ZDT — Proxy Solicitation & Information Statement 2026

Apr 27, 2026

环

环鹿科技控股

Zhen Ding Tech. Holding

Zhen Ding Technology Holding Limited

Meeting Notice for 2026 Annual Shareholders' Meeting

I. The 2026 Annual Shareholders' Meeting (the "Meeting") of Zhen Ding Technology Holding Limited (the "Company") will be convened at 9:00 a.m., Friday, May 29, 2026 (shareholders can start sign in at 8:30 a.m.) at No. 6, Lane 28, Sanho Road, Sanshi Village, Dayuan District, Taoyuan City, Taiwan (conference room on the 1st floor).

The agenda for the Meeting is as follows:

(I) Report Items:
1. The Company's 2025 Business Report.
2. Audit and Risk Committee's Review Report for 2025.
3. Distribution of Employees' Profit Sharing and Directors' Remuneration for 2025.
4. Distribution of Cash Dividends for 2025.
5. Issuance and Execution of Overseas Unsecured Convertible Bonds.
6. Proposals submitted by shareholders with shareholding of more than 1% and status of nominations.

(II) Ratification Items:
1. Ratification of 2025 Business Report and Consolidated Financial Statements.
2. Ratification of the 2025 Earnings Distribution.

(III) Discussion Items:
1. Amendments to the Company's "Articles of Association."
2. Amendments to the Company's "Procedures for Acquisition and Disposal of Assets."
3. Amendments to the Company's " Rules and Procedures of Shareholders' Meeting."
4. Proposal for the Company's issuance of restricted stock awards.
5. Proposal for the Company's subsidiary, Leading Interconnect Semiconductor Technology (Shenzhen) Co., Ltd. intends to apply for listing on the Hong Kong Stock Exchange.

(IV) Election Item:
The Re-election of Directors and Independent Directors.

(V) Other Proposal:
Proposal for the release of the non-competition restriction for new directors (including independent directors) and the juridical persons they represent.

(VI) Extraordinary Motions

---

II. The 2025 earnings distribution was approved by the Board of Directors by resolution. Shareholder dividends shall be allocated as cash dividends, with NT$3.45 distributed per share.

III. Please refer to Attachment 1 for details regarding the Company's issuance of restricted stock awards.

IV. Please refer to Attachment 2 for details regarding the Company's subsidiary, Leading Interconnect Semiconductor Technology (Shenzhen) Co., Ltd. intends to apply for listing on the Hong Kong Stock Exchange.

V. In the 2026 shareholders' meeting, seven directors (including four independent directors) will be elected using a candidate nomination system. Director candidates are Chang-Fang Shen, John-See Lee and Che-Hung Yu (representative of Foxconn (Far East) Limited). Independent director candidates are Shuo-Hung Hsu, Gin-Ing Hu, Shin-Cheng Yeh and Chun-Chung Chen. For detailed information on the education and work experience of nominees, please refer to the "Meeting Handbook of 2026 Annual General Shareholders' Meeting".

VI. If there is a reason for convening the Meeting as stipulated in the "Check List for the Protection of Shareholders of Issuer Registered in Foreign Country", for its main content, please go to MOPS at https://emops.twse.com.tw, select "Shareholders' Meetings" under the "Electronic Books" tab, enter the stock code and year, and click "GO" to find the corresponding meeting files.

VII. Transfer registration is temporarily ceased from March 31, 2026 to May 29, 2026.

VIII. In addition to the announcement on the MOPS, please find the letter sent along with the enclosed Attendance Card and Proxy Statement of the Meeting. If you intend to personally attend the Meeting, please fill in the Attendance Card on the third page (no need to send it back) and bring it to the venue to report for attendance on the day of the Meeting. If you wish to assign a proxy agent to attend on your behalf, please fill in the Proxy Statement on the fourth page, fold it, and send it back in full to the Company's stock affairs agent, Grand Fortune Securities Co., Ltd. with attention to the Department of Stock Affairs Agency 5 days prior to the Meeting. Once the department has verified the information was correct, it will be sent to proxy agent for receipt, as the proof to attend the Meeting. If proxy agent has not received the Attendance Card one day before the Meeting, please bring the identity document to the venue for attendance on the day of the Meeting.

IX. If a proxy is solicited by the shareholder(s), the Company is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website (https://free.sfi.org.tw) no later than April 28, 2026. Shareholders can obtain information on the "Free proxy disclosure & related information system".

2

---

X. In the Meeting, shareholders may exercise their voting rights electronically. The exercising period is: From April 29, 2026 to May 26, 2026. Please log into the "Stock Services" website of Taiwan Depository & Clearing Corporation (TDCC), select "eVoting" and proceed in accordance with the instructions provided. (URL: https://stockservices.tdcc.com.tw)

XI. The Transfer Agency Department of Grand Fortune Securities Co., Ltd. is the proxy tallying and verification institution for the Meeting.

XII. It is highly appreciated that you handle the matters accordingly.

To Shareholders

Board of Directors

Zhen Ding Technology Holding Limited

3

---

Attachment 1

The Company's issuance of restricted stock awards is explained in accordance with the "Regulations Governing the Offering and Issuance of Securities by Foreign Issuers" as follows:

I. The reasons why it is necessary to issue the new restricted employee shares: To attract and retain the professional talents needed by the Company, inspire employees and enhance their sense of cohesion, and to enable them to jointly reap the Company's operating performance by holding Company stock, the Company plans to issue new shares with restricted employee rights in accordance with Article 2.5 of the Articles of Association and the "Regulations Governing the Offering and Issuance of Securities by Foreign Issuers".

II. The total number of shares to be issued: The proposed issuance of restricted stock awards shares will not exceed 3,000,000 ordinary shares, with a par value of NT$10 per share, for a total issuance amount of no more than NT$30,000,000. Within two years from the date of receipt of the effective notice from the competent authority, the Company may issue shares in one or more installments as needed, with the actual issuance date to be determined by the Chairman of the Board.

III. The terms and conditions of issuance:

(I) Anticipated issuance price: Issued gratuitously.

(II) Type of shares to be issued: Common shares.

(III) Vesting conditions: After being allocated restricted stock awards, employees must meet the following conditions to vest in them: (1) The employee must be a current employee on the expiration date of each vesting period; (2) The employee has not breached any contract entered into with the Company or its subsidiaries, or violated any work rules of the Company or its subsidiaries during each vesting period. (3) The employee has achieved the Company's employee performance evaluation targets (i.e., reached performance appraisal grades of A+, A, or B for the most recent year upon expiration of the vesting period) and the Company has achieved the following operating performance targets: Revenue growth of 7% (compared to the average of the previous three years) or net profit growth of 10% (compared to the average of the previous three years) and has met the ESG targets for the year. The maximum percentage of shares that can be vested in each year is as follows: 25% after two years, 25% after three years, 25% after four years, and 25% after five years of being awarded the restricted stock awards.

(IV) When employees fail to meet the vesting conditions or in the event of inheritance, the following method shall be taken:

1. If an employee fails to meet the conditions set forth in Paragraph 3 of this Article, the Company will shall reclaim his or her shares without compensation and the shares shall be written off.

2. Employees who voluntarily resign, are laid off, dismissed, retire, die of ordinary

---

causes, or die from non-occupational incidents: Any new restricted stock awards that have not yet been vested will be deemed not to have met the vesting conditions from the effective date of resignation, and the Company will reclaim such shares without compensation, and the shares shall be written off.

1. Extended unpaid leave: Any new restricted stock awards that have not yet been vested will be deemed not to have met the vesting conditions from the effective date of extended unpaid leave, and the Company will reclaim such shares without compensation, and the shares shall be written off.

2. In case an employee is unable to continue working due to occupational incident, resulting in disability or death: The current year shall be deemed as the completion of the term of office as stipulated in these Procedures; however, the provision regarding the proportion of the vested conditions stipulated in Paragraph 3 of this Article shall apply. If the person is deceased, the heirs may apply to receive the shares they are entitled to inherit after completing the necessary legal procedures and providing relevant supporting documents. If an employee is unable to continue work due to a physical disability caused by an occupational incident, the employee shall still receive the shares that are due to them.

3. Transfer: If an employee voluntarily transfers to a related company or another company, the restricted stock awards should be handled in accordance with the "voluntary resignation" method in Clause 2 of this Paragraph. However, employees who are transferred by the Company to the Company's related enterprises or other companies due to the Company's operational needs will not have their existing restricted stock awards affected by the transfer. However, the vesting conditions in Paragraph 3, Article 5 will still apply. And the vesting date the employees must continue to serve in the Company's affiliated companies or other companies that they are assigned to transfer to. Otherwise, it will be deemed that they have not met the vesting conditions, and Company will reclaim such shares without compensation, and the shares shall be written off. The individual performance evaluation of these employees is determined by the Company's Chairman with reference to the performance evaluations provided by related companies or other companies to determine whether the established conditions have been met.

4. Other: If an employee is allocated restricted stock awards in accordance with these Procedures and commits a material misconduct such as violating the Company's employment contract or work rules, and the Company deems the circumstances to be material, the Company has the right to reclaim such shares without compensation, and the shares shall be written off.

IV. Qualifications and conditions for employees and the numbers of shares distributable:

(I) This incentive program is applicable to full-time managers of the Company or specific key personnel of the Company and its subsidiaries who are employed on

5

---

the date of grant of the restricted stock awards and have achieved certain performance. Eligibility is limited to (1) those who have a significant impact on the operational decisions of the Company or its subsidiaries, or (2) key personnel of the Company or its subsidiaries who will contribute to the future core technology and strategic development of the Company or its subsidiaries.

(II) The number of shares that qualified employees will be allocated will be determined based on the Company's operating results, employee's individual title and rank, work performance and other appropriate indicators. The allocation principle will be approved by the Chairman and submitted to the Board of Directors for approval. If the employee being allocated shares is a manager, the approval of the Remuneration Committee shall be required. If the employee being allocated shares is not a manager, the approval of the Audit and Risk Committee shall be required.

V. Calculated expense amount, dilution of the Company's earnings per share (EPS), and other matters affecting shareholder's equity:

(I) Calculated expense amount:

Based on the closing price of NT$141 on December 15, 2025, the estimated total expense amount is approximately NT$423,000 thousand, with the expense amounts from 2026 to 2030 being approximately NT$135,712 thousand, NT$135,712 thousand, NT$82,838 thousand, NT$47,588 thousand and NT$21,150 thousand, respectively.

(II) Dilution of the Company's earnings per share (EPS) and other matters affecting shareholder's equity:

Based on the Company's outstanding shares of 1,066,629,300 as of December 16, 2025, the estimated dilution of EPS is approximately NT$0.13, NT$0.13, NT$0.08, NT$0.04 and NT$0.02 from 2026 to 2030, respectively. The dilution of the Company's EPS is limited and has no significant impact on the shareholders' equity.

6

---

Attachment 2

The Company's subsidiary, Leading Interconnect Semiconductor Technology (Shenzhen) Co., Ltd. intends to apply for listing on the Hong Kong Stock Exchange is explained as follows:

I. The purpose of the subsidiary applying for listing on an overseas securities market: The Company's subsidiary, Leading Interconnect Semiconductor Technology (Shenzhen) Co., Ltd. (which is expected to be restructured into Leading Interconnect Semiconductor Technology (Shenzhen) Co., Ltd., hereinafter referred to as "Leading Technology"), considering its business development, industry characteristics and future growth, intends to evaluate listing on the Hong Kong Stock Exchange (hereinafter referred to as "HKEX") (hereinafter referred to as "the Listing") in order to enhance the flexibility of its overall capital structure and corporate brand image, increase its recognition in the international market, and attract international strategic investors and outstanding talents.

II. Impact on the Company's finances and operations, anticipated organizational and business restructuring, and the impact of the restructuring on the Company:

(I) Financial impact:

If Leading Technology successfully completes its listing on the HKEX, it will be able to access diversified financing channels in the international capital markets to raise funds. These funds will be used to supplement operating funds, support business expansion, and advance technology development, while also helping to optimize its financial structure and enhance capital allocation flexibility, thereby facilitating further business growth. This is expected to contribute positively to the net profit attributable to the Company as the parent company. Although the issuance of new shares may dilute the Company's shareholding in the subsidiary, such dilution will not result in gains or losses. Instead, it is expected to increase the Company's shareholders' equity and, overall, enhance total shareholder value.

(II) Business impact:

Leading Technology mainly engages in semiconductor-related businesses, an industry characterized by high capital intensity, technology orientation, and concentrated talent. The Listing is expected to enhance the Company's visibility and credibility across the semiconductor value chain and in international markets, thereby having a positive impact on the overall business development of the Company.

(III) Anticipated organizational restructuring and its impact:

The Company expects to continue indirectly holding its equity in Leading Technology through Monterey Park Finance Limited and its subsidiaries. Accordingly, Leading Technology will remain a subsidiary of the Company, and the Group's organizational structure will not undergo any material changes as a result of the Listing. Therefore, no significant impact on the Company is anticipated.

(IV) Business restructuring and its impact on the Company:

Leading Technology's Listing is primarily intended to support its long-term

---

business development and capital market strategy, with the aim of enhancing corporate value. The nature of its business will not undergo any material changes, and the Listing is expected to have a positive impact on the Company's long-term development.

III. Subsidiary shareholding dilution structure, expected reduction in shareholdings, pricing basis, and transferees or target investors:

(I) Subsidiary shareholding dilution structure and expected reduction in shareholding ratio:

The par value of the newly issued shares is RMB 1 per share. In accordance with the relevant regulations of the listing location, the number of new shares to be issued is preliminarily expected to represent approximately 15% of the total issued share capital of Leading Technology after the Listing. However, the final number of shares issued and the shareholding ratio will be determined by Leading Technology in consultation with securities firms, and will depend on applicable laws and listing regulations, capital needs, communication with relevant competent authorities and stock exchanges, and market conditions.

(II) Pricing basis:

The offering price for the Listing will be determined in accordance with international market practices, taking into full consideration the interests of existing shareholders, investor acceptance, and offering risks. It will be set with reference to prevailing domestic and international capital market conditions at the time of issuance, general valuation benchmarks within the industry, and market demand. Based on the results of the roadshow and book-building process, the final offering price will be determined through consultation between the Board of Directors of Leading Technology or its authorized representatives, as delegated by the shareholders' meeting, and the lead underwriters.

(III) Transferees or target investors:

In accordance with applicable listing regulations, the new shares to be issued under the Listing will be offered to qualified institutional investors participating in the price discovery process, as well as eligible individual and corporate investors. All investors must comply with the requirements set forth by the HKEX, the Securities and Futures Commission (Hong Kong), the China Securities Regulatory Commission, and other relevant laws and regulations.

IV. Whether the Company's continued listing in Taiwan will be affected:

The Listing is the listing of the Company's subsidiary, Leading Technology, on the HKEX. Based on the aforementioned comprehensive assessment of the financial and business impacts, it will not affect the Company's continued listing on the Taiwan Stock Exchange.

V. Other matters for explanation:

(I) Leading Technology is proceeding with the Listing in consideration of its long-term

8

---

development. However, no formal application has been submitted at this stage, and the actual timing of submission and the duration of the application process remain subject to uncertainty and unpredictability.

(I) To facilitate the Listing and meet other necessary requirements, authorization has been sought from the Board of Directors, and it is proposed for the shareholders’ meeting to further authorize the Chairman or their designated representative, and/or the Board of Directors of Leading Technology or their designated representative, to make necessary adjustments based on the implementation of the Listing plan, the opinions of competent authorities, and applicable laws and regulations in Taiwan, the listing location, and other relevant jurisdictions, as well as market conditions and practical needs. Such authorization includes full discretion to handle all matters relating to the Listing for both the Company and Leading Technology, including but not limited to: engaging independent experts to issue opinions on the fairness of historical pricing for equity distribution and its impact on shareholders’ equity; selecting and appointing external professional advisors such as consultants and sponsors; determining key offering terms, including timing, size, proportion, issuance method, pricing mechanism, offering price (including price range and final price), record date, and allocation arrangements (including allocation ratio and offerees); handling over-allotment arrangements; determining the use of proceeds; executing continuing connected transaction framework agreements in accordance with the requirements of the HKEX; issuing undertaking letters (including non-compete undertakings), confirmation letters, and other listing application documents; managing all matters relating to the “full circulation” arrangement (including, but not limited to, executing authorization documents, issuing share lock-up undertakings and compliance confirmations, determining the size and proportion of shares under “full circulation,” and preparing other necessary documentation); and handling all other matters in connection with the Listing.

9