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Ying Han Technology Co., Ltd. Proxy Solicitation & Information Statement 2026

Apr 22, 2026

52408_rns_2026-04-22_6d5a1c1d-c7b3-4bdd-b8d1-be97a8752343.pdf

Proxy Solicitation & Information Statement

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Ying Han Technology Co., Ltd.
Year 2026

Notice of Annual Meeting of Shareholders

(Summary Translation)

I. The 2026 Annual General Meeting will be held at 9:00 AM on Wednesday, 27 May 2026 at No. 50, Keji 1st Rd., Annan Dist., Tainan City, Taiwan (Audio-Visual Center of Ying Han Technology Co., Ltd.)

II. The meeting agenda includes:

  1. Reporting Items :
    (1) 2025 Business Report
    (2) 2025 Audit Committee’s Review Report
    (3) Report of 2025 Private Offering of Ordinary Shares
    (4) Report of 2021 Capital Injection and Sound Business Plan
    (5) Report the company's accumulated losses have reached half of its capital

  2. Ratification Items :
    (1) 2025 Business Report and Financial Statements
    (2) Proposal for 2025 Deficit Compensation

  3. Discussion Items :
    (1) Private Offering of Ordinary Shares

  4. Questions and Motions :

III. Please refer to the fifth page of this notice for relevant instructions on the private placement of ordinary shares handled by our company.

IV. If the agency of this meeting involves the matters specified in Article 172 of the Company Act, in addition to being listed in the convening notice, the main content shall be posted on the MOPS (website: http://mops.twse.com.tw, click “basic information/e-book/annual report and Shareholders’ Meeting related data (including the depository receipts)”), which shall be inquired by inputting the code of the Company, selecting and year and Shareholders’ Meeting related data.

V. According to Article 165 of the Company Act, the stock transfer is not allowed from March 29, 2026 ~ May 27, 2026. For account opening procedures, the seal and signature card is needed to hand in. please contact the Transfer Agency Department of Taishin Securities Co., Ltd.

VI. If members solicit proxies to attend this General Shareholders’ Meeting, the Company will compile a summary statement and disclose the content on the website of Securities & Futures Institute before April 24, 2026. To inquire the details, investor may visit


https://free.sfi.org.tw and specify the conditions for inquiry. The proxies of this General Shareholders' Meeting shall be tallied and verified by the Transfer Agency Department of Taishin Securities Co., Ltd.

VII. Each attendance card and proxy form will be attached in this meeting notice besides the announcement on MOPS. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance card from and carry it to the check-in desk on the day of the meeting (don't send it back). In the case that an agent is entrusted to attend the meeting, the shareholder shall sign or stamp on the proxy form and personally fill out the related information of the agent, then deliver the proxy form to the Transfer Agency Department of Taishin Securities Co., Ltd. at least 5 days prior to the day of the meeting.

VIII. In this Shareholders Meeting, the shareholders may exercise their voting right in an electronic way during the period April 25, 2026–May 24, 2026. Please log in the Shareholder-E-Service/stockservices platform of Taiwan Depository & Clearing Corporation (website: http://www.stockservices.tdcc.com.tw) for voting based on the related instructions.

IX. The shareholders attending this meeting shall carry the ID card for verification.

X. These regulations should be abided and applied.

※ No souvenir will be distributed in this Shareholders' Meeting

Sincerely,

Board of Directors of Ying Han Technology Co., Ltd.

Thr relevant instructions on the private placement of ordinary shares handled by our company :

  1. To have sufficient working capital and to fulfill the future development needs of the Company, we proposed to the shareholder's meeting to authorize the Board of Directors for the private offering of ordinary shares within the limit of 20,000,000 shares with a par value of NT$10 per share. We also propose to the shareholder's meeting to authorize the Board of Directors for raising funds in one or multiple issuances (not exceeding 4 times) within one year from the date of the resolution depending on the market status and operation needs.

  2. Description items required by Article 43-6 of the Securities and Exchange Act:

(1) Basis for the pricing and rationality:

The price of the private offering of ordinary shares shall not be lower than 80% of the higher result of the two following calculations before the pricing date:


(1) The simple average closing price of the 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.

(2) 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.

(3) The actual pricing date and private offering price shall not be lower than 80% of the resolution of the shareholders' meeting. The Board of Directors is authorized to determine the price depending on the market and the Company operational condition at the time of the issuance.

(4) Since the privately offered securities cannot be freely transferred within three years after the delivery date, their liquidity is relatively low. Therefore, the pricing method for this private offering of ordinary shares may be considered reasonable.

(5) If the subscription price of the private offering of ordinary shares is lower than the par value due to the fluctuation of the trading price in the centralized trading market, this reflects the market price conditions and should be considered reasonable. If the increase in losses has affected the shareholders' rights, the Company shall handle it through methods such as earnings, capital reserves, or reduction of capital, depending on the future business and market conditions.

(2) Selection method for designated persons:

The targets for the private offering are limited to designated persons who comply with requirements under Article 43-6 of the Securities Exchange Act and the Letter No.: (91)-Tai-Cai-Certificate(1) No. 0910003455 on June 13, 2002.

(1) Selection methods and purpose designated persons: The priority consideration is given to those who can benefit the future business and operation of the Company and comply with the regulation.

(2) Insiders or related parties as subscribers: The list of insiders or related parties as the subscriber, selection method and purpose, relation with the Company, and information required to be disclosed when the subscriber is a juristic person is attached as follow :

Subscriber Selection method and purpose Relation with the Company
Ying Lin Investment Co., Ltd. Selecting the designated persons according to item 3, paragraph 1, Article 43-6, the Securities and Exchange Act. Selecting the subscriber who may directly or indirectly benefit the future operation of the Company Director

Hu, Ping-Kun Same as above Representative Director & Chairman of the Board
Hu, Ping-Nan Same as above Representative Director
Hu, Chun-Chia Same as above Director & Managing Director
Hu, Bo-Xiang Same as above Director
Fang, Ying-Tong Same as above Director
Chen, Ya-Fen Same as above Vice president
He, Meng-Jie Same as above Vice president
Huang, Kuo-Chang Same as above CFO
HU ZHI LUN Same as above First-degree relative of Legal representative Director of YHT

The following issue shall be disclosed when the subscriber is juristic person shareholder:

Juristic person subscriber Name of top 10 shareholders Shareholding Relation with the Company
Ying Lin Investment Co., Ltd. Ying Lin Machine Industrial Co., Ltd. 100% Investor with significant influence

(3) Necessary reason for the private offering:

(1) Reason not to adopt public offering: Compared to the feasibility, timeliness, and issuance cost of public offerings, private offerings are timelier and more convenient, and are less affected by uncertainties in the capital market. Therefore, it is necessary to raise funds through the private offering to designated persons at an appropriate time.

(2) Maximum private offering: We proposed that the shareholders' meeting authorize the Board of Directors to conduct a private offering of ordinary shares within the limit of 20,000,000 shares, one or more times, within one year from the date of the resolution depending on the market status and operation needs within one year from the date of the resolution depending on the market status and operation needs (up to maximum of 4 times).

(3) How to use the funds raised from private offerings and the estimated benefit: How to use the funds: To increase the working capital and repay bank loans.


Estimated benefit: To improve the financial structure, and enhance company operations and profitability.

  1. After conducting this private offering, based on the limit of 20,000,000 ordinary shares for this private offering, the number of shares issued will be approximately 22.85% of paid-in capital and there is expected to be more than one participant in this private offering. Therefore, it is not expected to result in any significant changes to management rights from 1 year before private offering to 1 year after the assurance of the ordinary shares.

  2. The ordinary shares by private offering shall have the same obligation and authority as the outstanding ordinary shares. Unless specified by Article 43-8 of the Securities and Exchange Act, they cannot be transferred within three years after the delivery date, and after three years from the delivery date, they shall be declared for public offering and listed for trading under relevant regulations.

  3. If matters related to this private offering, except for the pricing factor, need to be changed or amended due to legal revisions or regulations by competent authorities, or based on operational evaluation or objective environmental impact, we will propose that the shareholder's meeting to authorize the Board of Directors to fully handle it under regulations and market conditions at that time.

  4. We propose that the shareholders' meeting authorize the chairman of the board to sign contracts or documents and to handle related matters related to the private offering of ordinary shares on behalf of the Company.

  5. Investors wishing to inquire about private equity information can visit the Private Equity section of the Public Information Observation Station (website: https://mops.twse.com.tw) or the company website (website: http://www.ylm.com.tw).