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KINSUS — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
52304_rns_2026-04-24_ac206b2e-a9fd-4322-a1e8-5e8d37681ee4.pdf
Proxy Solicitation & Information Statement
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KINSUS INTERCONNECT TECHNOLOGY CORP.
Meeting Notice For
2026 Annual Shareholders’ Meeting
(Summary Translation)
Subject: 2026 Annual Shareholders’ Meeting of KINSUS INTERCONNECT TECHNOLOGY CORP. (the “Meeting”) to be convened.
Announcements:
- Meeting Time: 9:00 a.m., May 27th, 2026.
- Meeting Venue: KINSUS’ Shih-Lei Plant.
(No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City, Taiwan R.O.C.) - Meeting Agenda:
I. Report Items:
(1) The Company’s 2025 Business Report.
(2) Audit Committee’s Review Report on 2025 Financial Statements.
(3) To report the 2025 employees’ and directors’ compensation.
(4) To report the 2025 Earnings Distribution of dividends.
II. Items to be approved:
(1) To approve the 2025 Business Report, Parent-company-only Financial Statements and Consolidated Financial Statements.
(2) To approve the Proposal for 2025 Earnings Distribution.
III. Items to be discussed and resolved:
(1) Amendment to the Company’s Articles of Incorporation.
(2) Proposal on the Company’s private placement of common shares
IV. Other Questions and Motions
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- Details of the distribution of 2025 earnings which be a resolution by the meeting of Board of Directors is as follows:
I. Each common shareholder will be entitled to receive a cash dividend of NT$1.75 per share.
II. The measurement date will be authorized to decide by the Chairman.
III. It is proposed that the Chairman is authorized to adjust the cash to be distributed to each share based on the number of shares outstanding on the measurement date for distribution.
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For details regarding the Company’s private placement of common shares, please refer to Appendix.
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For the shareholders’ meeting contents is regulated by Company Act Article 172, please refer to handbook and meeting supplementary information in MOPS system (http://mops.twse.com.tw.) with importing Stock code and year.
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In addition to the announce from M.O.P.S., the Company will mail the official notice of meeting, and one Power of Attorney in hoping that all shareholders could participate in the Meeting. If joining in person, please send back the 「Notice of Attendance」 for registration or register in person on the meeting day. If entrusting others to participate in, please read and fill up carefully the notes of Power of Attorney and send back the 「Attendance Power of Attorney」 to arrive the Stock Transfer Agency Department of KGI Securities Co. LTD. (5F., No.2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan R.O.C.) no later than the 5th day before the meeting starts and use the voucher to attend the meeting.
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Shareholders, solicitors and authorized agents should bring their identity documents for verification when attending the shareholders' meeting.
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In compliance with the Article 26-2 of Securities and Exchange Act stating that the notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior to notice, the Company will provide only such public announcement to the shareholders who own less than 1,000 shares of nominal stocks.
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Shareholders may exercise their voting rights through STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockservices.tdcc.com.tw) during the period from April 25, 2026 to May 24, 2026.
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Of this Meeting the statistic verification agencies of the Power of Attorney will be KGI Securities Co. Ltd. (Stock Transfer Agency Department).
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If any situation for the case of seeking the Power of Attorney in public, the Company will submit it to S.F.I. (Website: http://free.sfi.org.tw) by April 24, 2026. Please go on the website if requiring any further information. (Stock Code: 3189).
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No souvenir will be offered in the Meeting.
Note:
- It is encouraged for shareholders to use STOCKVOTE platform to exercise voting rights.
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Appendix
Resolving conduct a private placement of common shares
Explanatory Notes of Resolving conduct a private placement of common shares:
- The funds raised will be used for pursuing cooperation with strategic investors and concurrently replenishing working capital. The Company, in accordance with Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, is limited to no more than 100,000,000 common shares. Based on the current market, the issuance authorized by the board of directors may be conducted in one or multiple tranches (maximum of three times) within one year from the date of the shareholders' meeting resolution. The relevant information is as follows:
(1) Pricing basis of private placement and its reasonableness:
(a) The price for the private placement of common shares shall be set at no less than 80% of the higher price calculated based on the above two standards before the pricing date.
I. The simple arithmetic average of the closing prices of common shares over one, three, or five business days before the pricing date, adjusted to reflect the exclusion the impact of stock dividends and cash dividends, and adding back the share price adjustment resulting from a capital reduction; or
II. The simple arithmetic average of the closing prices of common shares over the 30 business days before the pricing date, adjusted to reflect the exclusion of the impact of stock dividends and cash dividends, and adding back the share price adjustment resulting from a capital reduction.
(b) The actual pricing date and the actual issuance price shall be within the range of not less than the majority of the resolution of the shareholders' meeting, and the board of directors is authorized to decide based on the circumstances of the specific person and market conditions in the future.
(c) The basis for setting the aforementioned private placement price complies with the provisions of "Directions for Public Companies Conducting Private Placements of Securities" and also considers that there are strict restrictions on the transfer time, objects and quantity of private placement common shares. Therefore, the setting of this private placement price should be reasonable. It is not expected to have a significant impact on shareholders' rights and interests.
(2) Method and purpose of selecting special person, necessity, and expected benefits:
(a) Selection method and purpose: The targets of this private placement of common shares shall be specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act, the Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220 issued by the FSC on September 12, 2023, and relevant directives such as
the“Directions for Public Companies Conducting Private Placements of Securities. The subscribers of this private placement shall be limited to strategic investors. The Company seeks opportunities for technical collaboration or strategic alliances with leading domestic and international industry players while also strengthening its operating capital.
(b) Necessity: To respond to the rapid changes in the global market and strengthen the Company's growth momentum, the Company intends to introduce strategic investors through a private placement of common shares via a cash capital increase. This will enhance competitiveness and provide significant benefits and necessity for the Company's long-term business development.
(c) Expected benefits: After the introduction of strategic investors, a strategic partnership will be established to reduce the Company's operational risks. On the other hand, it will replenish working capital, enhancing the future operational performance and benefits of the Company.
(d) Currently, no strategic investors have been confirmed.
(3) Necessity of conducting the private placement
(a) Reason for conducting non-public offering: In order to introduce strategic partners in response to the company's long-term development and to stabilize and strengthen the company's product market operation competitiveness, and considering factors such as the capital market conditions, issuance costs, the fundraising timeliness and the restriction that privately placed shares cannot be freely transferred within three years, a private placement is more suitable to ensure and strengthen a closer long-term partnership with strategic investors. Therefore, the Company intends to proceed with a private placement for a cash capital increase rather than a public offering.
(b) Amount limit of the private placement: Limited to no more than 100,000,000 common shares, and may be conducted in one or multiple tranches (maximum of three times) within one year from the date of the shareholders' meeting resolution. The actual fundraising quota is planned to be authorized by the board of directors based on the current market conditions, the company's actual needs, and the status of negotiations with specific persons.
(c) Use of the funds raised in this private placement: The funds raised will be used for pursuing opportunities for technological cooperation or strategic alliances with domestic and international companies. And concurrently replenish working capital.
(d) Expected benefits: After the introduction of strategic investors, a strategic partnership will be established to reduce the Company's operational risks. On the other hand, it will replenish working capital, enhancing the future operational performance and benefits of the Company.
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(4) There was no material change in management control during the period from one year prior to the board resolution for the private placement of securities to one year after the delivery date of such privately placed securities, nor following the introduction of strategic investors through the private placement.
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The rights and obligations of the common shares issued in this private placement will be the same as those of the Company's existing common shares. However, in accordance with the Securities and Exchange Act, the common shares issued in this private placement and any subsequent shares distributed therefrom may not be resold within three years from the delivery date, except to the transferees specified under Article 43-8 of the Securities and Exchange Act. After the three-year period, the Company must obtain approval from the competent authority confirming compliance with listing standards and complete the supplementary public issuance procedures with the competent securities before applying for listing and trading.
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The main contents of the plan for private placement of common stock, including the actual number of private placement shares, the actual private placement price, and the selection of applicants, pricing date, record date, project items, use and status of funds, expected results and other related matters and so on, it is proposed to the shareholders' meeting to authorize the board of directors to handle it with full authority. And if changes are required due to approval by the competent authority or based on operational assessment or due to objective circumstances, it is proposed to authorize the board of directors to handle it with full authority.
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In addition to the scope of authorization mentioned above, it is proposed that the shareholders' meeting authorize the chairman to sign, negotiate and change all contracts and documents related to the issuance of common shares through private placement on behalf of the company, and to handle all matters necessary for the company to issue common shares through private placement.
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Independent directors' objections or reservations: None.
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Regarding the proposed private placement of securities by our company, in accordance with Article 43-6 of the Securities and Exchange Act, the matters that need to be explained can be found on the Public Information Observation Station (https://mopsplus.twse.com.tw), by selecting "Topic Zone," "Investment Zone," and then entering the "Private Placement Zone," where you can find the matters that should be fully explained at the shareholders' meeting, or on our company's website (https://www.kinsus.com.tw).
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