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Skytech — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
52670_rns_2026-04-28_5b66cf7f-8dad-426d-8317-95ecc7a60089.pdf
Proxy Solicitation & Information Statement
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Skytech 天虹科技
Meeting Notice for Annual Shareholders' Meeting (Summary Translation)
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)
The 2026 Annual Shareholders' Meeting (the "Meeting") of Skytech Inc. (the "Company") will be held at 9:30 a.m. on Friday, May 29, 2026, at 3F, Sheraton Hsinchu Hotel, No. 265, Section 1, Guangming 6th Road, Zhubei City, Hsinchu County 30264, Taiwan.
- The agenda of the Meeting is as follows:
I. Report Items:
1. Business Report for FY2025.
2. Audit Committee Review Report on the FY2025 Financial Statements.
3. Report on the Distribution of Directors' Remuneration for FY2025.
4. Report on the Distribution of Employee Compensation (Including Grassroots Employees) and Directors' Remuneration for FY2025.
5. Report on the Distribution of Cash Dividends from FY2025 Earnings.
6. Report on the Implementation of the Share Repurchase Program.
7. Report on the Establishment and Amendment of the "First Share Repurchase and Transfer to Employees Regulations".
8. Amendments to the "Procedures for Ethical Management and Guidelines for Conduct."
II. Matters for Ratification:
1. Business Report and Financial Statements for FY2025.
2. Proposal for the Distribution of FY2025 Earnings.
III. Matters for Discussion:
1. Amendment to the Company's Articles of Incorporation..
2. Amendment to the Regulations Governing the Acquisition and Disposal of Assets.
3. Amendment to the Rules of Procedure for Shareholders' Meetings.
4. Amendment to the Procedures for Election of Directors.
5. Proposal for the Issuance of Restricted Stock Awards.
IV. Election Matters
Skytech 天虹科技
- Proposal for the Comprehensive Re-election of Directors (Including Independent Directors).
V. Other Matters
1. Proposal to Release the Non-Competition Restrictions on Newly Elected Directors (Including Independent Directors).
VI. Extemporary Motions
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The Board of Directors has approved the proposal for distribution of earning of fiscal year 2025 to provide the cash dividends in the amount of NT$94,465,368, representing NT$1.4 per share.
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The relevant information regarding the discussion matter “Issuance of restricted stocks” could be referred to the attachment 1.
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A total of eight directors (including four independent directors) shall be elected at this Annual Shareholders’ Meeting.
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List of Director Candidates:
(1) Paul Huang
(2) Wealthwave International Investment Co., Ltd. (Representative: Lin, Pei-Yu)
(3) George Yi
(4) Jing-Shu Huang
List of Candidates for Independent Directors:
(1) Pai-Ta Shr
(2) Du-Cheng Li
(3) Chuen-Hung Tsai
(4) Ji-Ye Miau
For detailed information on the education and professional experience of the above candidates, please refer to the announcements published on the Market Observation Post System (MOPS) website (https://mops.twse.com.tw).
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Pursuant to Article 209 of the Company Act, newly elected directors (including independent directors) and their representatives who seek to be released from non-competition restrictions shall provide a supplemental explanation on the scope and details thereof at the Shareholders’ Meeting prior to the discussion of this proposal.
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A sign-in card and a proxy form are enclosed. If you intend to attend the Meeting in person, please sign or affix your seal on the sign-in card and bring it to the Meeting venue for registration on the day of the Meeting. If you appoint a proxy to attend the Meeting on your behalf, please sign or affix your seal on the proxy form and personally complete the name and address of the proxy. The proxy form must be delivered to the Company’s stock affairs agent, Yuanta Securities Co., Ltd., Stock
Skytech 天虹科技
Affairs Department (B1, No. 67, Section 2, Dunhua South Road, Da’an District, Taipei City 106045, Taiwan, R.O.C.), at least five days prior to the Meeting to facilitate the issuance of the sign-in card to the proxy.
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The institution designated by the Company for the tallying and verification of proxy forms is Yuanta Securities Co., Ltd., Stock Affairs Department.
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If any shareholder solicits proxy forms, the Company will prepare a summary statement of such solicitation information and disclose it on the website of the Securities and Futures Institute (SFI) on April 28, 2026. Investors may visit https://free.sfi.org.tw and access the “Free Proxy Solicitation Information Inquiry System” to search by entering the relevant criteria.
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For the main contents of the Meeting, if any matters fall under Article 172 of the Company Act, in addition to those listed in the notice of the Meeting, please refer to the Market Observation Post System (MOPS) website (https://mops.twse.com.tw). Select “Company Information / e-Document Download / Annual Reports and Shareholders’ Meeting Related Information / Annual Reports and Shareholders’ Meeting Related Information (including Depositary Receipt Information),” and enter the required search criteria (company stock code or name and year) to access the “Reference Materials for Shareholders’ Meeting Proposals (or Meeting Handbook and Supplementary Information).”
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Shareholders may exercise their voting rights electronically for this Meeting during the period from April 29, 2026 to May 26, 2026. Please log in to the electronic voting platform of Taiwan Depository & Clearing Corporation and follow the relevant instructions. (Website: https://stockservices.tdcc.com.tw)
Sincerely,
The Board of Directors Skytech Inc.
Skytech 天虹科技
Attachment 1 Description of the Company's Issuance of Restricted Stock Awards
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In order to enhance the Company's competitiveness in attracting and retaining professional talent, and to strengthen the Company's future competitiveness, growth, and profitability, it is proposed to issue restricted stock awards to employees in accordance with the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Issuers" promulgated by the Financial Supervisory Commission, and other relevant regulations.
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The principal terms and conditions for the issuance of restricted stock awards are as follows:
I. Total Number of Shares to be Issued
The total number of shares to be issued shall not exceed 200,000 common shares, with a par value of NT$10 per share, totaling NT$2,000,000. The issuance may be carried out in one or multiple tranches within two years from the date the effective notice from the competent authority is received. The actual issuance date shall be determined by the Chairman as authorized by the Board of Directors.
II. Issuance Conditions
(1) Issue Price
The shares will be issued without consideration, at a price of NT$0 per share.
(2) Vesting Conditions
Employees shall meet the conditions set forth in the Company's "2026 Restricted Stock Award Plan" (the "Plan"). After being granted restricted shares, employees who remain employed by the Company after the following periods from the capital increase record date, meet the annual performance evaluation requirements (performance rating of 3 or above), duly perform their duties, and have not violated the Company's employee handbook, shall vest in the shares in the following proportions:
A. After one year: 20% of the granted shares
B. After two years: 30% of the granted shares
C. After three years: 50% of the granted shares
(3) Type of Shares Issued
The shares shall be newly issued common shares of the Company. Except as otherwise provided in the Plan, their rights and obligations shall be the same as those of other outstanding common shares.
(4) Treatment Where Vesting Conditions Are Not Met Such matters shall be handled in accordance with Paragraphs 4 and 5 of Article 5 of the "2026 Restricted Stock Award Plan."
III. Eligibility of Employees and Allocation of Shares
Skytech 天虹科技
(1) Eligibility is limited to full-time employees of the Company and its domestic and foreign controlled or subordinate companies who are employed on the grant date. The term "controlled or subordinate companies" shall be determined in accordance with the FSC Order No. 1070121068 dated December 27, 2018.
(2) The actual employees to be granted shares and the number of restricted shares to be allocated shall be determined based on factors such as years of service, job grade, work performance, overall contribution, special achievements, or other managerial considerations, and in consideration of the Company's operational needs and business development strategies. The allocation standards shall be approved by the Chairman and submitted to the Board of Directors for resolution. Employees with managerial status shall obtain the consent of the Remuneration Committee prior to issuance; employees without managerial status shall obtain the consent of the Audit Committee prior to issuance.
(3) The cumulative number of shares that a single employee may subscribe to under employee stock options issued pursuant to Article 56-1, Paragraph 1 of the Regulations shall be handled in accordance with the "Regulations Governing the Offering and Issuance of Securities by Issuers."
IV. Necessity of the Issuance
To attract and retain the professional talents required by the Company, and to enhance employees' cohesion and sense of belonging, so as to jointly create benefits for the Company and its shareholders.
V. Estimated Expenses, Dilution of EPS, and Impact on Shareholders' Equity
(1) The Company shall measure the fair value of the shares on the grant date (issuance date) and recognize the related expenses over the vesting period on an annual basis.
(2) Assuming full vesting is achieved, the estimated expense amounts and impact on earnings per share are as follows:
| Estimated for Each Year | Year Expense (NT$ thousand) | EPS Impact (NT$) |
|---|---|---|
| 2027 | 23,095 | 0.3423 |
| 2028 | 14,155 | 0.2098 |
| 2029 | 7,450 | 0.1104 |
| Total | 44,700 | 0.6625 |
Note 1: Estimated based on the closing price of NT$223.5 on February 25, 2026, and 67,475,263 outstanding shares (including 79,000 restricted shares issued on March 6), assuming issuance at the end of January 2027. The actual expense and EPS impact will depend on the fair value on the actual issuance date.
Note 2: The impact on the Company's earnings per share is limited and therefore has no material impact on shareholders' equity.
Skytech 天虹科技
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The “2026 Restricted Stock Award Plan” is attached hereto. Please refer to Attachment 12 on pages 81 ~ 84 of this handbook.
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After approval by the 2026 Annual General Meeting, if any amendments to the issuance of restricted stock awards are required due to changes in laws and regulations, instructions from the competent authority, or changes in objective circumstances, or if there are any matters not covered herein, it is proposed that, within the scope permitted by law, the Chairman be authorized by the shareholders’ meeting to revise this Plan. Such revisions shall be subsequently submitted to the Board of Directors for ratification before issuance.
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