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THSRC — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
52174_rns_2026-04-24_6c847559-74b4-487e-bb7e-717c28c902ee.pdf
Proxy Solicitation & Information Statement
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Meeting Notice for the 2026 Annual Shareholders' Meeting (Summary Translation)
I. Taiwan High Speed Rail Corporation (hereinafter referred to as “the Corporation”) has scheduled the 2026 Annual General Meeting for Wednesday, May 27th, 2026, 9 am (shareholders’ reception begins at 8 am), at 1F., No.9, Songren Rd., Xinyi Dist., Taipei City (Cathay Financial Conference Hall).
II. Meeting Agenda:
(1) Report Items:
1. Report on Corporation Execution of Corporate Governance.
2. Report on Director Remuneration for 2025.
3. Report on Allocation of 2025 Remuneration to Board of Directors and Employees.
4. Revision of Sustainable Development Best Practice Principles.
5. Report on Issuance of Domestic Unsecured Straight Corporate Bonds for 2025.
6. Report on Transactions with Related Parties.
(2) Ratification Items:
1. 2025 Annual Business Report and Financial Statements of the Corporation.
2. 2025 Profit Distributions of the Corporation.
(3) Discussion Item:
1. Revision of Procedures for the Acquisition or Disposal of Assets.
(4) Election Item: Election of the Corporation’s 11th Board of Directors.
(5) Other Proposal: Removal of Non-Competition Restriction Against the Corporation’s 11th Board of Directors.
(6) Extemporary Motions.
III. The profit distribution scheme of the Corporation as drafted by the Board of Directors is as follows:
1. The cash dividends proposed for distribution to shareholders amount to NT$ 6,472,537,017 or NT$ 1.15 per share.
2. After the cash dividends are approved by the 2026 Annual General Meeting, the Board of Directors is authorized to separately prescribe an ex-dividend date for distribution.
IV. Removal of non-competition restriction against Corporation directors: The shareholders’ meeting is requested to lift the non-competition restriction against newly elected Corporation directors and the entities they represent in accordance with Article 209 of the Company Act. The tentative list of directors and
represented entities requesting removal of non-competition restrictions is shown on pages four to six below. The shareholders' meeting is requested to grant permission for removal of non-competition restrictions against these directors within the specified scope following election results.
V. The book closure period for common shares is set as March 29, 2026 to May 27, 2026 in accordance with Article 165 of the Company Act.
VI. The Attendance Sign-In Card and Proxy Form are hereby enclosed. Shareholders planning to attend the Annual General Meeting in person should sign or stamp the Attendance Sign-In Card and submit the same when registering on the day of the meeting. Shareholders wishing to appoint a proxy should sign or stamp the Proxy Form; provide the proxy name, ID number, address, and signature or stamp; and deliver or mail said form to the Corporation’s share transfer agent and registrar Fubon Securities Transfer Agency Department (11F., No. 17, Shu Chung St., Zhongzheng District, Taipei City) at least five days prior (May 21, 2026) to the meeting date.
VII. The Corporation is required to post public proxy solicitations for the Annual General Meeting to the Securities & Futures Institute (SFI) website by April 24, 2026. Shareholders wishing to obtain relevant information can enter associated search criteria on the Free Proxy Disclosure Search Engine (https://free.sfi.org.tw). (Corporation company code: 2633)
VIII. According to Article 26-2 of the Securities and Exchange Act: “The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior notice.”
IX. Shareholders may exercise their voting rights by electronic means from April 25, 2026 to May 24, 2026 by using a CA certificate (either a natural person certificate, online trading certificate from a securities firm, online banking certificate, corporate certificate, joint securities and futures firm certificate, or government certificate) to log in to the Taiwan Depository & Clearing Corporation “Stockholder e-services” platform (https://stockservices.tdcc.com.tw/) and vote according to the instructions provided. Voting rights exercised by electronic means in accordance with the stipulations of the Company Act shall be deemed to have attended the shareholders’ meeting in person. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders’ meeting on his/her/its behalf, the voting power exercised by the authorized proxy for the said shareholder shall prevail.
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X. Election matters for the 11th Board of Directors (including independent directors):
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The Corporation's Articles of Incorporation have not specified a fixed number of directors. A resolution approved at the 36th meeting of the 10th Board held on February 25, 2026 set the number of directors to be elected for the 11th Board as 15 directors (including 5 independent directors). A total of 15 candidates were nominated for director (and independent director) election. The list of candidates is as follows.
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Shareholders can refer to the Market Observation Post System (https://mops.twse.com.tw) to view detailed educational and professional expertise information for all director candidates.
List of Nominated Directors (and Independent Directors)
| No. | Category | Candidate Name | Shareholder Account Number | Entity Represented |
|---|---|---|---|---|
| 1 | Director | Che Shih | 51400 | China Aviation Development Foundation |
| 2 | Director | Cheng-Chung Young | 92268 | Ministry of Transportation and Communications, R.O.C. |
| 3 | Director | Kung-Yeun Jeng | 92268 | Ministry of Transportation and Communications, R.O.C. |
| 4 | Director | Hsiang-Sheng Lin | 51400 | China Aviation Development Foundation |
| 5 | Director | Tien-Ying Lee | 51400 | China Aviation Development Foundation |
| 6 | Director | Wei-Cheng Hsieh | 51400 | China Aviation Development Foundation |
| 7 | Director | Chien-Chih Hwang | 43831 | China Steel Corporation |
| 8 | Director | Ming-Chang Wu | 5762 | Taiwan Sugar Corporation |
| 9 | Director | Chao-Neng Chang | 38578 | Management Committee of National Development Fund, Executive Yuan |
| 10 | Director | Ming-Shieh Li | 11 | TECO Electric & Machinery Co., Ltd. |
| 11 | Independent Director | Yu-Fen Lin | — | Not applicable. |
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| 12 | Independent Director | Duei Tsai | — | Not applicable. |
|---|---|---|---|---|
| 13 | Independent Director | Yih-Ray Hwang | — | Not applicable. |
| 14 | Independent Director | Pai-Ta Shih | — | Not applicable. |
| 15 | Independent Director | Yung-Cheng(Rex) Lai | — | Not applicable. |
Note: Shareholders wishing to split their director votes should contact Fubon Securities Transfer Agency Department prior to the election.
XI. List of Directors Seeking Removal of Non-Competition Restriction
| Name | Concurrent Positions Held at Other Companies | |
|---|---|---|
| Ministry of Transportation and Communications, R.O.C. Representative: Kung-Yeun Jeng | Taiwan Railway Corporation, Ltd. | Chairman |
| Taipei Rapid Transit Corporation | Director | |
| China Aviation Development Foundation Representative: Hsiang-Sheng Lin | Taoyuan International Airport Services Co., Ltd. | Supervisor |
| China Aviation Development Foundation Representative: Tien-Ying Lee | CHC Healthcare Group | Chairman |
| China Aviation Development Foundation Representative: Wei-Cheng Hsieh | Taoyuan International Airport Services Co., Ltd. | Director |
| Next Commercial Bank Co., Ltd. | Director | |
| China Steel Corporation Representative: Chien-Chih Hwang | China Steel Corporation | Chairman |
| China Steel Chemical Corporation | Chairman | |
| China Steel Global Trading Corporation | Director | |
| Gains Investment Corporation | Director |
| Name | Concurrent Positions Held at Other Companies | |
|---|---|---|
| Dragon Steel Corporation | Director | |
| China Ecotek Corporation | Director | |
| Taiwan Sugar Corporation Representative: Ming-Chang Wu | Taiwan Sugar Corporation | Chairman |
| Management Committee of National Development Fund, Executive Yuan Representative: Chao-Neng Chang | Taoyuan International Airport Corporation | Director |
| TECO Electric & Machinery Co., Ltd. Representative: Ming-Shieh Li | TECO Electric & Machinery Co., Ltd. | Chairman |
| Tong An Asset Development Management Co. Ltd. | Director | |
| Tong An Investment Co., Ltd. | Director | |
| Tong An Energy Co., Ltd. | Chairman | |
| TECO Electric & Machinery Pte Ltd. | Chairman | |
| TECO Holdings USA, Inc. | Chairman | |
| TECO Electric & Machinery Sdn.Bhd. | Director | |
| Shanghai TECO Electric & Machinery Co., Ltd. | Director | |
| Motovario S.p.A | Director | |
| Lion Travel Service Co., Ltd. | Independent Director |
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| Name | Concurrent Positions Held at Other Companies | |
|---|---|---|
| Independent Director: Yu-Fen Lin | China Airlines Ltd. | Independent Director |
| Chief Telecom Inc. | Independent Director | |
| Infinity Communication Tech. Inc. | Supervisor | |
| Independent Director: Duei Tsai | Starlux Airlines. Co., Ltd. | Independent Director for Public Welfare |
| Independent Director: Yih-Ray Hwang | China Airlines Ltd. | Independent Director |
| Independent Director: Pai-Ta Shih | Horizon Fixture Group Co., Ltd. | Independent Director |
| Skytech Inc. | Independent Director | |
| Legal Entity | Concurrent Positions Held at Other Companies | |
| --- | --- | |
| China Aviation Development Foundation | Legal entity represented by directors at China Airlines Ltd. | |
| Management Committee of National Development Fund, Executive Yuan | Legal entity represented by directors at China Airlines Ltd. | |
| Legal entity represented by directors at Kaohsiung Rapid Transit Corporation. | ||
| Legal entity represented by directors at Yang Ming Marine Transport Corporation. | ||
| Legal entity represented by directors at WeMo (Cayman) Corp. |
XII. In accordance with Article 172 of the Company Act, Article 26-1 of the Securities and Exchange Act, and other associated regulations, the content of shareholder meeting proposals can be found on the Market Observation Post System (https://mops.twse.com.tw) by selecting "Electronic Books/Shareholders' meetings" or "Profiles/Company Profile/Web Address" and linking to the Corporation's website.
XIII. No souvenirs will be distributed at the Annual General Meeting.
Sincerely,
Board of Directors,
Taiwan High Speed Rail Corporation