Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Radiant Opto-Electronics Corporation Proxy Solicitation & Information Statement 2026

Apr 26, 2026

52519_rns_2026-04-26_ff97572e-7cce-45bf-87ff-04c1b8af9a5d.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

Meeting Notice for 2026 Annual General Shareholders’ Meeting
(Summary Translation)

The 2026 Annual General Shareholders’ Meeting (the “Meeting”) of Radiant Opto-Electronics Corporation (the “Company”) will be convened at 9:30 a.m., Wednesday, May 27, 2026, at B1F meeting room (located at B1, No. 2, Central 2nd Rd., Qianzhen Dist., Kaohsiung City, Taiwan (R.O.C.))

I. The Agenda for the Meeting is as Follows:

  1. Report Items:
    (1) The Company's 2025 Business Report.
    (2) The Audit Committee's Review Report on the Company's 2025 Final Statements.
    (3) The Company's 2025 Distribution of Bonus to Directors and Employees.
    (4) The Company’s distribution of 2025 remuneration to directors.
    (5) The Company's 2025 earnings distribution in cash dividends.
    (6) The Company's execution of treasury share repurchase.
    (7) Subsidiary NIL Technology ApS's execution of the rectification plan for loaning of funds exceeding the limit.

  2. Proposals Items:
    (1) Recognition of the 2025 Business Report and Financial Report.
    (2) Recognition of the 2025 Earnings Distribution.

  3. Discussions:
    (1) The Company's proposed capital reduction with cash payment and refund of cash to shareholders.
    (2) The Company's proposed private placement of common shares.
    (3) Discussion of amendments to certain provisions in the Procedures for Financial Derivatives Transactions.

  4. Extempore Motions.

II. The proposal for distribution of 2025 earnings has been approved by the Board. The Company plans to distribute cash dividends of NT$1,610,844,421, according


to the shareholding ratio recorded in the shareholder register on the ex-dividend record date, with NT$3.50 per share.

III. If there are matters of this shareholders' meeting stipulated in Article 172 of the Company Act, please visit the Market Observation Post System (https://mopsplus.twse.com.tw/Single Company/Electronic Document Download /Materials of Annual Report and Shareholders), enter the stock code (or abbreviation) and the year, and search for “Reference Materials for Various Proposals of Shareholders’ Meeting”

IV. Attachment I: Description of the Company’s private placement of common shares.

V. Pursuant to Article 165 of the Company Act, the Company hereby closes the share transfer registration from March 29, 2026 to May 27, 2026.

VI. In this Shareholders' Meeting, voting power may be executed through an electronic form during the period from April 27, 2026 to May 24, 2026. Please log onto the e-voting platform for Shareholders' Meeting of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) for voting. Please operate in accordance with the relevant instructions.

VII. In addition to the announcement on the Market Observation Post System (MOPS), a copy of the Attendance Card and the Power of Attorney are enclosed. If entrusting an agent to attend, please sign or stamp the Power of Attorney and the Attendance Card, and send the required documents to the stock agency department of Horizon Securities Co., Ltd. by May 21, 2026, five days before the meeting. After verifying that the information is correct, the registration seal will be stamped on the Attendance Registration Card, and the Attendance Card will be sent to the shareholder’s agent. The counterfoil will serve as proof of attendance at the shareholders’ meeting. Please bring the counterfoil of the signed or stamped Attendance Card to the meeting if attending in person.


VIII. Shareholders, solicitors, and entrusted agents should bring identification documents with them when attending shareholders' meetings for verification purposes.

IX. If there are shareholders soliciting the Letter of Entrustment, the Company will upload the summary table of materials solicited by shareholders to the website of Securities and Futures Institute on April 24, 2026. The investors who wish to make an inquiry can simply fill in the inquiry criteria in the "Letter of Entrustment Free Inquiry System" on the SFI website (https://free.sfi.org.tw).

X. The tallying and verification institution for the proxy materials of this shareholders' meeting is the stock agency department of Horizon Securities Co., Ltd.

XI. Kindly note and proceed accordingly.

The Board of Directors

Radiant Opto-Electronics Corporation


Attachment I

The description of the Company's private placement of common shares is as follows:

  1. To introduce strategic investors and strengthen the Company's long-term operations and business development, the Company plans, at an appropriate time and in accordance with Article 43-6 of the Securities and Exchange Act, to issue new common shares through cash capital increase by way of private placement (the "private placement of common shares"). The total number of privately placed common shares is expected not to exceed 38,000,000 shares, with a par value of NT$10 per share, and shall be carried out in one to three installments within one year from the date of the shareholders' meeting resolution on this private placement proposal.

  2. According to Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, the matters to be explained are as follows:

(1) Basis for determination of the private placement price and its reasonableness:

A. The subscription price per share for this private placement of common shares shall be set at no less than 80% of the higher of the following two reference prices calculated before the price determination date:

a. The simple average closing price of the Company's common shares for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction; or

b. The simple average closing price of the Company's common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.

B. The actual price determination date and the actual private placement price shall be decided by the Board of Directors, within the range approved by the shareholders' meeting and based on the above pricing basis, taking


into account the future status of arrangements with specific persons and market conditions.

C. The pricing of this private placement is conducted in accordance with the Directions for Public Companies Conducting Private Placements of Securities, and taking into account the Company's future prospects as well as the strict restrictions on the timing, counterparties and volume of transfer of the privately placed securities, and the fact that the privately placed common shares may not be applied for listing within three years, resulting in relatively low liquidity. Therefore, the pricing of this private placement should be reasonable and is not expected to have any material impact on shareholders' rights and interests.

(2) Method for selecting specific persons:

A. The places for this private placement of common shares shall be limited to persons selected in compliance with Article 43-6 of the Securities and Exchange Act and the relevant interpretive rulings, and shall further be limited to strategic investors capable of expanding the Company's business.

B. The proposed places shall be strategic investors:

a. Method and purpose of selecting places: In response to the Company's needs for long-term operations and business development, priority will be given to persons who can directly or indirectly benefit the Company's future operations and help the Company expand its business and product markets, strengthen customer relationships, enhance product development and integration efficiency, or enhance technology, and who also identify with the Company's business philosophy as strategic investors.

b. Necessity: The purpose of selecting the places in this private placement is to introduce strategic investors and strengthen long-term cooperative relationships with strategic partners. Through strategic investors, the Company may enhance its long-term competitiveness


and operating performance. Therefore, this private placement is necessary.

c. Expected benefits: Through the advantages of strategic investors in management experience, product technology, and know-how, as well as assistance in business development and market expansion, the private placement is expected to help reduce operating costs and expand the Company's business scope, thereby improving the Company's future operating performance.

C. No placee has been finalized at this time.

(3) Reasons why the private placement is necessary:

A. Reasons for not adopting a public offering: In consideration of capital market conditions, issuance costs, the timeliness and feasibility of fundraising by way of private placement, and the restriction that privately placed shares may not be freely transferred for three years, a private placement may better ensure and strengthen closer long-term cooperative relationships with strategic partners. Accordingly, the Company does not intend to adopt a public offering and instead proposes to issue new shares through cash capital increase by way of private placement.

B. Number of shares to be privately placed: The total number of this private placement of common shares shall not exceed 38,000,000 shares and shall be carried out in one to three installments within one year from the date of the shareholders' meeting resolution.

C. The intended use of funds and expected benefits for each installment of this private placement of common shares are as follows:

a. To be carried out in one installment

(a). Use of funds: To replenish working capital, repay bank borrowings, purchase fixed assets, and expand production capacity.

(b). Expected benefits: To reduce operating risk, strengthen the financial structure, and improve operating performance.


b. To be carried out in two installments

(a). Use of funds: To replenish working capital, repay bank borrowings, purchase fixed assets, and expand production capacity.

(b). Expected benefits: To reduce operating risk, strengthen the financial structure, and improve operating performance.

c. To be carried out in three installments

(a). Use of funds: To replenish working capital, repay bank borrowings, purchase fixed assets, and expand production capacity.

(b). Expected benefits: To reduce operating risk, strengthen the financial structure, and improve operating performance.

(4) No material change in control occurred within one year prior to the Board of Directors' resolution to conduct this private placement of common shares. In addition, the places of this private placement of common shares will be limited to strategic investors and are expected to be beneficial to the Company's business development. When the Company selects places for this private placement of common shares in the future, the principle will be that no material change in control shall occur within one year from the date of delivery of such privately placed common shares.

(5) Other matters to be specified:

A. The rights and obligations of the common shares to be privately placed in this case are in principle the same as those of the Company's existing issued common shares. However, pursuant to Article 43-8 of the Securities and Exchange Act, except for transfers to the persons and under the conditions specified in said article, the privately placed common shares may not be freely transferred within three years from the date of delivery. After three years from the date of delivery of the privately placed common shares, the Company shall in accordance with the Securities and Exchange Act and other applicable regulations first


obtain from the Taiwan Stock Exchange a letter of approval for compliance with listing standards, and then file with the competent authority for retroactive public issuance and listing and trading.

B. The main contents of this private placement plan for common shares, except for the percentage basis for pricing, including the actual number of shares to be privately placed, the actual private placement price, the selection of places, the record date, issuance terms, the purposes and progress of use of funds for each project, the expected benefits, and all other matters relating to this private placement plan, are proposed to be authorized to the Board of Directors by the shareholders' meeting for adjustment, determination and implementation in accordance with market conditions. In the event of any changes in laws or regulations or requirements of the competent authority, or based on operational assessment or objective needs for changes in the future, the Board of Directors shall also be fully authorized to handle such matters.

C. In addition to the above authorization, it is proposed to seek authorization from the shareholders' meeting for the Chairman to represent the Company in signing, negotiating and amending all contracts and documents relating to this private placement of common shares, and to handle all matters necessary for this private placement of common shares on behalf of the Company.

(6) The Independent Director expressed no objections or reservations regarding this private placement.

(7) The Company's private placement of securities, in accordance with Article 43-6 of the Securities and Exchange Act, has its required disclosure items detailed on the Market Observation Post System (Website: http://mopsplus.twse.com.tw/). Please select (Topic Section/Investment Section/Private Placement Section/Market Category: Listed/Company Code: 6176) and the Company's website (Website: http://www.radiant.com.tw).