inwin

Stock code:6117

IN WIN DEVELOPMENT INC.

2026

General Shareholders' Meeting

Meeting Handbook

Meeting Time: 9:00 a.m., June 23, 2026 (Tuesday)

Meeting place: No. 108, Section 1, Nankan Road, Luzhu District, Taoyuan City (Monarch Skyline International Hotel)

Convening method of shareholders' meeting: entity shareholders' meeting

Page

I. Meeting procedure ... 1
II. Procedure of shareholders' meeting ... 2
III. Reporting matters ... 3
IV. Admitted matters ... 4
V. Matters for Discussion ... 5
VI. Other proposal and extempore motions ... 6
VII. Attachment
1. The Company's operating report and financial statement in 2025 ... 7
2. Audit Committee's review report on 2025 annual final account documents ... 9
3. The execution of the Company's first and second domestic unsecured convertible bonds issuance report ... 11
4. The Company's Auditor report and financial statement in 2025 ... 12
5. 2025 Earnings distribution statement ... 31
6. Comparison table of the provisions before and after amendment to the Procedures for Acquisition or Disposal of Assets (including subsidiaries). ... 32
7. Articles of association of the Company ... 36
8. Rules of procedure of shareholders' meeting ... 41
9. Shareholdings of Directors and Independent Directors of the Company ... 44

IN WIN DEVELOPMENT INC.

Meeting Procedure of the 2026 Annual Shareholders' Meeting

I. Announce the opening of the meeting (report the number of shares attended)
II. Opening remarks by the chairman
III. Reporting matters
IV. Admitted matters
V. Matters for Discussion
VI. Other proposal and extempore motion
VII. End of the meeting

IN WIN DEVELOPMENT INC.

Meeting Agenda of the 2026 Annual Shareholders' Meeting

I. Meeting Time: 9:00 a.m., June 23, 2026 (Tuesday)
II. Meeting place: No. 108, Section 1, Nankan Road, Luzhu District, Taoyuan City (Monarch Skyline International Hotel)
III. Convening method of shareholders' meeting: The Company holds an entity shareholders' meeting
IV. Announce the opening of the meeting (report the number of shares attending)
V. Opening remarks by the chairman
VI. Reporting matters:
(I) The Company's operating report and financial statement in 2025.
(II) Audit Committee's review report on 2025 annual final statement report.
(III) The Company's external endorsements and guarantees report.
(IV) The Company's report on loaning funds to others.
(V) The execution of the Company's first and second domestic unsecured convertible bonds issuance report.
(VI) The Company's 2025 annual employee and director remuneration distribution report.
VII. Admitted matters:
(I) The Company's 2025 annual final statements, is submitted for approval.
(II) The Company's 2025 annual earnings distribution statement, is submitted for approval.
VIII. Matters for Discussion
(I) Amendment to the "Procedures for the Acquisition or Disposal of Assets (including Subsidiaries)" of the Company, is submitted for discussion.
(II) The Company's distribution of cash dividends from capital reserve, is submitted for discussion.
IX. Other proposal and extempore motions
X. End of the meeting.

Reporting matters

I. Subject: The Company's operating report and financial statement in 2025. (Proposed by the Board of Directors)

Description: For operating report and financial statement in 2025, please refer to Attachment I (Page 7).

II. Subject: Audit Committee's review report on 2025 annual final statement report. (Proposed by the Board of Directors)

Description: Please refer to Attachment II (Page 9) for audit report of the Audit Committee.

III. Subject: The Company's external endorsements and guarantees report. (Proposed by the Board of Directors)

Description:
1. Handled in accordance with the Company's Procedures for Endorsements and Guarantees.
2. External Endorsements/Guarantees:
(1) According to the resolution of the 4th meeting of the 13th term of Board of Directors on November 8, 2024, the subsidiary in Malaysia, IN WIN ASIA SDN.BHD, has established a financing facility with a bank in response to the financing needs of the factory, and the parent company is required to make an endorsement/guarantee for the subsidiary.
(2) The amount of endorsements/guarantees is: MYR 60 million (equivalent to about USD 14.77 million; NTD 464 million); as of December 31, 2025, the actual amount drawn under the endorsement/guarantee was MYR 59.56 million.
(The maximum amount of endorsements/guarantees by the Company for a single subsidiary is NTD 1.22 billion)

IV. Subject: The Company's report on loaning funds to others.

Description:
1. Handled in accordance with the Company's Operating Procedures for Loaning Funds to Others.
2. Operating Procedures for Lending Funds to Others:
(1) According to the resolution of the 8th meeting of the 13th Board of Directors on May 8, 2025, the Malaysian subsidiary, IN WIN ASIA SDN. BHD., requires funding for the construction of its plant and its operations.
(2) The loan amount is USD 5 million (approximately NTD 157 million); as of December 31, 2025, the actual amount drawn was USD 5 million.
(The maximum amount of loans by the Company to any single company is NTD 610 million.)

V. Subject: The execution of the Company's first and second domestic unsecured convertible bonds issuance report. (Proposed by the Board of Directors)

Description: Report on the execution of the Company's first and second domestic unsecured convertible bonds issuance in accordance with law. Please refer to Attachment III (Page 11).

VI. Subject: The Company's 2025 annual employee and director remuneration distribution report. (Proposed by the Board of Directors)

Description:
1. In accordance with Article 21 of the Company's Articles of Incorporation, if the Company's annual pre-tax net income before deducting employee and director remuneration is profitable, 2% to 10% of such net income shall be allocated as employee remuneration (of which no less than 1% shall be distributed to non-executive employees), and no more than 3% shall be allocated as director remuneration.
2. The Company has allocated NTD 9,211,384 as employee remuneration and NTD 2,302,846 as director remuneration, both of which were distributed in cash.

Admitted matters

I. Subject: The Company's 2025 annual final statements, is submitted for approval. (Proposed by the Board of Directors)

Description:
1. The Company's consolidated financial statements and parent company only financial statements for the year ended December 31, 2025 have been audited by Ernst & Young, and the final accounts have been reviewed by the Audit Committee.
2. Please acknowledge the operating report, balance sheet, comprehensive income statement, statement of changes in equity and cash. Please refer to Attachment IV (Pages 12 to 30) for the flow chart.

Resolution:

II. Subject: The Company's 2025 annual earnings distribution statement, is submitted for approval. (Proposed by the Board of Directors)

Description: The Company's 2025 Statement of Earnings Distribution has been approved by the Audit Committee and proposed by the Board of Directors in accordance with the Company Act and the Company's Articles of Incorporation. Please refer to Attachment 5 for details (Page 31).

Resolution:

Matters for Discussion

I. Subject: Amendment to the "Procedures for the Acquisition or Disposal of Assets (including Subsidiaries)" of the Company, is submitted for discussion.

Description: (I) To comply with relevant regulations, certain provisions of the "Procedures for Acquisition or Disposal of Assets (including Subsidiaries)" are proposed to be amended. Please refer to Attachment 6 for the comparison table of the original and amended provisions (Page 32).

Resolution:

II. Subject: The Company's distribution of cash dividends from capital reserve, is submitted for discussion.

Description: 1. The Company intends to distribute NTD 138,841,367 of the additional paid-in capital (from the capital reserve generated from the cash capital increase) to shareholders in cash at a cash base date based on the shareholding ratio recorded in the shareholder registry, with a cash dividend of NTD 1.5 per share.

In the event of any changes in laws or amendments approved by the competent authorities, or changes in the Company's outstanding common shares (e.g., conversion of convertible corporate bonds) that affect the number of shares outstanding and thereby alter the dividend distribution ratio, it is proposed that the shareholders' meeting authorize the Chairman to have full authority to handle and make necessary adjustments.
The cash dividends for this distribution shall be calculated and rounded down to the nearest whole NTD; any fractional amounts less than one NTD shall be discarded, and the total of such unallocated amounts will be transferred to the Company's Employee Welfare Committee.
This capital reserve distribution plan shall be implemented upon approval by the shareholders' meeting, and the Chairman is authorized to determine the record date, payment date, and other related matters.

Resolution:

Other proposals and extraordinary motions

End of the meeting

Attachment 1

Operating report

In 2025, due to the impact of U.S. tariffs and geopolitical tensions such as the U.S.-China rivalry, the global economy remained unstable. However, thanks to the dedicated efforts of all employees, the Company achieved consolidated revenue of NTD 3,222,227 thousand in 2025, representing a significant growth of 11.78% compared to 2024. Net profit before tax also saw a substantial increase of 19.19% compared to 2024.

The Company's 2026 business plan outline

(I) Business policy

Fully promote the sustainable development and operation of ESG for enterprises.
Continue to strengthen the product R&D and system assembly capabilities of water-cooling servers.
Continue to strengthen the assembly capacity of AI server system and expand production capacity.
Continue to strengthen the brand building and market expansion in the retail market.
Fully promote and implement the expansion strategy of "MADE IN USA".
Implement the Malaysia subsidiary's expansion plan under the TAIWAN+1 strategy.

(II) Analysis of operating income and expenditure and profitability:

Unit: NTD 1,000

Item \ Year	2025	2024
Financial income and expenditure	Business income	3,222,227
Business gains (loss)	466,269	348,890
Non-business income (expenditure)	(25,664)	20,782
Net profit after tax (loss)	345,934	368,293
Profitability	Return on assets (%)	7.77
Return on shareholders' equity (%)	16.94	23.90
Percentage of paid-up capital	Business gains (%)	50.38
Net profit before tax (%)	47.61	40.81
Net profit rate (%)	10.74	12.78
Earnings per share (NTD)	Basic EPS	3.77
Diluted EPS	3.63	3.94

(III) Future prospect

The Company continues to strengthen its diversified development strategy, focusing on servers, storage equipment, gaming peripherals, and brand promotion as its core business direction. Efforts will continue to expand new products and develop new markets to avoid operational volatility caused by dependence on a single product line. Looking ahead to 2026, uncertainties in the international landscape are expected to remain. Nevertheless, the Company expects the Malaysia plant to be completed and commence production in 2026 in order to address the impact of geopolitical developments and tariffs, while also making every effort to expand into new markets to enhance revenue and profitability and create greater value for shareholders.

Chairman: Lai Wenxian Manager: Huang Guohui Accounting officer: Huang, Hsiang-Ting

Attachment 2

IN WIN DEVELOPMENT INC.

Audit report of the Audit Committee

The Board of Directors prepared the Company's 2025 annual business report, and financial statements, among which the financial statements were audited by Ernst & Young Accounting Firm which issued an audit report.

The above-mentioned business report, and financial statements have been audited by the Audit Committee and were not found to be inconsistent, so they are reported as above in accordance with the relevant provisions of the Securities Exchange Act and the Company Act. Please review.

In Win Development Inc.

Convener of the Audit Committee: Hung, Sheng-Min

March 12, 2026

IN WIN DEVELOPMENT INC.

Audit report of the Audit Committee

The Board of Directors has prepared the Company's 2025 earnings distribution proposal and issued an audit report.

The above-mentioned earnings distribution proposal have been audited by the Audit Committee and were not found to be inconsistent, so they are reported as above in accordance with the relevant provisions of the Securities Exchange Act and the Company Act. Please review.

In Win Development Inc.

Convener of the Audit Committee: Hung, Sheng-Min

May 7, 2026

Attachment 3

The execution of the Company's first and second domestic unsecured convertible bonds issuance report.

Description: (I) The execution of the Company's first domestic unsecured convertible bonds issuance report.

For the purpose of repaying bank loans, the Company has obtained approval from the Financial Supervisory Commission under the letter Jin-Guan-Zheng-Fa-Zi No. 1130340207 dated May 2, 2024, to issue the first tranche of unsecured convertible bonds (In Win Development Inc.) in the total amount of NTD 500 million. The fundraising was completed, and the bonds were issued on May 27, 2024.
The issuance terms and execution conditions are as follows:

(1) The total amount of the Company's first domestic issuance of unsecured convertible bonds is NTD 500 million, with each bond having a face value of NTD 100,000. The bonds were issued at par on May 27, 2024, with a maturity period of three years from the issuance date. The coupon rate is 0%, the initial conversion price at issuance was NTD 84, and the most recent conversion price remains NTD 82.

(2) This case has been carried out as planned and was approved by the TPEx under the letter Zheng-Gui-Zhai-Zi No. 11300042342 dated May 20, 2024. Trading of the bonds OTC at securities firms' business premises commenced on May 27, 2024.

(3) In 2024 and 2025, 2,992 bond units were converted into common shares, totaling 3,562,091 shares. As of the cut-off date, the remaining unconverted bond units amount to 2,008 units, and the outstanding balance of the convertible corporate bonds yet to be exercised is NTD 200,800,000.

(II) The execution of the Company's second domestic unsecured convertible bonds issuance report:

For the purpose of repaying bank loans, the Company has obtained approval from the Financial Supervisory Commission under the letter Jin-Guan-Zheng-Fa-Zi No. 1140340345 dated May 2, 2025, to issue the second tranche of unsecured convertible bonds (In Win Development Inc.) in the total amount of NTD 500 million. The fundraising was completed, and the bonds were issued on May 28, 2025.
The issuance terms and execution conditions are as follows:

(1) The total amount of the Company's second domestic issuance of unsecured convertible bonds is NTD 500 million, with each bond having a face value of NTD 100,000. The bonds were issued at par on May 28, 2025, with a maturity period of three years from the issuance date. The coupon rate is 0%, the initial conversion price at issuance was NTD 79.3, and the most recent conversion price remains NTD 77.4.

(2) This case has been carried out as planned and was approved by the TPEx under the letter Zheng-Gui-Zhai-Zi No. 11400041062 dated May 21, 2025. Trading of the bonds OTC at securities firms' business premises commenced on May 28, 2025.

(3) In 2024, 258 bond units were converted into common shares, totaling 333,317 shares. As of the cut-off date, the remaining unconverted bond units amount to 4,742 units, and the outstanding balance of the convertible corporate bonds yet to be exercised is NTD 474,200,000.

Attachment 4

Independent Auditors' Report Translated from Chinese

To In Win Development Inc.

Opinion

We have audited the accompanying consolidated balance sheets of In Win Development Inc. (the "Company") and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audit of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

Operating revenues recognized by the Company and its subsidiaries amounted to NTD 3,222,227 thousand for the year ended December 31, 2025 primarily derived from the production and sales of computer cases and server. To reflect different market demands, the various trade terms of different contracts and the fact that some of the sales orders included delivery services, management needed to review the sales orders or contracts to determine the performance obligations and the timing of satisfaction, there is a significant risk in revenue recognition. Therefore, we considered this a key audit matter.

Our audit procedures included, but not limited to, assessing the appropriateness of the accounting policy of revenue recognition; evaluating and testing the operating effectiveness of internal controls with respect to revenue recognition; selecting samples to perform tests of details and reviewing related transaction certificates and the significant terms and conditions of contracts to verify the accuracy of the timing of performance obligation satisfaction; perform procedures to test revenue cutoff at the period-end date to determine whether transactions are recorded in the proper period, perform analytical procedures to completeness using disaggregated revenue data to ensure revenue was recognized at appropriate timing.

We also assessed the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the Company's consolidated financial statements.

Other Matters- Making Reference to the Audit of Other Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NTD 277,531 thousand and NTD 298,873 thousand, constituting 5% and 7% of consolidated total assets as of December 31, 2025 and 2024, respectively, and total operating revenues of NTD 394,784 thousand and NTD 331,544 thousand, constituting 12% of consolidated operating revenues for the years ended December 31, 2025 and 2024, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.

/s/Chang, Cheng-Tao

/s/Wang, Ning-Kuan

Ernst & Young, Taiwan
March 12, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Consolidated Financial Statements Originally Issued in Chinese
IN WIN DEVELOPMENT INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Assets	Notes	2025	2024
Current assets
Cash and cash equivalents	4,6(1)	$839,711	$624,733
Financial assets at fair value through profit or loss, current	4,6(2)	37	-
Financial assets at amortized cost, current	4,6(3)	68,895	35,804
Contract assets, current	4,6(16),6(17)	151	-
Accounts receivable, net	4,6(4),6(17)	600,697	579,723
Other receivables	4,6(5),6(17)	84,542	28,870
Current tax assets	4,6(22)	416	278
Inventories, net	4,6(6)	552,492	487,117
Prepayments		68,584	31,084
Other financial assets, current	8	116,092	-
Other current assets		1,201	5,129
Total current assets		2,332,818	1,792,738
Non-current assets
Contract assets, non-current	4,6(16),6(17)	-	151
Property, plant and equipment	4,6(7),8	2,541,672	1,862,105
Right-of-use assets	4,6(18)	860,443	228,292
Intangible assets	4,6(8),8	28,851	684
Deferred tax assets	4,6(22)	51,863	72,035
Other financial assets, non-current	8	25,564	-
Other non-current assets	6(9)	44,528	159,741
Total non-current assets		3,552,921	2,323,008
Total assets		$5,885,739	$4,115,746

(continued)

Liabilities and Equity	Notes	As of December 31,
		2025	2024
Current liabilities
Short-term loans	4,6(10)	$300,000	$150,000
Contract liabilities, current	4,6(16)	3,579	73,748
Notes payable		37,505	32,448
Accounts payable		313,733	320,171
Other payables		292,137	264,383
Current tax liabilities	4,6(22)	71,794	33
Lease liabilities, current	4,6(18)	81,249	77,092
Current portion of bonds payable	4,6(12)	193,496	-
Current portion of long-term loans	4,6(13),8	34,144	72,699
Other current liabilities		87,328	15,449
Total current liabilities		1,414,965	1,006,023
Non-current liabilities
Financial liability at fair value through profit or loss, non-current	4,6(11)	803	306
Contract liabilities, non-current	4,6(14)	-	-
Bonds payable	4,6(12)	445,042	282,775
Long-term loans	4,6(13),8	1,261,704	774,313
Deferred tax liabilities	4,6(22)	5,589	2,704
Lease liabilities, non-current	4,6(18)	510,239	157,098
Net defined benefit liabilities, non-current	4,6(14)	25,298	29,800
Guarantee deposits		201	339
Total non-current liabilities		2,248,876	1,247,335
Total liabilities		3,663,841	2,253,358
Equity attributable to the parent company
Capital	4,6(15)
Common stock		925,430	905,833
Certificate of entitlement to new shares from convertible bond		24	4,321
Additional paid-in capital	4,6(15)	666,795	612,762
Retained earnings	4,6(15)
Legal reserve		35,200	-
Special reserve		35,967	35,967
Unappropriated earnings		597,346	352,001
Total retained earnings		668,513	387,968
Other components of equity		(43,056)	(52,788)
Total equity attributable to the parent company		2,217,706	1,858,096
Non-controlling interests	6(15)	4,192	4,292
Total equity		2,221,898	1,862,388
Total liabilities and equity		$5,885,739	$4,115,746

The accompanying notes are an integral part of the consolidated financial statements.

English Translation of Consolidated Financial Statements Originally Issued in Chinese
IN WIN DEVELOPMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)

	Note	For the years ended December 31,
		2025	2024
Operating revenues	4,6(16)	$3,222,227	$2,882,727
Operating costs	6(9),6(19)	(2,221,098)	(2,027,054)
Gross profit		1,001,129	855,673
Operating expenses	6(19)
Sales and marketing expenses		(181,127)	(198,866)
General and administrative expenses		(242,774)	(188,853)
Research and development expenses		(111,751)	(118,153)
Expected credit impairment gains (losses)	6(17)	792	(911)
Subtotal		(534,860)	(506,783)
Operating income		466,269	348,890
Non-operating income and expenses	6(20)
Interest income		11,928	6,331
Other income		9,319	17,896
Other gains and losses		6,357	34,074
Finance costs		(53,268)	(37,519)
Subtotal		(25,664)	20,782
Income from continuing operations before income tax		440,605	369,672
Income tax expense	4,5,6(22)	(94,671)	(1,379)
Net income		345,934	368,293
Other comprehensive income (loss)	4, 6(21)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit pension plans		(2,222)	(20,517)
Income tax related to items that will not be reclassified subsequently		444	4,104
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations		9,756	16,043
Income tax related to Items that may be reclassified subsequently		(24)	(43)
Total other comprehensive income (loss)		7,954	(413)
Total comprehensive income		$353,888	$367,880
Net income attributable to :
Shareholders of the parent		$346,034	$368,414
Non-controlling interests	6(15)	(100)	(121)
		$345,934	$368,293
Comprehensive income attributable to:
Shareholders of the parent		$353,988	$368,001
Non-controlling interests		(100)	(121)
		$353,888	$367,880
Earnings per share (NTD)	6(23)
Basic earnings per share		$3.77	$4.12
Diluted earnings per share		$3.63	$3.94

The accompanying notes are an integral part of the consolidated financial statements.

English Translation of Consolidated Financial Statements Originally Issued in Chinese

IN WIN DEVELOPMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	Equity attributable to the parent company
	Capital		Retained Earnings			Other Components of Equity		Non-controlling Interests	Total Equity
	Common Stock	Certificate of entitlement to new shares from convertible bond	Capital Surplus	Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Total
Balance as of January 1, 2024	$886,500	$-	$485,069	$55,738	$35,967	$(179,648)	$(68,788)	$1,214,838	$4,413
Appropriations and distributions of 2023 earnings:
Legal reserve used to cover accumulated				(55,738)		55,738		-	-
Other changes in additional paid-in capital
Due to recognition of equity component of convertible bonds issued			54,613					54,613
Capital surplus used to offset accumulated deficits			(123,910)			123,910		-	-
Net income for the year ended December 31, 2024						368,414		368,414	(121)
Other comprehensive loss for the year ended December 31, 2024						(16,413)	16,000	(413)
Total comprehensive loss	-	-	-	-	-	352,001	16,000	368,001	(121)
Conversion of convertible bounds		23,654	196,989					220,643
Conversion of certificates of entitlement to new shares from convertible bond	19,333	(19,333)						-	-
Difference Between the Actual Acquisition or Disposal Price of Subsidiary Equity and Book Value			1					1
Balance as of December 31, 2024	$905,833	$4,321	$612,762	$-	$35,967	$352,001	$(52,788)	$1,858,096	$4,292
Balance as of January 1, 2025	$905,833	$4,321	$612,762	$-	$35,967	$352,001	$(52,788)	$1,858,096	$4,292
Appropriations and distributions of 2024 earnings:
Legal reserve appropriate				35,200		(35,200)		-	-
Cash dividends of ordinary share						(63,711)		(63,711)
Other changes in additional paid-in capital
Due to recognition of equity component of convertible bonds issued			86,363					86,363
Capital surplus used to distribute cash dividends			(136,523)					(136,523)
Net income for the year ended December 31, 2025						346,034		346,034	(100)
Other comprehensive income for the year ended December 31, 2025						(1,778)	9,732	7,954
Total comprehensive income	-	-	-	-	-	344,256	9,732	353,988	(100)
Conversion of convertible bounds		15,300	104,193					119,493
Conversion of certificates of entitlement to new shares from convertible bond	19,597	(19,597)						-	-
Balance as of December 31, 2025	$925,430	$24	$666,795	$35,200	$35,967	$597,346	$(43,056)	$2,217,706	$4,192

The accompanying notes are an integral part of the consolidated financial statements.

English Translation of Consolidated Financial Statements Originally Issued in Chinese
IN WIN DEVELOPMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31,
	2025	2024
Cash flows from operating activities:
Net income before tax	$440,605	$369,672
Adjustments to reconcile net income before tax to net cash provided by operating activities:
Depreciation	278,486	240,047
Amortization	913	355
Expected credit impairment losses	(792)	911
Losses on financial assets or liabilities at fair value through profit or loss	217	620
Interest expenses	53,268	37,519
Interest income	(11,928)	(6,331)
(Gains) losses on disposal of property, plant and equipment	(515)	762
(Gains) on disposal of investment in subsidiaries	-	(118)
Changes in operating assets and liabilities:
Accounts receivable	(20,027)	(88,828)
Other receivables	(55,672)	(13,624)
Inventories	(65,375)	97,546
Prepayments	(37,500)	4,092
Other current assets	3,928	(4,162)
Contract liabilities	(70,174)	5,205
Notes payable	5,057	(22,710)
Accounts payable	(6,438)	(120,075)
Other payable	25,930	59,939
Other current liabilities	71,879	(9,426)
Net defined benefit liability	(6,724)	(6,828)
Other non-current liabilities	-	(11)
Cash generated from operations	605,138	544,555
Income tax received (paid)	429	(1,478)
Net cash provided by operating activities	605,567	543,077
Cash flows from investing activities:
Acquisition of financial assets measured at amortized cost	(33,091)	(35,504)
Proceeds from disposal of investment in subsidiaries	-	3,161
Acquisition of property, plant and equipment	(841,748)	(335,040)
Proceeds from disposal of property, plant and equipment	1,953	2,355
Increase in refundable deposits	(15,077)	(1,736)
Decrease in refundable deposits	153	181
Acquisition of intangible assets	(29,082)	(290)
Increase in other financial assets	(141,656)	-
Increase in other non-current assets	(43,065)	(165,265)
Decrease in other non-current assets	173,273	35,328
Interest received	11,928	6,332
Net cash (used in) investing activities	(916,412)	(490,478)
Cash flows from financing activities:
Increase (Decrease) in short-term loans	150,000	(500,000)
Proceeds from issuing bounds	548,670	558,031
Proceeds from long-term loans	835,831	300,000
Repayments of long-term loans	(412,422)	(349,639)
Proceeds from disposal of financial liabilities at fair value through profit or loss	-	(314)
Increase in guarantee deposits	-	152
Decrease in guarantee deposits	(131)	-
Cash payments for the principal portion of the lease liability	(347,914)	(73,759)
Cash dividends	(200,234)	-
Interest paid	(38,252)	(27,522)
Net cash provided by (used in) financing activities	535,548	(93,051)
Effects of exchange rate changes on cash and cash equivalents	(9,725)	5,086
Net increase (decrease) in cash and cash equivalents	214,978	(35,366)
Cash and cash equivalents at beginning of year	624,733	660,099
Cash and cash equivalents at end of year	$839,711	$624,733

The accompanying notes are an integral part of the consolidated financial statements.

Independent Auditors' Report Translated from Chinese

To In Win Development Inc.

Opinion

We have audited the accompanying balance sheets of In Win Development Inc. (the “Company”) as of December 31, 2025 and 2024, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).

In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audit of Other Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and their financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

Operating revenues recognized by the Company amounted to NTD 3,086,799 thousand for the year ended December 31, 2025 primarily derived from the production and sales of computer cases and server. To reflect different market demands, the various trade terms of different contracts varied and the fact that some of the sales orders included delivery services, management needed to review the sales orders or contracts to determine the performance obligations and the timing of satisfaction, there is a significant risk in revenue recognition. Therefore, we considered this a key audit matter.

We also assessed the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the parent company only financial statements.

Other Matters- Making Reference to the Audit of Other Auditors

We did not audit the financial statements of certain associates accounted for under the equity method whose statements are based solely on the reports of the other auditors. These associates under equity method amounted to NTD 164,776 thousand and NTD 187,703 thousand, representing 3% and 5% of total assets as of December 31, 2025 and 2024, respectively. The related shares of profits from the associates under the equity method amounted to NTD (18,180) thousand and NTD (18,864) thousand, representing (4)% and (5)% of the net income before tax for the years ended December 31, 2025 and 2024, respectively, and the related shares of other comprehensive income from the associates under the equity method amounted to NTD 8,483 thousand and NTD 9,727 thousand, representing (107)% and (2,355)% of the other comprehensive income for the years ended December 31, 2025 and 2024, respectively.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

/s/Chang, Cheng-Tao

/s/Wang, Ning-Kuan

Ernst & Young, Taiwan

March 12, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

26
2025

Assets	Notes	As of December 31,
		2025	2024
Current assets
Cash and cash equivalents	4, 6(1)	$612,703	$471,339
Financial assets at fair value through profit or loss, current	4, 6(2)	37	-
Accounts receivable, net	4, 6(3), 6(17)	500,165	484,870
Accounts receivable - related parties, net	4, 6(3), 6(17), 7	182,650	141,541
Other receivables	6(4)	84,649	28,625
Other receivables-related parties	7	204,633	-
Current tax assets	4, 6(22)	387	254
Inventories, net	4, 6(5)	402,451	363,094
Prepayments		54,873	16,363
Other current assets		1,143	4,772
Total current assets		2,043,691	1,510,858
Non-current assets
Investments accounted for under the equity method	4, 6(6)	820,702	526,832
Property, plant and equipment	4, 6(7), 7, 8	1,881,843	1,791,223
Right-of-use assets	4, 6(18)	542,860	169,173
Intangible assets	4, 6(8)	28,794	617
Deferred tax assets	4, 6(22)	17,337	45,113
Other noncurrent assets	4, 6(9)	23,545	17,246
Total non-current assets		3,315,081	2,550,204

Total assets

$5,358,772

$4,061,062

(continued)

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

IN WIN DEVELOPMENT INC.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	NOTE	As of December 31,
		2025	2024
Current liabilities
Short-term loans	4, 6(10)	$300,000	$150,000
Contract liabilities, current	4, 6(14)	1,203	71,576
Notes payable		37,505	32,448
Accounts payable		257,043	260,986
Accounts payable-related parties	7	72,627	72,568
Other payables		241,806	250,543
Other payables-related parties	7	5,953	9,663
Current tax liabilities	4, 6(22)	71,703	-
Lease liabilities, current	4, 6(18)	59,396	46,674
Current portion of bonds payable	4, 6(12)	193,496	-
Current portion of long-term loans	4, 6(13)	30,462	72,699
Other current liabilities		86,601	14,178
Total current liabilities		1,357,795	981,335
Non-current liabilities
Financial liability at fair value through profit or loss, non-current	4,6(11)	803	306
Bonds Payable	4,6(12)	445,042	282,775
Long-term loans	4, 6(13)	804,412	774,313
Deferred tax liabilities	4, 6(22)	5,590	2,704
Lease liabilities, non-current	4, 6(18)	491,105	124,703
Net defined benefit liabilities, non-current	4, 6(14)	25,298	29,800
Guarantee deposits		100	100
Investments accounted for under the equity method - credit balance	4, 6(6)	10,921	6,930
Total non-current liabilities		1,783,271	1,221,631
Total liabilities		3,141,066	2,202,966
Equity
Capital	4, 6(15)
Common stock		925,430	905,833
Certificate of entitlement to new shares from convertible bond		24	4,321
Additional paid-in capital	4, 6(15)	666,795	612,762
Retained earnings	4, 6(15)
Legal reserve		35,200	-
Special reserve		35,967	35,967
Unappropriated earnings		597,346	352,001
Total retained earnings		668,513	387,968
Other components of equity		(43,056)	(52,788)
Total equity		2,217,706	1,858,096
Total liabilities and equity		$5,358,772	$4,061,062

The accompanying notes are an integral part of the parent company only financial statements.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
IN WIN DEVELOPMENT INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars Except Earnings Per Share Information)

		For the years ended December 31,
	Notes	2025	2024
Operating revenues	4, 6(16), 7	$3,086,799	$2,748,712
Operating costs	6(5), 6(19), 7	(2,186,744)	(2,005,275)
Gross profit		900,055	743,437
Unrealized intercompany profit		(16,975)	(19,080)
Realized intercompany profit		19,080	23,041
Net gross profit		902,160	747,398
Operating expenses	6(17), 6(19)
Sales and marketing expenses		(103,554)	(98,190)
General and administrative expenses		(167,720)	(144,979)
Research and development expenses		(107,692)	(113,928)
Expected credit impairment gains (losses)		1,009	(841)
Subtotal		(377,957)	(357,938)
Operating income		524,203	389,460
Non-operating income and expenses	4, 6(20), 7
Interest income		7,830	4,040
Other income		5,905	16,565
Other gains and losses		4,936	38,635
Finance costs		(42,592)	(36,707)
Share of profit or loss of subsidiaries, associates and joint ventures		(51,227)	(35,160)
Subtotal		(75,148)	(12,627)
Income from continuing operations before income tax		449,055	376,833
Income tax expense	4, 6(22)	(103,021)	(8,419)
Net income		346,034	368,414
Other comprehensive income (loss)	4, 6(21)
Item that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit pension plans		(2,222)	(20,517)
Income tax related to items that will not be reclassified subsequently		444	4,104
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations		9,756	16,043
Income tax related to items that may be reclassified subsequently		(24)	(43)
Total other comprehensive income (loss)		7,954	(413)
Total comprehensive income		$353,988	$368,001
Earnings per share (NTD)	6(23)
Basic earnings per share		$3.77	$4.12
Diluted earnings per share		$3.63	$3.94

The accompanying notes are an integral part of the parent company only financial statements.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
IN WIN DEVELOPMENT INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

	Capital			Retained Earnings			Other equity items
	Common Stock	Certificate of entitlement to new shares from convertible bond	Capital Surplus	Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Total Equity
Balance as of January 1, 2024	$886,500	$-	$485,069	$55,738	$35,967	$(179,648)	$(68,788)	$1,214,838
Appropriations and distributions of 2023 earnings:
Legal reserve used to cover accumulated				(55,738)		55,738		-
Other changes in additional paid-in capital			54,613					54,613
Due to reconnection of equity component of convertible bonds issued			(123,910)			123,910		-
Capital surplus used to offset accumulated deficits
Net income for the year ended December 31, 2024						368,414		368,414
Other comprehensive income for the year ended December 31, 2024						(16,413)	16,000	(413)
Total comprehensive income	-	-	-	-	-	352,001	16,000	368,001
Conversion of convertible bounds		23,654	196,989					220,643
Conversion of certificates of entitlement to new shares from convertible bond	19,333	(19,333)						-
Difference Between the Actual Acquisition or Disposal Price of Subsidiary Equity and Book Value	-	-	1	-	-	-	-	1
Balance as of December 31, 2024	$905,833	$4,321	$612,762	$-	$35,967	$352,001	$(52,788)	$1,858,096
Balance as of January 1, 2025	$905,833	$4,321	$612,762	$-	$35,967	$352,001	$(52,788)	$1,858,096
Appropriations and distributions of 2024 earnings:
Legal reserve appropriate				35,200		(35,200)		-
Cash dividends of ordinary share						(63,711)		(63,711)
Other changes in additional paid-in capital
Due to reconnection of equity component of convertible bonds issued			86,363					86,363
Capital surplus used to distribute cash dividends			(136,523)					(136,523)
Net income for the year ended December 31,2025						346,034		346,034
Other comprehensive loss for the year ended December 31,2025						(1,778)	9,732	7,954
Total comprehensive income	-	-	-	-	-	344,256	9,732	353,988
Conversion of convertible bounds		15,300	104,193					119,493
Conversion of certificates of entitlement to new shares from convertible bond	19,597	(19,597)						-
Balance as of December 31, 2025	$925,430	$24	$666,795	$35,200	$35,967	$597,346	$(43,056)	$2,217,706

The accompanying notes are an integral part of the parent company only financial statements.

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
IN WIN DEVELOPMENT INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31,
	2025	2024
Cash flows from operating activities:
Net income before tax	$449,055	$376,833
Adjustments to reconcile net income before tax to net cash provided by operating acyivities:
Depreciation	229,614	206,443
Amortization	905	347
Expected credit impairment (gains) losses	(1,009)	841
Losses on financial assets or liabilities at fair value through profit or loss	217	620
Interest expense	42,592	36,707
Interest income	(7,830)	(910)
Share of loss of associates and joint ventures	51,227	35,160
Gains on disposal of property, plant and equipment	(919)	-
Unrealized intercompany loss	16,975	19,080
Realized intercompany (profit)	(19,080)	(23,041)
Changes in operating assets and liabilities:
Accounts receivable	(14,176)	(79,995)
Accounts receivable - related parties	(41,109)	(31,936)
Other receivables	(56,134)	(13,681)
Other receivables - related parties	(204,633)	-
Inventories	(39,357)	83,943
Prepayments	(38,510)	7,170
Other current assets	3,629	(4,183)
Contract liabilities	(70,373)	6,262
Notes payable	5,057	(22,710)
Accounts payable	(3,943)	(93,305)
Accounts payable - related parties	59	(12,654)
Other payables	(9,063)	20,984
Other payable - related parties	(3,710)	3,056
Other current liabilities	72,423	(10,204)
Net defined benefit liabilities	(6,724)	(6,828)
Cash generated from operations	355,183	497,999
Income tax (paid) received	(369)	70
Net cash provided by operating activities	354,814	498,069
Cash flows from investing activities:
Acquisition of investments accounted for under the equity method	(329,245)	(257,101)
Proceeds from capital reduction of investments accounted for using equity method	-	47,948
Acquisition of property, plant and equipment	(269,496)	(266,552)
Proceeds from disposal of property, plant and equipment	1,456	-
Increase in refundable deposits	(5,995)	(38)
Decrease in refundable deposits	-	163
Acquisition of intangible assets	(29,082)	(289)
(Increase) decrease in other non-current assets	(304)	2,859
Interests received	7,830	910
Net cash flows (used in) investing activities	(624,836)	(472,100)
Cash flows from financing activities:
Increase (decrease) in short-term loans	150,000	(500,000)
Proceeds from issuing bounds	548,670	558,031
Proceeds from long-term loans	400,000	300,000
Repayments of long-term loans	(412,138)	(349,639)
Proceeds from disposal of financial liabilities at fair value through profit or loss	-	(314)
Cash payments for the principal portion of the lease liability	(45,838)	(45,668)
Cash dividends	(200,234)	-
Interest paid	(29,074)	-
Net cash flows provided by (used in) financing activities	411,386	(37,590)
Net increase (decrease) in cash and cash equivalents	141,364	(11,621)
Cash and cash equivalents at beginning of year	471,339	482,960
Cash and cash equivalents at end of year	$612,703	$471,339

The accompanying notes are an integral part of the parent company only financial statements.

Attachment 5

IN WIN DEVELOPMENT INC.

Earnings Distribution Statement

2025

	Unit: NTD
Unappropriated earnings at the beginning of period	253,090,025
Plus: Other comprehensive income (actuarial gains and losses of defined benefit plans 2025)	(1,777,910)
2025 net income after tax	346,034,220
Items of recognition:
Appropriation of legal reserve (10%)	(34,425,631)
Reversal (or appropriation) of special reserve	(7,088,990)
Subtotal of distributable earnings for the year	555,831,714
Distribution items:
Shareholders' dividend
Cash bonus 0.5 NTD	(46,280,456)
Surplus converted to a capital increase of NTD 0	0
Unappropriated earnings at the end of period	509,551,258

Note 1:
Distribution of capital reserve
Capital reserve - (ordinary share premium) 1.5NTD
138,841,367

Note 2:
Note 1: In the event of any changes in laws or amendments approved by the competent authorities, or changes in the Company's outstanding common shares (e.g., conversion of convertible corporate bonds) that affect the number of shares outstanding and thereby alter the dividend distribution ratio, and the Chairman is authorized to have full authority to handle and make necessary adjustments.
Note 2: The Chairman is authorized to determine the ex-dividend date, dividend payment date, and other related matters for this cash dividend distribution.
Note 3. Cash dividends distributed to each shareholder shall be calculated and rounded down to the nearest whole NTD; the total amount of fractional shares less than one NTD shall be transferred to the Company's Employee Welfare Committee.

Chairman: Lai Wen-xian Manager: Huang Guo-hui Accounting Supervisor: Huang, Hsiang-Ting

Attachment 6

IN WIN DEVELOPMENT INC.

Comparison table of the provisions before and after amendment to the Procedures for Acquisition or Disposal of Assets (including subsidiaries) is as follows:

Clause order	Clause after amendment	Clause before amendment	Description of amendments
Article 13	Procedures for Public Disclosure of Information
I. Where the Company acquires or disposes of assets under any of the following circumstances, it shall, in accordance with the nature of the transaction and in the prescribed format, publicly announce and report the relevant information on the website designated by the securities regulatory authority within two days counting inclusively from the date of occurrence of the event:
(IV) Where the type of asset acquired or disposed of is equipment for business use or right-of-use assets thereof, the transaction counterparty is not a related party, and the transaction amount reaches any of the following thresholds:
1. For a public company with paid-in capital of	Procedures for Public Disclosure of Information
I. Where the Company acquires or disposes of assets under any of the following circumstances, it shall, in accordance with the nature of the transaction and in the prescribed format, publicly announce and report the relevant information on the website designated by the securities regulatory authority within two days counting inclusively from the date of occurrence of the event:
(IV) Where the type of asset acquired or disposed of is equipment for business use or right-of-use assets thereof, the transaction counterparty is not a related party, and the transaction amount reaches any of the following thresholds:
1. For a public company with paid-in capital of	Amended pursuant to Financial Supervisory Commission Order No. Jin Guan Zheng Fa No. 1140383333.

Clause order	Clause after amendment	Clause before amendment	Description of amendments
	less than NT$10 billion, the transaction amount reaches NT$500 million or more.
2. For a public company with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
3. For a public company with paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the Company’s paid-in capital.	less than NT$10 billion, the transaction amount reaches NT$500 million or more.
2. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
Article 14	Management of Subsidiaries The Company’s subsidiaries shall comply with the following:
I. A subsidiary shall also establish its Procedures for Acquisition or Disposal of Assets in accordance with the	Management of Subsidiaries The Company’s subsidiaries shall comply with the following:
I. A subsidiary shall also establish its Procedures for Acquisition or Disposal of Assets in accordance with the	Amended pursuant to Financial Supervisory Commission Order No. Jin Guan Zheng Fa No. 1140383333.

Clause order	Clause after amendment	Clause before amendment	Description of amendments
	relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
II. If a subsidiary that is not a domestic public company acquires or disposes of assets and such acquisition or disposal reaches the threshold for public announcement and regulatory filing under applicable laws and Article 13 of these Procedures, the Taiwan parent company shall handle the public announcement and regulatory filing on behalf of such subsidiary.
III. For purposes of applying the provisions regarding paid-in capital or total assets under Article 13, paragraph 1 of these Procedures to a subsidiary, the paid-in capital or total assets of the Taiwan parent company shall apply.
IV. A subsidiary shall carry out the relevant matters in accordance with its adopted Procedures for Acquisition or Disposal of Assets.
V. For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual	relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
II. If a subsidiary that is not a domestic public company acquires or disposes of assets and such acquisition or disposal reaches the threshold for public announcement and regulatory filing under applicable laws and Article 13 of these Procedures, the Taiwan parent company shall handle the public announcement and regulatory filing on behalf of such subsidiary.
III. For purposes of applying the provisions regarding paid-in capital or total assets under Article 13, paragraph 1 of these Procedures to a subsidiary, the paid-in capital or total assets of the Taiwan parent company shall apply.
IV. A subsidiary shall carry out the relevant matters in accordance with its adopted Procedures for Acquisition or Disposal of Assets.
V. For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual

Clause order	Clause after amendment	Clause before amendment	Description of amendments
	financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. Where the Company's shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of paid-in capital under these Procedures, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these Procedures, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.	financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. Where the Company's shares have no par value or a par value other than NT$10 per share, for the calculation of transaction amounts equal to 20% of paid-in capital under these Procedures, 10% of equity attributable to owners of the parent shall be substituted. For the calculation of transaction amounts under these Procedures applicable where paid-in capital reaches NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

Attachment 7

Articles of Association of In Win Development Inc.

Chapter 1 General principles

Article 1: The Company is organized in accordance with the Company Law and named as “迎廣科技股份有限公司.”

Its English name is IN WIN DEVELOPMENT INC.

Article 2: The Company is engaged in the following businesses:

Manufacturing, processing and trading of PC peripherals, plastic shell of PC, steel shell, power supply and parts.
Stamping, processing and trading of various hardware (hardware for the electronic motor industry and other parts of automobiles and motorcycles).
Manufacture and sale of steel dies for stamping metal parts and metal surface coating treatment.
CC01030 Electrical appliance manufacturing industry.
CC01060 Wired Communication Mechanical Equipment Manufacturing.
CQ01010 Mold and Die Manufacturing.
F113020 Wholesale of Electrical Appliances.
F113070 Wholesale of Telecom Instruments.
F106030 Wholesale of Molds.
F213010 Retail Sale of Electrical Appliances.
F213060 Retail Sale of Telecommunication Apparatus.
F206030 Retail Sale of Die.
F401010 International Trade.
CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
F113990 Wholesale of Other Machinery and Tools (uninterrupted power system).
F213990 Retail Sale of Other Machinery and Tools (uninterrupted power system).
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company has its head office in Taoyuan City. The branch office shall be established at home and abroad by resolution of the Board of Directors, if necessary.

Article 3 (1): For business needs, the Company has to provide guarantee for external loan.

Article 3 (2): The Company shift in investment shall be more than 40% of amount of paid-up capital and authorizes the Board of Directors to carry out.

Article 4: Deletion

Chapter 2 Shares

Article 5: The total capital of the Company is rated at NTD 1.3 billion, divided into 130 million shares, with a par value of NTD 10 per share and the Board of Directors is authorized to issue them at one time or in batches.

Article 6: Deletion

Article 7: The shares of the Company shall be issued in registered form under the signature or seal of the directors on behalf of the Company and issued after visas according to law. The shares issued by the Company may be exempted from printing stocks and shall be registered with the centralized securities depository institution.

Article 8: The change of name and transfer of shares shall cease within 60 days before the ordinary shareholders' meeting, within 30 days before the extraordinary meeting of the

shareholders or within 5 days before the date on which the Company decides to distribute dividends, bonuses and other benefits.

Article 9: The transfer, transfer ownership, inheritance, bestowal, pledge right setting, loss, destruction or other stock operation of the Company stock shall be handled in accordance with the Company Law and relevant laws.

Chapter 3 Shareholders' meeting

Article 10: Shareholders' meetings are divided into ordinary and extraordinary meetings. The ordinary meeting is convened at least once a year and held within 6 months after the end of each fiscal year according to law and shall be noticed to all shareholders 30 days in advance. Extraordinary meetings shall be held if necessary and shall be noticed to all shareholders 15 days in advance. Shareholders' meeting shall be held by Board of Directors except the other regulations in the Company Law. The notice of the shareholders' meeting shall state the date, address and cause of the meeting.

Article 11: At each shareholders' meeting, a shareholder shall issue a power of attorney, stating the scope of authority or appoint an agent to attend the shareholders' meeting. However, for companies that publicly issue stocks, if the securities authority has other regulations, such regulations shall prevail.

Article 12: The shareholders of the Company shall have one vote per share, unless other regulations are provided by law. However, the shares held by the Company itself in accordance with the Company Law shall not have the right to vote.

Article 13: Unless other regulations provided by relevant law, the resolutions of the shareholders' meeting shall be approved by more than half of the voting right of shareholders present, and shareholders representing more than half of the total number of shares issued shall be present.

Article 14: The resolutions of the shareholders' meeting shall be made into minutes, signed or sealed by the president.

Minutes of shareholders' meeting shall be signed or sealed by the president within 20 days after the meeting and it shall be announced in accordance with the provisions of the Company Law within 20 days after the meeting. The minutes shall be kept permanently by the Company. The signature book of shareholders in attendance and power attorney of agents in attendance shall be kept for at least 1 year. However, if a lawsuit is filed by a shareholder in accordance with Article 189 of the Company Law, the case shall be kept until the termination of the lawsuit.

Chapter 4 Director

Article 15: 5-9 Directors are set in the Company, and the term of office is 3 years. The directors shall be selected and appointed by shareholders' meeting from among those who have the capacity to act and shall be re-selected for consecutive terms. The total number of registered shares held by all directors of the Company shall not be less than a certain percentage and the calculation of the prescribed percentage shall be in accordance with the "Rules on the Percentage of Shares of Directors and supervisors of public Offering Companies and the Implementation of Inspection" issued by the securities authority.

Article 15(1): (i) The Company shall have independent directors in accordance with Article 14 (2) of the Securities Exchange Law. The number of independent directors shall not be less than two and shall not be less than one-fifth of the number of directors.

(ii) For the election of directors, each share shall have the same right of election as the number of directors to be elected, and one person may be elected centrally or several persons may be elected by distribution. The votes obtained shall represent the person with more right of election. Independent directors and non-independent directors shall be elected together and the number of elected directors shall be calculated separately.

Article 15 (2): (i) The election of directors (including independent directors) of the Company shall adopt the candidate nomination system as stipulated in Article 192 (1) of the Company Law. Shareholders holding more than 1% of the total number of issued shares or the Board of Directors may propose a list of candidates for directors (including independent directors), which shall be submitted to the board of shareholders after being examined by the Board of Directors to meet the requirements stipulated in the law. Shareholders shall elect independent directors and non-independent directors from the list of candidates. Independent directors and non-independent directors shall be nominated separately and elected together, and the number of elected directors shall be calculated separately.

(ii) The acceptance method, announcement and other related matters of the nomination of directors (including independent directors) candidates shall be handled in accordance with the relevant laws and regulations of the Company Law and the Securities Exchange Law.

Article 16: The guideline of management and other important matters shall be decided by Board of Directors. Board of Directors shall be organized by directors who exercise power in accordance with the decree, the articles of association and the resolutions of shareholders' meeting. The Board of Directors shall have the attendance of two-third of directors and the president shall be selected by the approval of more than half of directors present to recommend one president to each other. The president shall handle the Company's business internally and represent the Company externally.

Article 17: When the Board of Directors meets, the president shall be the chairman. If the president asks for leave or is unable to exercise his functions and powers for some reasons, the president shall appoint one director to act as his agent; and if no agent is appointed, the directors shall urge one other director to act as his agent. If the president asks for leave or is unable to exercise his functions and powers for some reasons, his agent shall handle matters in accordance with the Company Law and relevant administration rules of the securities authority.

Article 17(1): The Board of Directors shall be convened at least once a quarter and shall state the reason for the meeting to each director seven days in advance; However, in case of emergency, they may be summoned at any time. The notice of the meeting shall be sent by email or fax.

Article 18: All directors' remuneration shall be decided by Board of Directors in accordance with the general level of the industry.

Article 18(1): All directors of the Company shall, during their term of office, take out liability insurance in respect of their business scope in order to reduce and disperse the risk of damage to all directors, the Company and the shareholders. The Board of Directors shall be authorized to take out the liability insurance in respect of all directors at its sole discretion.

Chapter 5 Manager

Article 19: The Company may have managers, whose appointment and removal shall be subject to the relevant provisions of the Company Law. The remuneration of the managers shall be subject to the provisions of the Company's salary management Measures, which shall be adopted by resolution of the Board of Directors and shall be amended in the same way.

Chapter 6 Accounting

Article 20: At the end of each fiscal year, the Board of Directors shall prepare the following lists for the ordinary shareholders' meeting to acknowledge.

(i) Statement of operations
(ii) Financial statement
(iii) A proposal for surplus distribution or loss appropriation

Article 21: If the Company's annual net pre-tax profit for the current period before deducting employees' remuneration and directors' remuneration is profit, the Board of Directors shall, by resolution of the attendance of more than two-thirds of the directors and the consent of more than half of the directors present, apportion 2% to 10% of the net profit for employees' remuneration (including no less than 1% to be distributed as compensation to non-executive employees) and not more than 3% for directors' remuneration and report to the shareholders' meeting. However, if there are accumulated losses in the Company, the amount of margin cover shall be reserved in advance.

Employees' remuneration may be paid to employees of affiliated companies who meet certain conditions and shall be paid by the Board of Directors in accordance with the Company Law Article 202 specifies the object of specific conditions for the resolution.

Article 21(1): Considering the future business and capital needs and long-term financial planning, the Company adopts both cash dividend and stock dividend policies for the dividend policy, if there is any surplus after the annual accounts of the Company, it shall be distributed in the following order:

I. Pay profit-seeking enterprise income tax according to law.
II. Making up for the losses of the previous years.
III. Set aside 10% of the statutory surplus reserve.
IV. In accordance with legal regulations or operational needs, special reserve may be appropriated or reversed from the current year's earnings.

After the Company's annual account closure of each earnings, plus the accumulated undistributed earnings of the previous year and the undistributed earnings reversed from special surplus reserves, if there is any surplus, at least 10% of the earnings shall be allocated as shareholder dividends. However, the ratio of the aforesaid surplus to be distributed and the ratio of cash to be distributed may be handled by the Board of directors after a proposal is submitted to the shareholders' meeting for resolution based on the actual profit and fund status of the current year.

However, for the payment of dividends to the above-mentioned shareholders, cash dividends shall not be less than 10% of the total dividends.

Article 22: The Company is in enterprise growth stage. The Company's dividend policy is based on the Company's investment capital needs, financial structure, earnings and other conditions. The Board of Directors formulates a surplus distribution plan, which is handled after the resolution of the shareholders' meeting. The Company considers a balanced and stable dividend policy and expects that the cash dividend payout limit for future years will not

be less than 10% of the dividend payout limit.

Chapter 7 Supplementary provisions

Article 23: Matters not covered in these Articles of Association shall be handled in accordance with the provisions of the Company Law and relevant laws and regulations.

Article 24: these Articles of Association was established on November 29, 1985. The first amendment was made on March 6, 1986, the second amendment was made on April 25, 1986, the third amendment was made on December 17, 1986, the fourth amendment was made on May 19, 1988, and the fifth amendment was made on August 29, 1989. The sixth amendment was made on November 30, 1990, the seventh amendment was made on January 16, 1990, the eighth amendment was made on July 4, 1992, the ninth amendment was made on March 18, 1993, the tenth amendment was made on March 13, 1995, the eleventh amendment was made on July 6, 1995, and the twelfth amendment was made on October 26, 1995, the thirteenth amendment was made on April 22, 1997, the fourteenth amendment was made on October 12, 1998, the fifteenth amendment was made on July 31, 1999; the sixteenth amendment was made on March 20, 2000, the seventeenth amendment was made on June 30, 2000, and the eighteenth amendment was made on December 15, 2000. The 19th amendment was made on May 21, 2002, the 20th amendment was made on June 27, 2003, the 21st amendment was made on May 14, 2004, the 22nd amendment was made on June 14, 2005, the 23rd amendment was made on June 14, 2006, and the 24th amendment was made on June 13, 2007. The 25th Amendment was made on June 10, 2009. The 26th Amendment was made on June 18, 2010. The 27th amendment was made on June 22, 2012. The 28th Amendment was made on June 27, 2014. The 29th Amendment was made on June 28, 2016. The 30th amendment was made on June 19, 2019. The 31st Amendment was made on June 17, 2020. The 32nd Amendment was made on August 25, 2021. The 33rd Amendment was made on June 19, 2025.

In Win Development Inc.

Chairman: Lai Wenxian

Attachment 8

Rules for Shareholders' Meetings of In Win Development Inc.

I. Unless otherwise provided by laws and regulations in the shareholders' meeting of this company shall be handled in accordance with these Rules.

II. Shareholders attending the shareholders' meeting shall hand in their attendance cards to sign in instead. The number of shares present shall be calculated based on the attendance card submitted.

III. The attendance and voting at the shareholders' meeting shall be calculated on the basis of shares.

IV. The place for holding a shareholders' meeting shall be the location of the Company or a place convenient for shareholders to attend and suitable for holding a shareholders' meeting. The starting time of the meeting shall not be earlier than 9 a.m. or no later than 3 p.m.

The Company shall specify in the notice of meeting the time and place of registration of the shareholders to be accepted, as well as other matters needing attention. The time for accepting shareholder registration shall be at least 30 minutes before the start of the meeting; the registration office shall be clearly marked and adequately staffed. When convening a shareholders' meeting, the Company shall include electronic means as one of the channels for exercising voting rights and the method of exercising voting rights shall be specified in the shareholders' meeting convening notice. Shareholders who exercise their voting rights electronically are deemed to have personally attended the shareholders' meeting. However, any temporary motion made at the shareholders' meeting and any amendment or replacement to the original motion shall be deemed to be a waiver. Shareholders (or agents) shall present their attendance cards, attendance cards, or other attendance certificates to attend the shareholders' meeting; the applicant who is seeking a power of attorney shall bring identification documents for verification. When shareholders (or agents) attend the meeting, they shall submit a sign-in card to sign in instead.

Attendance at the shareholders' meeting shall be calculated on the basis of shares. The number of shares present shall be calculated based on the attendance card submitted and the number of shares exercising voting rights electronically.

V. The shareholders' meeting shall be convened by the Board of Directors, and the chairman shall serve as the chairman. If the chairman requests leave or is unable to exercise his/her powers for any reason, the deputy chairman shall act on his/her behalf. If there is no deputy chairman or deputy chairman who also requests leave or is unable to exercise his/her powers for any reason, the chairman shall designate a managing director to act on his/her behalf; If there is no managing director, a director shall be appointed to act on behalf of the Company. If the chairman of the Board of Directors does not appoint an agent, the managing director or the directors shall mutually elect one person to act on behalf of the Company.

If a shareholders' meeting is convened by a person with the right to convene other than the Board of Directors, the chairman shall be the person with the right to convene. When there are two or more persons with the right to convene, one person shall be elected from among them.

VI. This Corporation may appoint appointed lawyers, accountants, or related personnel to attend shareholders' meetings as non-voting delegates. Personnel handling shareholders' meetings shall wear identification cards or armbands.

VII. The entire process of the shareholders' meeting shall be recorded or videotaped and kept for at least one year.

VIII. At the time of the current meeting, the chairman shall immediately announce the meeting. However, if shareholders representing more than half of the total number of issued shares are not present, the chairman may announce a postponement of the meeting. The number of postponements shall be limited to two times and the total postponement time shall not exceed one hour. If the number of postponements is still insufficient and shareholders representing more than one-third of the total number of issued shares are present, a false resolution may be adopted in accordance with Article 175, Paragraph 1, of the Company Law.

Before the end of the current meeting, if the number of shares represented by shareholders attending the meeting reaches more than half of the total number of issued shares, the chairman may resubmit the fake resolution made to the meeting for voting in accordance with Article 174 of the Company Law.

IX. If a shareholders' meeting is convened by the Board of Directors, its agenda shall be determined by the Board of Directors. The meeting shall proceed in accordance with the scheduled agenda and no change shall be made without a resolution of the shareholders' meeting. However, if only the order of the agenda is changed, the chairman may change it.

The provisions of the preceding paragraph shall apply mutatis mutandis if a shareholders' meeting is convened by a person with the right to convene it other than the Board of Directors.

X. The chairman may not accept it, if a shareholder proposes to count the number of shareholders. At the time of voting on the motion, if the statutory amount has been reached, the motion shall still be passed."

XI. Before attending a shareholder's speech, it is necessary to fill in a speech slip indicating the keynote of the speech, the shareholder's account number (or attendance certificate number) and the account name. And the chairman shall determine the order of their speeches.

Shareholders attending the meeting who only provide a statement and do not speak are deemed not to have spoken. In case of any discrepancy between the content of the speech and the statement, the content of the speech shall prevail.

When attending a shareholder's speech, other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder and the chairman shall stop the violator.

A shareholder who restricts the authority of an agent with a power of attorney or by other means, whether known to the Company or not, The statement or vote made by the agent shall prevail.

XII. Each shareholder speaking on the same proposal shall not exceed two times without the consent of the chairman and each time shall not exceed five minutes. If a shareholder's speech violates the provisions of the preceding paragraph or exceeds the scope of the topic, the chairman shall stop the shareholder from speaking.

XIII. When a legal person is entrusted to attend a shareholders' meeting, the legal person may only designate one representative to attend.

When a corporate shareholder appoints two or more representatives to attend a shareholders' meeting, only one person can speak on the same proposal.

XIV. The chairman may respond in person or designate a relevant person after attending a shareholder's speech.

XV. When the chairman considers that the discussion of a motion has reached a point where a vote can be taken, he may announce the suspension of the discussion and put it to the vote. If there is no objection after the chairman's on-site inquiry, it shall be deemed to have been passed; If the chairman announces that a vote is to be taken by ballot, several motions may be voted on simultaneously and separately.

Unless otherwise provided by laws and regulations or the Company's articles of association,

the vote on a motion shall be passed with the consent of a majority of the voting rights of the shareholders (or agents) present. If the shareholders who exercise their voting rights electronically have no objection to the proposal, and other shareholders present have no objection after consultation by the chairman, they shall be deemed to have passed the proposal, with the same effect as voting." If shareholders have objections to a motion, they shall vote by ballot and the chairman may decide to vote on a case by case basis or to vote on each motion (including an election proposal) in multiple or single installments and count the votes separately. When there are amendments or substitutions to the same motion, the chairman shall determine the order of their votes. If one of the motions has been passed, the other motions shall be considered rejected and no further votes shall be required. The results of voting and elections shall be announced on the spot and recorded after the counting of votes is completed.

XVI. The scrutinizing and counting personnel for voting on a motion shall be designated by the chairman, provided that the scrutinizing personnel shall have shareholder status. The results of the voting shall be reported on the spot and recorded.

XVII. The chairman has to choose a time to announce a break during the meeting.

XVIII. Unless otherwise provided for in the Company Law and the articles of association, voting on a motion shall be carried out with the consent of a majority of the voting rights of the shareholders present. If a shareholder is unable to attend a shareholders' meeting for any reason, he/she may issue a power of attorney issued by this company and appoint an agent to attend the shareholders' meeting in accordance with the Company Law and the 'Rules Governing the Use of Power of Attorney for Public Companies to Attend Shareholders' Meetings' promulgated by the competent authority. Except for trust enterprises or stock affairs agencies approved by the securities regulatory authority, when a person is entrusted by two or more shareholders at the same time, the portion of the voting rights represented by the person exceeds three percent of the total voting rights of the issued shares shall not be counted. The proxy referred to in the preceding paragraph shall be delivered to this Corporation five days before the shareholders' meeting. If there are duplicates, the first one to be delivered shall be valid, except for those who declare to revoke the previous proxy.

XIX. When there are amendments or substitutions to the same bill, the chairman shall determine the order of their votes in conjunction with the original bill. If one of the motions has been passed, the other motions will be considered rejected and no further voting is required.

XX. The chairman can direct the monitors (or security personnel) to assist in maintaining order at the meeting. When monitors (or security personnel) are present to assist in maintaining order, they shall wear armbands with the words 'picket'.

XXI. Matters not covered by these Rules shall be handled in accordance with the Company Law and other relevant laws and regulations.

XXII. These Rules shall enter into force after being approved by the shareholders' meeting, and the same shall apply to amendments thereto (as amended on June 19, 2019).

Attachment 9

Shareholdings of directors of In Win Development Inc.

As of the date of suspension of ownership transfer of this ordinary shareholders' meeting: April 25, 2026

Title	Name	Shares held currently
		The number of shares	The number of shares
Chairman	Lai Wenxian	20,313,442	21.946%
Director	Huang Guohui	5,012,667	5.416%
Director	Lai Yijie	5,980,981	6.462%
Director	Pan Zhixiang	389,415	0.421%
Independent director	Hung, Sheng-Min	0	0%
Independent director	Liu Sipei	0	0%
Independent director	Huang, Yu-Hui	0	0%
Total of all directors		31,696,505	34.245%

Note: As of the closing date of the shareholders' meeting, the total number of outstanding ordinary shares of the Company is: 92,560,911 shares According to Article 26 of the Stock Exchange Law, the shareholding ratio of directors of a company
1. The minimum number of shares that a company director shall hold is $10\%$ of the total number of shares (9,256,091 shares)
2. The total shareholding of all directors complies with the implementation rules for the shareholding ratio and audit of directors of public companies.

inwin

IN WIN DEVELOPMENT INC.

IN WIN
INNOVATIVE
CONTEMPORARY

保登廣告設計
02-29257555 | 編印

AI assistant

In Win Development Inc. Proxy Solicitation & Information Statement 2026

52504_rns_2026-05-13_ac8fa7ee-93d4-44e7-a42e-7051232d8648.pdf

IN WIN DEVELOPMENT INC.

2026

Table of Contents

Reporting matters

Admitted matters

Matters for Discussion

IN WIN DEVELOPMENT INC.

Audit report of the Audit Committee

IN WIN DEVELOPMENT INC.

Audit report of the Audit Committee

Attachment 3

Independent Auditors' Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matters- Making Reference to the Audit of Other Auditors

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Other

Notice to Readers

Independent Auditors' Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matters- Making Reference to the Audit of Other Auditors

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

IN WIN DEVELOPMENT INC.

Chapter 3 Shareholders' meeting

Chapter 4 Director

Chapter 7 Supplementary provisions

Rules for Shareholders' Meetings of In Win Development Inc.

Shareholdings of directors of In Win Development Inc.

inwin

AI assistant

In Win Development Inc. — Proxy Solicitation & Information Statement 2026

52504_rns_2026-05-13_ac8fa7ee-93d4-44e7-a42e-7051232d8648.pdf

IN WIN DEVELOPMENT INC.

2026

Table of Contents

Reporting matters

Admitted matters

Matters for Discussion

IN WIN DEVELOPMENT INC.

Audit report of the Audit Committee

IN WIN DEVELOPMENT INC.

Audit report of the Audit Committee

Attachment 3

Independent Auditors' Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matters- Making Reference to the Audit of Other Auditors

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Other

Notice to Readers

Independent Auditors' Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matters- Making Reference to the Audit of Other Auditors

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

IN WIN DEVELOPMENT INC.

Chapter 3 Shareholders' meeting

Chapter 4 Director

Chapter 7 Supplementary provisions

Rules for Shareholders' Meetings of In Win Development Inc.

Shareholdings of directors of In Win Development Inc.

inwin

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In Win Development Inc. Proxy Solicitation & Information Statement 2026