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PTI AGM Information 2026

Apr 24, 2026

52542_rns_2026-04-24_e8de9187-15f4-49b2-8939-d03cfee7b644.pdf

AGM Information

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力成科技股份有限公司
Powertech Technology Inc.

Meeting Notice

for

Annual General Shareholders' Meeting

(Summary Translation)

The 2026 Annual General Shareholders' Meeting (the "Meeting") of Powertech Technology Inc. will be convened at 9:00 a.m., Wednesday, May 27, 2026 at No.15, Datong Rd., Hukou Township, Hsinchu County, Taiwan.

  1. The agenda for the Meeting is as follows:

I. Report Items
(1) Report of Business for the year 2025.
(2) Audit Committee's Review Report.
(3) Report of the Distribution Plan of compensation for directors of the Board and employees for the year 2025.
(4) Report of implementation status for the resolution of 2025 Annual General Shareholders' Meeting for "the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares ("DR Offering") and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement ("Private Placement Shares") and/or issuance of overseas or domestic convertible bonds in private placement ("Private Placement CB") and/or issuance of overseas or domestic convertible bonds ("CB").

II. Ratification Items
(1) To ratify the Report of Business and the Audited Financial Statements of the year 2025.
(2) To ratify the year of 2025 Earnings Distribution Plan.

III. Discussion Items
(1) To approve the issuance of new common shares for cash to sponsor the issuance of the overseas depositary shares ("DR Offering") and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement ("Private Placement Shares") and/or issuance of overseas or domestic convertible bonds in private placement ("Private Placement CB") and/or issuance of overseas or domestic convertible bonds ("CB").
(2) To approve the proposal for amendments to the Company's "Procedures for Acquisition or Disposal of Assets."


IV. Election Items

(1) To approve the re-election of Directors of the Board.
(For information on the candidates' educational and professional backgrounds, investors are advised to refer to the Market Observation Post System (website: https://mops.twse.com.tw) and enter the relevant search criteria.)

V. Other Items

(1) To review and approve the waiver of the Non-Competition Clause imposed on new Directors.

VI. Extempore Motion

  1. The major items of the proposal for adopted at Board of Directors meeting are as follows:

(1) The year of 2025 Earnings Distribution Plan:

Cash dividends to common shareholders: Totaling NT$ 3,416,159,853. Each common shareholder will be entitled to receive a cash dividend of NT$ 4.5 per share. The record date will be decided by the Board of Directors authorized by the Shareholders' Meeting.

Remarks: If the cash distribution ratio is required to be amended due to the changing outstanding shares caused by the repurchase of treasury stock, transfer of treasury stocks to employees or cancellation, the Shareholders' Meeting will authorize the Board of Directors to make necessary adjustment and handle this matter.

(2) The issuance of new common shares for cash to sponsor the issuance of the overseas depository shares ("DR Offering") and/or issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement ("Private Placement Shares") and/or issuance of overseas or domestic convertible bonds in private placement ("Private Placement CB") and/or issuance of overseas or domestic convertible bonds ("CB").

(1.) Fund raising purpose and size:

In order to invest in the equipment of advanced assembly and testing technology products, and the research & development of high-level technologies, enrich working capital, provide the flexibility to engage in a IC backend technology cooperation or alliance with major companies, strengthen financial structure and/or support the Company's need of funding for long-term development, it is hereby proposed that the coming shareholders meeting to authorize the Board of Directors ("Board"), within the limit of 75,900,000 common shares or 5 billion corporate bonds (or foreign currency equivalent), depending on the market conditions and the Company's capital needs, to choose appropriate timing and fund raising instrument(s), to issue new common shares for cash to sponsor DR Offering and/or issue new common shares for cash in public offering and/or issue Private Placement Shares and/or issue Private Placement CB, in accordance with the applicable laws and regulations and the following fund raising principles. For issuance Private Placement CB or CB, the number of common shares to be converted within the limit of 75,900,000 common shares shall be calculated in accordance with the conversion price determined at the


time of issuance of Private Placement CB or CB.

(2.) Fund raising method(s) and handling principles:

A. Issuance of new common shares for cash to sponsor DR Offering:

a. The issue price of the new common shares will be decided with reference to (a) the closing price of the Company's common shares on the pricing date or (b) the average of the closing price of the Company's common shares for 1, 3 or 5 trading days prior to the pricing date (each of (a) and (b) is referred to hereinafter as the "reference price"). The Chairman of the Company is authorized to coordinate with the foreign lead-underwriter(s) of the DR Offering to determine the actual issue price in accordance with market conditions, provided that, the actual price shall not be less than 90% of the reference price after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends.

The reference price and the actual price will be decided in accordance with market practice and applicable law and regulations. In addition, assuming that the Company issues 75,900,000 common shares which is approximately 9.998% of the Company's total outstanding common shares on the record date for the Company's 2026 annual shareholders meeting, as the actual price shall be no less than 90% of the reference price after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, it is unlikely that such issuance will have a material dilutive effect on the holding of the current existing shareholders. Thus, determination of the issue price of the new common shares to be issued in connection with the DR Offering should be reasonable and should not have a material adverse effect on the rights and benefits of the current existing shareholders.

b. Except for 10% to 15% of the new common shares shall be allocated for the employees' subscription in accordance with the applicable law, it is proposed for the shareholders meeting to approve the rights to subscribe to the remaining shares to be waived by the shareholders and such remaining shares should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the global depositary shares to be sold in the DR Offering. Any new common shares not subscribed by employees of the Company shall be determined by the Chairman of the Company, depending on the market needs, to be allocated as underlying shares of the global depositary shares or to be subscribed by the designated person(s).

B. Issuance of new common shares for cash in public offering:

a. The par value of the new common shares to be issued per share is NT$10. It is proposed to authorize the Chairman of the Company to coordinate with the underwriter(s) of the public offering to determine the actual issue price in accordance with the Taiwan Securities Association's Self-regulatory Rules Governing the Provision of Advisory Services by Underwriter Members to Issuing Companies for Offering and Issuing Securities and the market conditions and the issue price shall be reported to, and approved by the regulatory authority before issuance.

b. It is proposed to authorize the Board to choose either one of the following two


methods to sell the new shares in the public offering through the underwriter(s):

(i) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed for the shareholders meeting to approve the pre-emptive rights to subscribe to the remaining shares to be waived by the shareholders in accordance with Article 28-1 of the Securities and Exchange Act and such remaining shares will be offered to the public via book building. It is proposed that any new common shares not subscribed by employees of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.

(ii) Except for 10% to 15% of the new shares must be offered to employees in accordance with Article 267, Paragraph I of the Company Act, it is proposed that 10% of the new shares to be sold to the public through the underwriter(s) in accordance with Article 28-1, Paragraph 2 of the Securities and Exchange Act and the remaining shares will be subscribed to by the existing shareholders of the Company in accordance with their shareholding. It is proposed that any new common shares not subscribed by employees and shareholders of the Company will be sold to the person(s) designated by the Chairman of the Company at the issue price.

C. Issuance of Private Placement Shares and/or Private Placement CB:

a. Basis and reasonableness for determination of the subscription price of the Private Placement Shares:

(i) The higher of (x) the simple average closing price of the Company's common shares for 1, 3 or 5 trading days prior to the pricing date, and (y) the simple average closing price of the Company's common shares for 30 trading days prior to the pricing date, after adjustment for shares issued as stock dividends, shares cancelled in connection with capital reduction and the cash dividends, as the reference subscription price of the Private Placement Shares.

(ii) The issue price of the Private Placement Shares shall be no less than 85% of the reference price. It is proposed to authorize the Board to decide the actual issue price within the range approved by the shareholders meeting, depending on the status of finding specific investor(s) and market conditions. The issue price of the Private Placement CB shall be no less than 85% of the theoretical price.

(iii) As aforementioned, subscription price of the Private Placement Shares and issue price of Private Placement CB will be determined with reference to the price of the Company's common shares and the theoretical price in accordance with the Regulations Governing Public Companies Issuing Securities in Private Placement, thus, the price should be reasonable.

b. The method, purpose, necessity and projected benefits to determine specific investor(s):


The investors to subscribe to the Private Placement Shares and/or Private Placement CB must meet the qualifications listed in Article 43-6 of the Securities and Exchange Act and are limited to strategic investor(s). Priority will be given to the investor(s) who could benefit the Company's long term development, competitiveness, and existing shareholders' rights. The Board is fully authorized to determine the specific investor(s). The purpose, necessity and projected benefits for choosing strategic investor(s) are to accommodate the Company's operation and development needs to have the strategic investor(s) to assist the Company, directly or indirectly, in its finance, business, manufacturing, technology, procurement, management, and strategy development, etc. so to strengthen the Company's competitiveness and enhance its operational efficiency and long term development.

c. The necessity of issuance of Private Placement Shares and/or Private Placement CB:

Considering the effectiveness and convenience for issuance of the Private Placement Shares/Private Placement CB and accommodating the Company's development planning, including inviting the strategic investor(s), it would be necessary to issue the Private Placement Shares and/or Private Placement CB.

d. For the Private Placement Shares and/or the new common shares to be issued upon conversion of Private Placement CB, after expiration of three years following delivery date of the Private Placement Shares/Private Placement CB, the Board is authorized to apply for approval from the Taiwan Stock Exchange ("TWSE") acknowledging that the Private Placement Shares /new common shares to be issued upon conversion of Private Placement CB meet the requirements for TSE listing before the Company submitting application with the Financial Supervisory Commission for retroactive handling of public issuance of such shares and submitting application with TWSE for listing such shares on TWSE.

e. The tentative terms and conditions of the Private Placement CB ("Offering Plan") is attached hereto as Attachment 7.

D. Issuance of overseas or domestic Corporate Bonds:

a. Basis and reasonableness for determination of the subscription price of the Corporate Bonds:

The Corporate Bonds will be issued in registered form in denomination of US$10,000 or multiples thereof or NT$100,000 or multiples thereof and the issue price shall be no less than 85% of the theoretical price.

b. The terms of issuance and conversion, the plan for the use of proceeds, the schedule and projected benefits and all matters of the Corporate Bonds in connection therewith, based on the Company's operation evaluation or change of the market conditions, the Board is authorized to make the required amendments at the Board's sole discretion.

(3.) Use of proceeds, the schedule and the projected benefits:

The Company plans to use the funds raised from the DR Offering and/or issuance of the new common shares in public offering and/or at one time or several times (no


more than 3 times) issuance of the Private Placement Shares and/or Private Placement CB to invest in the equipment of advanced assembly and testing technology products, and the research & development of high-level technologies, enrich working capital, provide the flexibility to engage in a IC backend technology cooperation or alliance with major companies, strengthen financial structure and/or support the Company's needs of funding for long-term development and plans to use such funds within three years after completing the fund raising and it is expected that use of such funds will strengthen the Company's competition and improve operational efficiency.

(4.) The new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will be issued in the dematerialized form. Except that the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB are subject to the selling restrictions within three years after the delivery date of the Private Placement Shares/Private Placement CB under Article 43-8 of the Securities and Exchange Act, the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, the Private Placement Shares and the new common shares to be issued upon conversion of Private Placement CB will have the same rights and obligations as the Company's existing issued and outstanding common shares.

(5.) The reason for the situation where the issue price of the new common shares to be issued to sponsor the DR Offering, the new common shares to be issued in public offering, Private Placement Shares and the conversion price at one time or several times (no more than 3 times) for the Private Placement CB is set as a price less than the par value due to change of the market change and the reason for the Company not adopt other fund raising method and the reasonableness for such determination: This is mainly based on considerations of the sound operation of the Company and the security of its financial structure and issuing equity related securities for fund raising is more appropriate than pure debt financing. If the Company decides to use the fund raising methods, such as issuing new shares for cash to sponsor the DR Offering, issuing new shares for cash in public offering, and issuing Private Placement Shares, etc. the Company would not incur any interest of the debt in such case not only the Company's financial risk could be reduced, the Company's financial structure could be improved and the flexibility of the Company's treasury management would also be increased. For issuance of Private Placement CB, if investor converts Private Placement CB into the common shares, such would improve the Company's financial structure and would benefit the Company's long term development. Thus, it should be reasonable for the Company to issue the equity related securities. If the issue price and the conversion price is less than the par value, such would be expected to cause decrease of the Company's capital surplus and retained earnings in which case the Company will, depending on the actual operating conditions in the future, make up for the losses. As the issue price and the conversion price will be determined in accordance with the relevant regulations,


thus, after realization of the benefits of the capital increase, the Company's financial structure will be effectively improved which would be favorable to the Company's long-term development and would not have adverse impact on the rights and benefits of the shareholders.

(6.) After the shareholders meeting approves issuance of new common shares to sponsor the DR Offering, new common shares in public offering, the Private Placement Shares and the Private Placement CB, it is proposed for the shareholders meeting to authorize the Board to determine and amend, at the Board's sole discretion, the terms and condition of the new common shares to be issued at one time or several times (no more than 3 times) for the DR Offering and/or in public offering and/or terms and condition of the Private Placement Shares and/or Offering Plan of the Private Placement CB, the plan for the use of proceeds, the schedule and projected benefits and all matters in connection therewith, in accordance with the Company's actual needs, market conditions and relevant regulations and if any amendment thereto is required due to any change of the regulations or as requested by the regulator's order or based on the Company's operation evaluation or change of the market conditions, the Board is authorized to make the required amendments at the Board's sole discretion.

(7.) To complete the fund raising, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to handle all matters relating to, and sign all agreements and documents in connection with, issuance of the new common shares to sponsor the DR Offering, issuance of new common shares in public offering and issuance of the Private Placement Shares and/or Private Placement CB.

(8.) The Board is authorized to handle all matters at the Board's sole discretion which are not addressed herein in accordance with the applicable laws and regulations.

(3) To release the directors from Non-competition restrictions, The Company proposes to the Shareholder's Meeting to release, in accordance with Article 209 of the Company Act, the non-competition restrictions on 11th term newly elected directors who carry out other business similar to that of the Company.

Board of Directors
Powertech Technology Inc.