Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

In Win Development Inc. Proxy Solicitation & Information Statement 2026

May 13, 2026

52504_rns_2026-05-13_c55d4ed2-c8c7-4f4b-b03a-ca6c1678559a.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

Meeting Notice

I. The 2026 annual general meeting will be held on June 23, 2026 (Tuesday) at 9:00 a.m. (time for shareholder registration: 8:30 a.m.; the check-in location is the same as the meeting place) at No. 108, Sec. 1, Nankan Road, Luzhu District, Taoyuan City, Taiwan (Monarch Skyline Hotel). The main contents of the meeting are as follows: (1) Report matters: 1. Operating and financial report of 2025. 2. Report of the Audit Committee on the review of the 2025 financial statement. 3. Report of the Company's external endorsements and guarantees. 4. Report of the "Procedures for Lending Funds to Others" of the Company. 5. Report of the implementation of the first and second domestic unsecured convertible corporate bonds issued by the Company. 6. Report of the distribution of employee compensation and director remuneration for 2025. (II) Recognition: 1. Recognition of the 2025 financial statement. 2. Recognition of the 2025 earnings distribution proposal (III) Discussion matters: 1. Revision of some articles of "Operating Procedure for the Acquisition or Disposal of Assets" of the Company. 2. Proposal for distribution of cash dividends to shareholders from capital surplus. (IV) Exempt motion

II. Explanation of the Board of Directors' resolution on the distribution of shareholder dividends:

(I) (1) Cash dividend from earnings (NTD/share): 0.50000000 (2) Cash distribution from capital surplus (NTD/share): 1.50000000 (3) Total amount of cash (dividends) distributed to shareholders (NTD): 185,121,823.

(II) Explanation of the proposal for distributing cash dividends to shareholders from earnings:

  1. The Company plans to distribute a total of NT$46,280,456 in cash dividends from earnings, based on the shareholding recorded in the shareholders' register on the record date for cash distribution. Each share will receive NT$0.5 in cash. Should there be any changes in relevant laws or approvals by regulatory authorities, or any changes in the number of issued common shares of the Company (e.g., conversion of convertible bonds), resulting in an adjustment to the number of shares outstanding and thereby affecting the dividend distribution ratio, the Chairman is authorized to handle and adjust the distribution at full discretion.

  2. The Chairman is also authorized to determine the ex-dividend date, dividend payment date, and other related matters for this cash dividend distribution.

  3. Cash dividends to be distributed to each shareholder will be calculated and rounded down to the nearest dollar. The total amount of fractional shares less than one dollar will be transferred to the Employee Welfare Committee's fund of the Company.

(III) Explanation of the proposal for distributing cash dividends to shareholders from capital surplus:

  1. The Company plans to distribute NT$138,841,367 from the capital surplus derived from share premium on the issuance of shares (originating from cash capital increase), based on the shareholding recorded in the shareholders' register on the record date for capital surplus distribution. Each share will receive NT$1.5 in cash.

  2. Should there be any changes in relevant laws or approvals by regulatory authorities, or any changes in the number of issued common shares of the Company (e.g., conversion of convertible bonds), resulting in an adjustment to the number of shares outstanding and thereby affecting the dividend distribution ratio, it is proposed that the shareholders authorize the Chairman to handle and adjust the distribution at full discretion.

  3. Cash dividends will be calculated and rounded down to the nearest dollar. The total amount of fractional shares less than one dollar will be transferred to the Employee Welfare Committee's fund of the Company.

  4. Upon approval of this capital surplus distribution proposal by the shareholders' meeting, the Chairman will be authorized to determine the record date, payment date, and other related matters.

III. According to Article 165 of the Company Act, the transfer of shares is suspended from April 25, 2026 to June 23, 2026.

IV. In addition to making a public announcement, the Company is pleased to present the attendance card for the regular shareholders' meeting and the proxy form enclosed herewith. Looking forward to your attendance. If you are attending the meeting in person, please fill in the first copy of the attendance card and bring it to the meeting place on the day of the meeting. If you entrust a proxy to attend the meeting, please fill in the second copy of the proxy form and the first attendance card, fold them and mail back. Please deliver the form five days prior to the meeting date. Please return the information to the Company's stock agent, Shareholders Service Dept. of the President Securities Corporation. After the information is confirmed to be correct, fill in the attendance sign-in card and mail it to your stock agent for receipt, and the card is the basis for attending the annual general meeting of shareholders. Shareholders, solicitors, proxy agents and designated representatives shall bring along "the original identity card with photo" when attending the shareholders' meeting for verification; if the legal person appoints a representative, a signed legal Letter of Appointment under the Articles of Incorporation shall be presented.

V. If a shareholder requests for proxy solicitation, the Company prepares a summary of the proxy solicitation information, and discloses it on the website of the Securities and Futures Institute (https://free.sfi.org.tw) before May 22, 2026. If investors want to inquire, they can directly enter the website address, and then go to the "Announcement of Proxy Statement Free Inquiry System" and enter the inquiry criteria.

VI. Shareholders may exercise their voting rights electronically during the annual general meeting from May 23, 2026 to June 20, 2026. Please log in to the "Shareholder e-Service" webpage of Taiwan Depository & Clearing Corporation, and follow the relevant instructions for voting. (URL: https://stockservices.tdcc.com.tw)

VII. The statistic verification institution for the Company's shareholders meeting Power of Attorney is the Shareholders Service Department of President Securities Corporation.

VIII. For any matters that are enumerated and explained in the agenda of the meeting as required by Article 172 of the Company Act, please visit the Market Observation Post System (https://mopsplus.twse.com.tw/mops/#/web/t57sb01_q5). Click single company/e-document download/annual reports and shareholder meetings, enter the Company Code "6117" and the year "2026," and then select "Reference Data for Shareholders' Meetings" or "Meeting Handbooks and Supplementary Information."

IX. Please proceed accordingly.

To:

Shareholder

IN WIN DEVELOPMENT INC.