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Lelon Electronics Corp. Proxy Solicitation & Information Statement 2026

May 21, 2026

52108_rns_2026-05-21_65d8d42e-743b-4361-8aeb-4b003023cb13.pdf

Proxy Solicitation & Information Statement

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Lelon

Lelon Electronics Corp.

Meeting Notice for 2026 Annual Meeting of Shareholders

  1. The 2026 Annual Meeting of shareholders (the "Meeting") of Lelon Electronics Corp. (the "Company") will be convened at 9:00 a.m. on June 24, 2026 (Wednesday) at No. 147, Section 1, Guoguang Rd., Dali District, Taichung (The first-floor conference room of the Company). Shareholders may start signing in 8:30 a.m. at the meeting place.

  2. The agenda for the Meeting is as follows:

I. Management Presentation

(1) 2025 Business Report
(2) 2025 Audit Committee’s Review Report
(3) 2025 Employee Compensation and Director Remuneration Distribution
(4) 2025 Director’s Remuneration Report
(5) The Implementation of Private Placement of Securities

II. Proposals

(1) Adoption of the 2025 Business Report and Financial Statements
(2) Adoption of the Proposal for Distribution of 2025 Profits

III. Discussions

(1) Proposal of Private Placements of Capital injection

IV. Questions and Motions

  1. Summary of the 2025 earnings Distribution Proposal: Shareholders will be entitled to receive a cash dividend NT$ 3.5 per share. Upon the approval of Meeting, it is proposed that the Chairman to be authorized to resolve the record date and distribution date. The cash dividend to be distributed to each share will be adjusted accordingly based on the number of actual shares outstanding on the record date.

  2. The Company intends to conduct a private placement of capital injection. Please refer to the end of this document for further details.

  3. Where there is any matter that related to Article 172 of the Company Act or Article 26-1 of the Securities and Exchange Act in the main contents of the annual shareholders’ meeting, shareholders may find the details from Market Observation Post System


(MOPS) (https://mops.twse.com.tw).

  1. In accordance with Article 165 of the Company Act, share transfers shall be discontinued during the period starting from April 26, 2026 until June 24, 2026. For account opening procedures (including submission of seal cards), please contact the Stock Transfer Agency Department of Taishin Securities Co., Ltd. to process the request.

  2. Should there be proxy form solicitors, the Company will prepare a list of solicitors and disclose it on the website of the Securities and Futures Institute before May 22, 2026. For any inquiry, you may enter https://free.sfi.org.tw and enter the query criteria. The agency for counting and verifying the proxy forms for this shareholders' meeting is the Stock Transfer Agency Department of Taishin Securities Co., Ltd..

  3. In addition to the public announcement, a set of sign-in cards and proxy forms for this shareholders' meeting is hereby attached to this notice. If you intend to attend this meeting in person, please fill out the attendance card on the third page, sign or stamp it, and hand it in directly at the venue on the day of this meeting without the need to mail it back. If you entrust a proxy to attend this meeting, please fill out the proxy form, sign or stamp it, and serve it to the Stock Transfer Agency Department of Taishin Securities Co., Ltd., the Company's stock affairs agency, by mail at least five days before the meeting.

  4. In the present meeting, shareholders are entitled to exercise voting powers by electronic means (e-voting). The period of exercise of such right: A period starting from May 23, 2026 until June 21, 2026. A shareholder shall log in into "Shareholders e-voting" of Taiwan Depository & Clearing Corporation (TDCC) (Website: https://stockservices.tdcc.com.tw) and then vote as instructed.

  5. The attendee who attend the shareholders' meeting should bring proof of identity for verification.

  6. Please be advised and act accordingly.

No souvenir is to be offered for the present Annual Meeting of shareholders.

Sincerely,
The Board of Lelon Electronics Corp.


The explanation of the proposed private placement of cash capital injection are as follows.

  1. In order to respond to the operational growth, strengthen the company's financial structure, diversify and increase the flexibility of fundraising channels, the Company proposes to the meeting of shareholders to authorize the Board of Directors to raise medium-to-long-term funds through private placement of common shares, subject to market conditions and the company's funding needs, in accordance with the company's articles of incorporation, relevant laws and regulations, and the principles outlined below. The following is an explanation of the methods, content, and principles for the authorization of the Board of Directors to handle the private placement of securities:

(1) The maximum number of common shares for the private placement is 16,400,000 shares, with a par value of NT$10 per share. The private placement will be conducted in accordance with Article 43-6 of the Securities and Exchange Act and the “Directions for Public Companies Conducting Private Placements of Securities”:

A. The basis and reasonableness of the private placement pricing

(a) The issuance price for the offering will be no less than 80% of the higher of the two calculated prices based on the following criteria, and shall not be lower than the par value of NT$10 per share:

i. The simple average closing price of the common shares of the company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.

ii. The simple average closing price of the common shares of the company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

(b) The actual issuance price of the common shares in the private placement will be based on no less than 80% of the reference price. The actual pricing date and the actual private placement price will be determined by the Board of Directors within the range authorized

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by the resolution of the general meeting of shareholders, taking into account the circumstances of specific persons and the market conditions in the future.

(c) The reasonableness of the private placement pricing: The determination of the aforementioned price is based on reference to the company's share price and complies with the "Directions for Public Companies Conducting Private Placements of Securities" while taking into account the three-year transfer restriction on privately placed securities. Therefore, it should be considered reasonable.

B. The method for selecting the specific persons, the purpose, the reasons for the necessity and the anticipated benefits:

(a) The method for selecting the places and the purpose:

The target of this private placement is limited to specific persons under Article 43-6 of the Securities and Exchange Act, who must be strategic investors that can bring benefits to the Company's long-term development, competitiveness, and existing shareholders' interests. However, there are currently no designated places, and the matters related to the selection of specific persons will be fully authorized by the Board of Directors, subject to the approval of the shareholders' meeting.

(b) The reasons for the necessity and the expected benefits for selecting the places: The selection of prospective places for the private placement is aimed at introducing strategic investment to meet the company's operational development. The selection of prospective places will prioritize those who can provide benefits to the company's future operations. Specifically, the Company will choose strategic places who can help the company develop markets, sell products, and engage in technology cooperation, as well as those who can inject profits into the company and have a positive impact on shareholder interests.

C. The reasons for the necessity of conducting the private placement:

(a) The reasons for not using a public offering: Taking into account the expediency and simplicity of private placement, in order to achieve

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the purpose of introducing strategic investors and considering the three-year transfer restriction on privately placed securities, private placements can further ensure a long-term cooperative relationship between the company and strategic investors. Additionally, authorizing the board of directors to carry out private placement according to the actual operational needs of the company will also effectively enhance the flexibility and agility of the company's fundraising.

(b) The limit on the private placement: A maximum of 16,400,000 shares of common share shall be allowed.

(c) The use of the funds raised by the private placement, and the anticipated benefits: The expected use of funds for the fundraising plan is to repay loans, enhance working capital, and improve financial structure. The private placement will be conducted in two closings within one year from the date of the shareholder meeting's resolution. The expected use of funds and benefits to be achieved for each closing of the private placement are as follows:

Anticipated number of closings The expected number of privately placed shares. The use of the funds for each closing of the private placement The anticipated benefits for each closing
1st closing 8,200,000 shares To repay loans, enhance working capital, and improve financial structure To repay loans and increase working capital to reduce interest burden, improve financial structure, and enhance operational efficiency of the company.
2nd closing 8,200,000 shares To repay loans, enhance working capital, and improve financial structure To repay loans and increase working capital to reduce interest burden, improve financial structure, and enhance operational efficiency of the company.

(2) The rights and obligations of the privately placed common shares in this offering are generally the same as those of the Company's currently issued common shares. However, the transfer of the privately placed common shares shall be subject to Article 43-8 of the Securities and Exchange Act within three years from the delivery date of the privately placed shares.

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After the completion of three years from the delivery date of the privately placed common shares, the Company plans to apply for public issuance and listing of the privately placed common shares in accordance with the Securities and Exchange Act and other applicable laws and regulations.

(3) The main contents of the private placement plan for the issuance of common shares include the actual issue price, number of shares, the terms of issuance, amount of private placement, record date for capital increase, planned items, expected progress, anticipated benefits, and other matters not yet specified. In addition, if there are any changes in the future due to regulatory authorities or objective environmental factors, the Board of Directors will be authorized by the meeting of shareholders to handle the matter in accordance with relevant regulations, except the shareholders' meeting may not grant discretionary authorization to the board of directors or the chairman of the board to set the percentage for the private placement pricing.

(4) In addition to the above authorization, it is proposed to request that the shareholders' meeting authorize the chairman of the board or a designated person to represent the company in signing, negotiating, and changing all contracts and documents related to the private placement of common shares, and to authorize the chairman of the board to handle all other matters related to the private placement of common shares that are not covered by the above authorization.

  1. Investors who wish to enquire about private placements please go to the "Private Placements" section of the Market Observation Post System (https://mops.twse.com.tw) or the Company's website (https://www.lelon.com.tw/tw/inves1.php).

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