the following motions in the specified manner. | |||||
| □ (1). Exercise shareholder's equity matters on my behalf according to the agenda of the shareholders meeting (Discretionary) | |||||
| □ (2). Exercise the rights and proxy opinions on my behalf on the following motions. The following motions without any box (□) ticked will be deemed as an admission or consent indicated. | |||||
| 1. Adoption of 2025 Financial Statements | |||||
| Agree ☐ Oppose ☐ Abstain ☐ | |||||
| 2. Adoption of 2025 Earnings Distribution | |||||
| Agree ☐ Oppose ☐ Abstain ☐ | |||||
| 3. Discussion of the Amendment to "Articles of Incorporation" | |||||
| Agree ☐ Oppose ☐ Abstain ☐ | |||||
| 4. Discussion of the Amendment to "Procedures for Acquisition and Disposal of Assets" | |||||
| Agree ☐ Oppose ☐ Abstain ☐ | |||||
| 5. Discussion of the Amendment to "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees" | |||||
| Agree ☐ Oppose ☐ Abstain ☐ | |||||
| 6. The issuance of new common shares for cash to sponsor issuance of Overseas Depositary Receipts and/or the private placement of common shares. | |||||
| Agree ☐ Oppose ☐ Abstain ☐ | |||||
| II. If the shareholders have not ticked any of the boxes (□) referred to above to indicate the scope of proxy or have more than one box (□) ticked, it shall be deemed as a discretionary proxy. The Agent for Stock Affairs Section commissioned may not be a discretionary proxy. The agents should exercise the rights of the shareholders in accordance with the scope of proxy referred to above (2). | |||||
| III. The shareholder's proxy may respond to any special motions raised during the meeting at the proxy's sole discretion. | |||||
| IV. Please mail your attendance pass to the proxy (or include the proxy in your attendance record). This Proxy Attendance Form stays valid even if the meeting is postponed (but limited to this session only). | |||||
| To Lite-On Technology Corp. | |||||
| Date of authorization : | 1. Prohibit the purchase of the proxy with cash paid or other benefits delivered. | ||||
| 2. For any illegal acquisition or use of the proxy identified, please report it to Taiwan Depository & Clearing Corp. with the specific supporting documents enclosed and a reward of NTS200,000 will be awarded once the offense is verified. Reporting hotline: (02) 25473733 | Shareholder # | Shares held | |||
| Name | |||||
| Solicitor | Sign or Seal | ||||
| Shareholder # | |||||
| Name | |||||
| Proxy | Sign or Seal | ||||
| Shareholder # | |||||
| Name | |||||
| ID# or Uniform number | |||||
| Address |
The 2026 Annual General Shareholders meeting will adopt video conferencing, and the relevant information is as follows:
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Shareholders who wish to attend the meeting via video conference should register and sign up on the Taiwan Depository & Clearing Corporation's shareholders' meeting video conference platform (website: https://stockservices.tdcc.com.tw) from April 20, 2026, to May 17, 2026 (mobile devices can scan the QR code on the right). Check-in will be accepted starting thirty minutes before the meeting on the day of the shareholders' meeting, and those who complete the check-in will be considered as attending in person.
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Shareholders who participate via video conferencing on the meeting day can exercise their voting rights from the moment the chairman announces the start of the meeting until the chairman announces the end of the voting period. Any questions regarding the agenda can be made through the platform in written form, and each question cannot exceed 200 words or be asked more than twice. For more instructions on platform operations, please visit the Taiwan Depository and Clearing Corporation's website or scan the QR code (https://www.tdcc.com.tw/portal/zh/page/show/402897967d841dba017e8eea7fc5009c). The company is not responsible for any communication issues, delays, inability to watch the live broadcast, or exercise voting rights due to internet or device issues. Shareholders concerned about these issues are recommended to vote electronically in advance or attend the meeting in person.
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If a natural disaster, emergency, or other force majeure situation causes an obstacle in the video conferencing platform or during participation via video conferencing, the following measures will be taken:
(1) In the event that on the day of the shareholders' meeting, due to natural disasters, incidents, or other force majeure circumstances, the video conference platform or participation via video conference encounters obstacles that cannot be resolved for more than thirty minutes, after deducting the shareholders participating via video conference:
i. If the statutory quorum for the shareholders' meeting is met, the meeting will continue. The shareholders, solicitors, or proxies participating via video
conference will be counted towards the total number of shares present, and all proposals at the shareholders' meeting will be considered as abstentions. ii. If the statutory quorum for the shareholders' meeting is not met, the company will postpone or continue the meeting at 9:00 AM on May 21, 2026, at 1F, No. 392 Ruey Kuang Road. Neihu Dist., Taipei City (International Convention Center, LITEON Technology Building)
(2). Shareholders who did not register to participate via video conferencing in the original shareholders' meeting cannot attend the rescheduled or continued meeting.
(3). If the obstacle occurs before the voting for all items is completed and no ad-hoc motion is made, the chairman may adjourn the meeting.
The shareholder meeting video conferencing platform is only open to shareholders, and recording or broadcasting the live feed of the meeting through machines or screen recording software is not allowed to protect the rights and interests of all attendees.
- Recording or audiovisual capture is strictly prohibited at this Annual Shareholders' Meeting. Shareholders and attendees are hereby notified not to distribute, forward, or share the live-streaming link, nor to use any devices, machinery, or screen-recording software to record the video or audio of the live broadcast, so as to safeguard the rights and interests of all participants.
LITE-ON TECHNOLOGY CORPORATION
Attachment
Explanation of the Proposed issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts or Private Placement of Common Shares
1. Issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts
(1) Except for 10% to 15% of new common shares shall be allocated for the employee’s subscription in accordance with the Article 267 of the Company Act, it is proposed for the shareholders meeting to approve the rights to the remaining 85% to 90% of the issuance shall be waived by the shareholders and should be offered to the public under Article 28-1 of “Securities and Exchange Act” as the underlying shares of Overseas Depositary Receipts to be sold.
(2) The issue price for the issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts shall be determined in accordance with the Self-Regulatory Rules for Underwriter Members Assisting Issuing Companies in Offering and Issuance of Securities and the relevant regulations of the competent authority. The actual issue price is proposed to be determined by the Chairman of the Board, as authorized by the Shareholders’ Meeting, in consultation with the underwriter, with reference to prevailing international capital market conditions and the market price of the Company’s common shares in the domestic market. The basis for determining the aforesaid issue price shall be deemed reasonable.
(3) Although the issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts may dilute the shareholding interests of existing shareholders, the resulting increase in the Company’s equity ratio is expected to strengthen the Company’s financial structure and reduce funding costs, thereby enabling the Company to respond effectively to changes in the industry environment. In other words, upon realization of the benefits of this capital increase, it is expected to enhance the Company’s competitiveness and profitability, which should have a positive impact on shareholders’ equity.
(4) For any portion of the shares reserved for employee subscription that remains unsubscribed, it is proposed to submit the matter to the Shareholders’ Meeting for authorization of the Chairman of the Board to arrange for subscription by specific
persons or, subject to market conditions, to include such shares as underlying securities for the issuance of Overseas Depositary Receipts.
(5) It is proposed to submit the matter to the Shareholders’ Meeting for authorization of the Chairman of the Board or his/her designated representative to handle all matters in connection with this issuance of new common shares for cash to sponsor the issuance of Overseas Depositary Receipts and to execute, on behalf of the Company, all relevant contracts and documents.
2. Private Placement of Common Shares
(1) Pricing basis of private placement and its reasonableness: The issue price for this offering shall be no less than 80% of the higher of the following two reference prices:
(A) The simple arithmetic average of the closing prices of the Company’s common shares for one, three, or five business days, as selected, immediately preceding the pricing date, adjusted for stock dividends, ex-dividend of cash dividends, and adding back the share price after capital reduction ex-rights.
(B) The simple arithmetic average of the closing prices of the Company’s common shares for the thirty business days immediately preceding the pricing date, adjusted for stock dividends, ex-dividend of cash dividends, and adding back the share price after capital reduction ex-rights.
The actual private placement price shall be determined by the Board of Directors, as authorized by the Shareholders’ Meeting, within the range not lower than the percentage resolved by the Shareholders’ Meeting, taking into consideration the market conditions prevailing on the pricing date.
In determining the private placement price, in addition to taking into consideration the three-year transfer restriction applicable to privately placed securities under the Securities and Exchange Act, the price is determined with reference to relevant laws and regulations and the reference prices set forth below, and is deemed reasonable.
(2) Selection Method of Specific Persons for Private Placement: The counterparties shall be limited to specific persons in accordance with Article 43-6 of the Securities and Exchange Act and relevant regulations and interpretations of the competent authority.
When the subscribers are strategic investors, they shall be selected from individuals or entities that can contribute to the Company’s technological enhancement, product development, cost reduction, market expansion, or strengthening of customer relationships.
Through their experience, technology, expertise, reputation, or distribution channels,
such investors are expected to enhance the Company's competitiveness, operating performance, or profitability.
The Company has not yet identified any specific persons.
The Company intends to submit the proposal to the Annual General Meeting of Shareholders to authorize the Board of Directors to handle the identification of specific persons and related matters.
(3) Reason for conducting a private placement:
After taking into consideration factors such as prevailing capital market conditions, timeliness of fundraising, issuance costs, and shareholding stability, the Company intends to conduct the fundraising through private placement.
Where strategic investors are introduced through this private placement, the Company has considered that the transfer restrictions applicable to privately placed securities may help ensure a long-term cooperative relationship between the Company and such strategic investors.
In addition, given that the proceeds from the private placement are intended to meet the Company's operational and business development needs, the private placement is expected to have a positive impact on the stability of the Company's operations and the protection of shareholders' interests.
(4) Other than the restriction for transfer as regulated in the Article 43-8 of "Securities and Exchange Act", the new private placement common shares will have the same rights and obligations as the Company's existing issued and outstanding common shares.
- Pricing:
In determining the issuance price, in addition to complying with applicable laws and regulations and the resolutions of the Shareholders' Meeting, the Company has taken into consideration factors including the stability of its operations, the soundness of its financial structure, the urgency of its funding needs, the feasibility of the fundraising plan, and the material impact on shareholders' equity. Accordingly, the basis for determining the issuance price, as well as the reasons for not adopting alternative debt-type financing methods, should be deemed reasonable.