Spirox Corp. — Proxy Solicitation & Information Statement 2026

May 22, 2026

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紛華科技

SPIROX

SPIROX CORPORATION

2026 Annual General Shareholders' Meeting Notice

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

Dear Shareholders,

1. 2026 Annual General Shareholders' Meeting (the "Meeting") of Spirox Corporation (the "Company") will be convened at 9F, No. 95, Shuiyuan St., Hsinchu City (The 9th floor Venue of the Company) at 9:00 a.m. on Wednesday, June 24, 2026. The shareholder registration will start at 8:30 a.m. at the venue of the Meeting.

Meeting agenda:

1. Reported Matters
   (1) 2025 Business Report.
   (2) Audit Committee's Review Report.
   (3) Report on 2025 Directors' Compensation.
   (4) Report on the Company's conducting Private Placements of Securities.
   (5) Report on cash dividends from capital reserves.
   (6) Report on Implementation of 2025 2nd Share Buyback Program.

2. Acknowledged Matters
   (1) Adoption of 2025 Business Report and Financial Statements.
   (2) Adoption of the Proposal for deficit compensation of 2025.

3. Matters for Discussion
   (1) Amendment to the Company's "Articles of Incorporation"
   (2) The company plans to conduct a cash capital increase in private placement of common shares.

4. Extraordinary Motions

5. Please refer to page 3 for the detail of "The Company Intends to Conduct a Cash Capital Increase in Private Placement of Common Shares".

6. Where the subject of the Meeting to be convened includes any contents that shall be explained in accordance with Article 172 of the "Company Act", please visit the English website of the Market Observation Post System (https://mops.twse.com.tw) and go to "Single company / Electronic document download / Annual report and shareholders' meeting related information / Annual report and shareholders' meeting related information (including depository receipt information)", enter the

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company code (or abbreviation) and year to search for "Reference Materials for Shareholders' Meeting Proposals" or "Agenda Manual and Meeting Supplementary Materials".

1. The stock transfer is ceased from April 26, 2026 to June 24, 2026 in accordance with Article 165 of the Company Act.

2. Enclosed find 1 Attendance Card and 1 Proxy Form. For shareholders who decide to attend in person, please sign or affix your seal to the Attendance Card and bring it to the venue on the day of the Meeting for registration without sending it back to the Company in advance. For shareholders attending by proxy, please sign or affix your seal to the Proxy Form, fill in the proxy's name and address yourself, and deliver the form to the Company's stock transfer agent (Capital Securities Corporation Registrar Agency Department) at least five days prior to the Meeting date to facilitate dispatching attendance card to the engaged proxy.

3. Should any shareholder solicit a proxy, the Company shall compile a summary statement of the solicitor and solicitation information for disclosure on the website of Securities & Futures Institute (SFI) no later than May 22, 2026. Shareholders may visit SFI's website at https://free.sfi.org.tw and go to "Free Proxy Inquiry System" to search for proxy details for free.

4. Capital Securities Corporation Registrar Agency Department is the proxy tallying and verification institution for the Meeting.

5. Shareholders may exercise the voting rights through electronic votes at the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) during the period from May 23, 2026 to June 21, 2026.

Sincerely,

Spirox Corporation Board of Directors

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The detail of “The Company Intends to Conduct a Cash Capital Increase in Private Placement of Common Shares”

Explanation :

1. In order to respond to the market strategy of long-term development and the need to maintain key talents in order to strengthen the company's competitiveness, the company plans to conduct a cash capital increase in private placement of ordinary shares within the limit of no more than 12,000 shares in accordance with Article 43-6 of the Securities and Exchange Act. It will be handled from 1 to 3 times within one year from the date of resolution of the shareholders' meeting on this private placement case.

2. Principles and explanations for using private placement to increase cash capital of common stock.

(1) Necessary reasons for conducting private placement :

(1.1) Reason for conducting non-public offering :

In response to the development trend of the industry, the company plans to introduce strategic partners and maintain key talents to ensure the company's long-term operational development. Since the private placement method has the quick and easy timeliness of raising funds and the restrictions on the transfer of private placement securities, it is better to ensure compliance with To form a medium- to long-term strategic partnership to enhance the company's industrial competitiveness, we use private equity to raise funds.

(1.2) Amount limit of the private placement :

The total amount shall not exceed 12,000,000 ordinary shares,

(1.3) Usage of funds for private placement and expected benefits :

(a) Usage of funds for private placement:

Each investment is used to invest in the development of its own products or invest in the upstream and downstream industrial chains of its own products; it also introduces strategic partners and maintains key talents to ensure the company's long-term operational development, thereby enhancing the company's industrial competitiveness.

(b) Expected benefits :

Each time is in response to the company's future development, strategic cooperation, strengthening the company's operations and financial structure, and enhancing overall competitiveness.

(2) Pricing basis of private placement and its reasonableness :

(2-1) The reference price shall be the higher of the following two calculations :

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

(b) The simple average closing price of the 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.

(2-2) Private placement pricing ratio :

The par value per share of this private placement may not be lower than 80% of the reference price. The board of directors is authorized by the shareholders' meeting to determine the actual determination date of the price and private placement price within the percentage scope resolved at the shareholders' meeting, depending on the specified places and capital market conditions in the future.

(2-3) Reasons and rationality if the private placement price is lower than the face value of the stock : N/A

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(2-4) The impact on shareholders' equity if the private placement price is lower than the par value of the shares : N/A

(3) The manner and purpose of a specific person's choice :

Specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act and the Financial Supervisory Commission's Order No. 1120383220 dated September 12, 2023; as of now, no applicant has been determined.

(3-1) If the applicant is an insider or related person of the company : N/A

(3-2) If the applicant is a strategic investor, the necessity and expected benefits are :

In response to the company's long-term development needs in the future, through the introduction of strategic investors, we can jointly develop and expand business, improve operating performance, and strengthen the company's financial structure and company competitiveness.

(3-3) This private equity case is based on the premise that it will not affect the company's management rights.

(4) Rights and obligations of these new shares privately placed :

In principle, the rights and obligations of the ordinary shares in this private placement are the same as those of the company's issued ordinary shares. However, according to the provisions of the Securities and Exchange Act, the ordinary shares in this private placement may not be sold within three years from the date of delivery, except to the transfer objects specified in Article 43-8 of the Securities and Exchange Act. Three years after the delivery date, the company authorizes the board of directors to decide whether to make supplementary reports for public issuance and listing transactions in accordance with relevant regulations based on the prevailing conditions.

(5) The important contents of this private placement common stock case, such as the issuance price (except the private placement pricing ratio), issuance conditions, issuance method, scheduled fund utilization progress, expected benefits and other unfinished matters, et cetera, shall not violate the provisions of this proposal. Within the principles and scope, it is proposed that the shareholders' meeting authorize the board of directors to adjust, formulate and implement the regulations based on market conditions; if changes become necessary in the future due to changes in laws, amendments by competent authorities or changes in market conditions, it is also proposed and requested that the shareholders' meeting authorize the board of directors to authorize the board of directors. In accordance with relevant regulations, it has full authority to handle and authorize the chairman to sign all contracts and documents related to the issuance of ordinary shares through private placement on behalf of the company.

1. For information related to this private placement, please visit the Market Observation Post System (URL: https://mops.twse.com.tw), click on "Theme Zone / Investment Zone / Private Placement Zone" and our company website (URL: http://www.spirox.com.tw) for details of matters that should be explained in accordance with Article 43-6 of the Securities and Exchange Act.

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