ENLIGHT - AGM Information 2023 | FinancialReports.eu

Stock Code ： 2438

ENLight Corporation 1st Extraordinary Shareholders' Meeting in 2023

Meeting Handbook

(Translation Version)

Means of Meeting Convention ： Physical shareholders meeting

Time: November 17, 2023 (Friday) 9:00 a.m.

Venue: Room E, 9th floor, No. 111, Section 2, Qingpu Rd, Zhongli District, Taoyuan City

Contents
	Page
Meeting Procedure…………………………………………………………	2
Meeting Agenda…………………………………………………………….	3
1. Matters for Discussion…………………………………………………..	4
2. Extempore Motion……………………………………………………….	9
Attachment
1. Comparison Table of Amendments to the Articles of Incorporation	10
of ENLight Corporation………………………………………………...
2.Comparison Table of Amendments to ENLight Corporation
Regulations on the Implementation of	13
Endorsement/Guarantee………………………………………………...
3. Securities Underwriters' Opinion Letter on Assessment of the	15
Necessity and Reasonableness of the Private Placement……………...
Appendix
1. Articles of Incorporation (Before revision) ……………………………	22
2. Regulations on the Implementation of Endorsement/Guarantee	30
(Before revision) ………………………………………………...............
3. Rules of Procedure for Shareholders Meetings………………..............	35
4. Shareholdings of directors…………………………………....................	38

ENLight Corporation Meeting Procedure for the 1st Extraordinary Shareholders' Meeting in 2023

Report Present Shares and Call the Meeting to Order
Chairman’s Remarks
Matters for Discussion
Extempore Motion
Meeting Adjourned

ENLight Corporation Meeting Agenda for the 1st Extraordinary Shareholders' Meeting in 2023

I. Means of Meeting Convention ： Physical shareholders meeting
II. Time: November 17, 2023 (Friday) 9:00 a.m.
III. Venue: Room E, 9[th] floor, No. 111, Section 2, Qingpu Rd, Zhongli District, Taoyuan City.
IV. Report Present Shares and Call the Meeting to Order
V. Chairman’s Remarks
VI. Matters for Discussion:

1. Amendments to the Company’s “Articles of Incorporation”.

2. Amendments to the Company's “Regulations on the 。

Implementation of Endorsement/Guarantee”

3. Proposal to issue new shares in private placement for capital increase.

VII. Extempore Motion

VIII. Meeting Adjourned

I. Matters for Discussion:

Item 1 `：` proposed by the Board of Directors

Proposal: The amendments to the Company's “Articles of Incorporation” are hereby presented for resolution.
Explanation: In order to meet the operational needs of the Company, a head office was set up in Taipei City, and the articles were deleted or amended in accordance with the requirements of Corporate Governance and the Laws of Return. Please refer to Attachment 1 for a comparison table of the amended contents.

Resolution:

Item 2 `：` proposed by the Board of Directors

Proposal: The amendments to the Company's “Regulations on the Implementation of Endorsement/Guarantee” are hereby presented for resolution.
Explanation: Based on the operational needs of the Company, some articles are proposed to be amended, please refer to Attachment 2 for a comparison table of the amendments.

Resolution:

Item 3 `：` proposed by the Board of Directors

Proposal: The proposal to issue new shares in private placement for capital increase is hereby presented for resolution.

Explanation:

In order to increase working capital, expand operation scale and improve financial structure, as well as to grasp the timeliness of capital raising, a private placement of 15,000,000 shares of common shares with a par value of NT$10 each is proposed, and the price of each capital raising will be determined in accordance with the regulations of the respective period.
The following is a description of the private placement in accordance with Article 43-6 of the Securities and Exchange Act:
(1) The price of common share in the private placement is based on the simple arithmetic mean of the closing prices of the Company's common share calculated on one, three or five business days prior to the pricing date of the Company's common share, deducting the ex-rights and ex-dividends of the gratis allotment, and adding back the price after the capital reduction and reverse ex-rights, and compare the stock price with the

simple arithmetic mean of the closing price of the common share 30 business days prior to the pricing date, deducting the ex-rights and ex-dividend of the gratis allotment and adding back the stock price of the capital reduction reverse ex-rights, with the higher of the two base calculated prices as the reference price.

(2) The actual issue price of the private placement is set at no less than 80% of the reference price, and the actual pricing date will depend on the specific person to be approached. It is proposed to authorize the Board of Directors to set the private placement price in accordance with the aforementioned method and within the range of no less than the percentage of the shareholders' meeting resolution.
(3) The price of the private placement is set with reference to the Company's operating performance, future outlook and recent stock price. The pricing date is currently set on the date of the board of directors' meeting held on September 27, 2023, at which the Board of Directors' meeting resolved the private placement of capital increase, with the reference price currently set at NT$22.45 per share, and the price of the private placement is currently set at NT$20 per share.
(4) In the event that a future private placement of common share is affected by market factors and may be less than the par value of the stock, the impact on stockholders' equity will be the cumulative loss resulting from the difference between the actual private placement price and the par value of the stock, which will be reported to the Board of Directors for resolution on whether to adopt a capital reduction, earnings, or capital surplus to cover the loss in the future, depending on the actual operating conditions.
(5) Due to the strict restrictions imposed by the Securities and Exchange Act on the timing, target and number of transfers of privately-placed securities, and the prohibition on public offerings within three years, the above private placement price should be considered reasonable taking into account the timing risk.
Method of choosing specific person:
No specific person has been selected yet, and the common share will be offered to those who meet the requirements of Article 43-6 of the Securities and Exchange Act.
(1) Relationship between the list of candidates and the Company, method of selection and purpose.

A. If the candidate is an insider or a related party of the Company

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Method of selection and Relationship with the
Candidate
purpose Company
Chengchun Investment
Beneficial to the Company Director
Co., Ltd.
Weiman Capital Co., Ltd. Beneficial to the Company Director
Rammax Technology Co.,
Beneficial to the Company Director
Ltd.
Chairman of the
Lin, Yi-Shan Beneficial to the Company Company/Corporation
Director's Representative
Tseng, Hsiao-Wei Beneficial to the Company [Corporation ] Director's
Representative
Chairman of the
Yuan, Yung-Teng Beneficial to the Company Company/Corporation
Director's Representative
Wang, Shih-Yi Beneficial to the Company [Corporation ] Director's
Representative
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B. If the candidate is a corporation, items should be disclosed:

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Name of its top ten
Relationship with the
Corporation Candidate shareholders and their
Company
shareholding ratio
Chairman of the
Lin, Yi-Shan(40%) Company/Corporation
Director's Representative
Chengchun Investment Co. Spouse of the Company's
Yu, Chih-Yin(40%)
Chairman
Chiang, Ai-Lan(10%) N/A
Wu, Chao-Jui(10%) N/A
The Chairman of the
UniVenture Management
Company serves as the
Weiman Capital Co., Ltd. Consulting Co.,
person in charge of that
Ltd.(100%)
company.
General Manager of the
Rammax Technology Co.,
Yuan, Yung-Teng(100%) Company/Corporation
Ltd.
Director's Representative
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C. Strategic Investor

Candidates that are strategic investors: The Company has yet to identify strategic investors. The primary consideration shall be those that can directly or indirectly benefit the Company, and through the introduction of private placement of funds, the Company will rely on the strengths of the strategic investors to assist in the expansion of the Company's diversified and versatile operations, with the aim of improving the Company's corporate structure,

contributing to the steady growth of the Company, and achieving the objective of sustainable management.

D. Necessity of specific persons:

The Company will not be excluding any candidate who meets the requirements for private placement. Taking into account the current economic environment which is full of uncertainties, the Company's insiders or related parties remain to be the primary considerations. The purpose, necessity, and expected benefits of the strategic investors lies in the long-term development needs of the Company, and the Company intends to utilize the technology, knowledge, brand name, or channels of the strategic investors to assist the Company in improving its technology, quality, cost reduction, stabilizing the source of supply, increasing efficiency, and expanding the market, among other benefits.

Reasons necessary for organizing a private placement:
(1) Reasons for not adopting public offering The Company has a need for funding in order to expand its operations, and is evaluating the practicality of a public offering, the timeliness of raising funds, and the cost of issuance, etc., and therefore intends to raise funds from specific individuals at an appropriate time through a private placement.
(2) The amount, use of funds, and expected benefits allowed for the private placement of new shares in the form of a cash capital increase: The proposed private placement of up to 15,000,000 shares is intended to be divided into one or two batches within one year from the date of the shareholders' meeting due to the necessity of raising funds in separate batches. Each private placement is expected to strengthen the Company's competitiveness, enhance operational efficiency, and strengthen the financial structure of the Company, which is expected to positively benefit shareholders' rights and interests. The number of shares to be issued in the second private placement may be combined with the number of shares to be issued in the first private placement in the case of a single offering; in the case of two private placements, the number of unissued shares may be combined and issued in the next private placement, and the total number of shares to be issued in the combined private placement is subject to a maximum of 15,000,000 shares. The use of funds and the expected benefits of each private placement are as follows:

A. Number of shares for each private placement: The estimated number of shares to be processed for the first batch will be 7,500,000 and the estimated number of shares to be processed for the second batch will be 7,500,000, with the total number of shares not exceeding 15,000,000.
B. The purpose of each batch of private placement: To increase working capital and expand business scale.
C. Benefits expected to be achieved by each batch: The acquisition of working capital may increase the Company's e-commerce channels, business scale, and competitiveness, which will contribute to the establishment of an e-commerce ecosystem, enhance operational efficiency, and positively benefit shareholders' equity.
If there has been, is, or will be any significant change in managerial control during the period from 1 year preceding the day on which the board of directors resolves on the private placement of securities to 1 year from the delivery date of those privately placed securities, the Company shall engage a securities underwriter to provide an assessment opinion on the necessity and reasonableness for conducting the private placement (Please refer to Attachment 3).
The rights and obligations of the new shares issued under the private placement are the same as those of the Company's outstanding common shares; however, in accordance with the Securities and Exchange Act, the shares of common share issued under the private placement are non-transferable within three years from the date of delivery, except for the transfer of shares to a party in accordance with the provisions of Article 43-8 of the Securities and Exchange Act. Upon the expiration of three years from the date of delivery of the privately placed common shares, the Board of Directors is authorized to decide whether to apply to the competent authorities for the issuance of a consent letter in accordance with the relevant regulations, to complete the procedures for public offering to the competent authorities, and to apply for listing and trading, taking into account the current situation.
The main contents of the private placement plan, in addition to the pricing, in the event of future revisions by the competent authorities or due to changes in external circumstances regarding the issue price, the number of shares to be issued, the amount to be issued, the planned projects, the progress of the use of funds, the estimated potential benefits and other outstanding matters, a proposal shall be made to the

Shareholders' Meeting to authorize the Board of Directors to act in accordance with the relevant regulations.

This proposal has been reviewed and approved by the Audit Committee of the 3rd meeting of the 3rd session, and will be submitted to the extraordinary shareholders' meeting for approval after the approval by the Board of Directors.
Please refer to Market Observation Post System for details of the matters that should be stated in the Company's private placement of securities pursuant to Article 43-6 of the Securities and Exchange Act. (Website: https://mops.twse.com.tw) as well as the Company's website (Website: https://enlightcorp.com.tw)

Resolution:

II. Extempore Motion

Meeting Adjourned

Attachment 1

Comparison Table of Amendments to the Articles of Incorporation of ENLight Corporation

Article	Article after Amendment Current Article Description	Article after Amendment Current Article Description	Article after Amendment Current Article Description
Article 3	The Company has set up its head office inTaipei City, and may set up branch offices domestically or internationally if necessary by resolutionoftheBoard of Directors. The Company has set up its head office in Taoyuan City, and may set up branch offices domestically or internationally if necessary by resolution of the Board of Directors. To meet the Company's operational needs, the head office was established in Taipei City.
Article 14	If a shareholder is unable to attend a shareholders' meeting by any reason, he/she may appoint a proxy to attend the meeting by presenting a power of attorney issued by the Company specifying the scope of authorization. Unless otherwise restricted by law, a shareholder has the right to cast one vote per share, if a shareholder exercises his/her voting rights by electronic means, he/she is recognized as being present in person and his/her related matters shall be handled in accordance with the provisions of the relevant laws and regulations.However, a person's shares shall not be entitled to vote under any of the following circumstances: 1. The Company holds its own shares in accordance with the law. 2. Shares of a controlling company that are held by a subsidiary that owns more than half of the total number of outstanding voting shares or the total amount of capital of the controlling company. 3. Shares of other companies held by the controlling company or its subsidiaries in which the controlling company and its subsidiaries directly or indirectly hold more than half of the total number of outstanding voting shares or the total amount of capital of the other companies combined controlling companies or their subsidiaries. If a shareholder is unable to attend a shareholders' meeting by any reason, he/she may appoint a proxy to attend the meeting by presenting a power of attorney issued by the Company specifying the scope of authorization. Unless otherwise restricted by law, a shareholder has the right to cast one vote per share. However, a person's shares shall not be entitled to vote under any of the following circumstances: 1. The Company holds its own shares in accordance with the law. 2. Shares of a controlling company that are held by a subsidiary that owns more than half of the total number of outstanding voting shares or the total amount of capital of the controlling company. 3. Shares of other companies held by the controlling company or its subsidiaries in which the controlling company and its subsidiaries directly or indirectly hold more than half of the total number of outstanding voting shares or the total amount of capital of the other companies combined controlling companies or their subsidiaries. Exercise of voting rights by e-voting in line with practical amendments
Article 15	Deleted	Unless otherwise stipulated by relevant laws and regulations, resolutions of the shareholders' meeting shall be approved by the shareholders representing more than half of the total number of issued shares present in person or by proxy, with the approval of more than half of the voting rights of the shareholders present. However, in the following cases, the voting rights shall be exercised by shareholders representing two-thirds of the total number of issued shares present in person or by proxy, with the approval of more than half of the voting rights of the shareholders present. 1. Acquisition or merger of other	Reverting to the provisions of the Companies Act and other relevant laws and regulations.

Article Article after Amendment Current Article Description	Article Article after Amendment Current Article Description	Article Article after Amendment Current Article Description	Article Article after Amendment Current Article Description
domestic and foreign enterprises. 2. Dissolution or liquidation, split. In the event that the total number of shares present is less than the aforementioned number, a resolution may be approved by two-thirds or more of the voting rights of the shareholders present representing more than half of the total numberofoutstanding shares.
Article 23-1 Deleted The following major resolutions of the Company require prior approval by two-thirds or more of the directors present at a meeting of the Board of Directors attended by more than half of the directors: 1. Significant changes in the nature of the Company's business, its business items, and/or its primary activities. 2. The Company or its subsidiaries enter into any merger or acquisition, and acquire or dispose of any material assets in excess of USD $3 million. 3.Amendment to Articles of Incorporation. 4. Changes in capital, changes in the rights or obligations of common share, overseas depositary receipts or other types of shares, or any resolution that would dilute the shareholdings of existing shareholders. 5. Resolutions on the distribution of dividends or other distributions and changes in dividend policy. 6. Any transaction between the Company and its subsidiaries, shareholders or other related parties that is not necessary for regular business activities. 7. Establishment and amendment of the Company's annual budget and business plan. 8.The Company or its subsidiaries' commitment to increase long-term investments. 9. Resolution of liquidation or dissolution of the Company or its subsidiaries. 10. Increase or decrease in the number of directors of the Company. Reverting to the provisions of the Companies Act and other relevant laws and regulations.
Article 23-2	Deleted	The following major resolutions of the Company require prior approval by two-thirds or more of the directors present at a meeting of the Board of Directors attended by more than half of the directors: 1. Any guarantee, compensation or loan of funds by the Company and its subsidiaries. 2. The Company or its subsidiaries initiate or participate in any significant litigation proceedings or enter into related settlements in excess of USD $2 million. 3. Assignment or change of the	Reverting to the provisions of the Company Act and other relevant laws and regulations.

Article	Article after Amendment Current Article Description	Article after Amendment Current Article Description	Article after Amendment Current Article Description
	Company's Certified Public Accountant. 4. The appointment and dismissal of general managers and vice general managers of the Company or its subsidiaries. 5. The signing or amending of any major contract with a contract value inexcess ofUSD 2 million.
Article 31	Deleted The maximum dividend of the Company shall be one cent per annum, but the Company shall not be allowed to pay any dividendif it doesnothave any earnings. Reverting to the provisions of the Companies Act and other relevant laws and regulations.
Article 35	(the above is omitted) 40th amendment on June 26, 2018 41st amendment on June 27, 2019 42nd amendment on November 17, 2023	(the above is omitted) 40th amendment on June 26, 2018 41st amendment on June 27, 2019	Date of adding/ amending Article(s)

Attachment 2

Comparison Table of Amendments to ENLight Corporation Regulations on the

Implementation of Endorsement/Guarantee

		Comparison Table of Amendments to ENLight Corporation Regulations on the Implementation of Endorsement/Guarantee	Comparison Table of Amendments to ENLight Corporation Regulations on the Implementation of Endorsement/Guarantee	Comparison Table of Amendments to ENLight Corporation Regulations on the Implementation of Endorsement/Guarantee
Article		Article after Amendment Current Article Description
3		Target The Company's endorsements and guarantees are provided to the following parties: (1) Companies with business dealings approved by the Board of Directors. (2) Subsidiaries ofthe Company that ~~hold more than 50% of the common~~ ~~shares directly.~~ ~~(3) An investee company in which the~~ ~~parent company and its subsidiaries~~ ~~together own more than 50% of the~~ ~~common shares of the investee~~ ~~company.~~ (3) Parent company ~~that owns, directly~~ ~~or indirectly through a subsidiary,~~ more than 50% of the Company's ~~common shares.~~ (4) Among companies in which the Company directly or indirectly holds 90% or more of the voting shares, the Company may provide endorsement/guarantee in an amount not exceeding 10% of the Company's net worth. However, the endorsement and guarantee by a company in which the Company directly and indirectly holds 100% of the voting shares shall be exempted from this limitation. (5) For the purpose of contractual guarantees, or for the purpose of joint investment, all shareholders may endorse the investee company in accordance with their shareholding ratios. The investment referred to in Paragraph 5 implies that the Company invests directly or through a company that owns 100% of the voting shares. Subsidiaries and parent companies referred to herein shall be defined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	Target The Company's endorsements and guarantees are provided to the following parties: (1) Subsidiaries of the Company that hold more than 50% of the common shares directly. (2) An investee company in which the parent company and its subsidiaries together own more than 50% of the common shares of the investee company. (3) Parent company that owns, directly or indirectly through a subsidiary, more than 50% of the Company's common shares. (4) Among companies in which the Company directly or indirectly holds 90% or more of the voting shares, the Company may provide endorsement/guarantee in an amount not exceeding 10% of the Company's net worth. However, the endorsement and guarantee by a company in which the Company directly and indirectly holds 100% of the voting shares shall be exempted from this limitation. (5) For the purpose of contractual guarantees, or for the purpose of joint investment, all shareholders may endorse the investee company in accordance with their shareholding ratios. The investment referred to in Paragraph 5 implies that the Company invests directly or through a company that owns 100% of the voting shares.	To increase the ability of the Company to provide endorsements and guarantees for companies with business dealings as approved by the Board of Directors. The regulations regarding returning of the parent-subsidiary company shall be based on the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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4 Amount Amount Since the net worth of the
The total endorsement and guarantee The total endorsement and guarantee Company is only
amount of the Company is limited to the amount of the Company is limited to the approximately NT$554
net worth of the Company; the net worth of the Company; the million, which is relatively
endorsement and guarantee for a single endorsement and guarantee for a single less than that of other major
enterprise is limited to no more than 40% enterprise is limited to no more than 20% listed companies, the
of the total endorsement and guarantee of the total endorsement and guarantee guarantee limit for endorsing a
amount, and the endorsement and amount, and the endorsement and single enterprise has been
guarantee for a single subsidiary and guarantee for a single subsidiary is limited raised for the purpose of
parent company is limited to no more to no more than the limit of the operational development. In
than the limit of the endorsement and endorsement and guarantee amount (that addition, the endorsement and
guarantee amount (that is, the net worth is, the net worth of the Company). guarantee between parent and
of the Company). The total endorsement and guarantee subsidiary companies is
The total endorsement and guarantee amount for the Company and its limited to the net worth of the
amount for the Company and its subsidiaries as a whole shall be limited to Company.
subsidiaries as a whole shall be limited to the net worth of the Company and the Increase the limit on the
the net worth of the Company and the endorsement and guarantee amount for a amount of endorsement and
endorsement and guarantee amount for a single enterprise shall be limited to no guarantee that the Company
single enterprise shall be limited to no more than 70% of the net worth of the can provide to business
more than 70% of the net worth of the Company. dealings companies approved
Company, However, the total amount of by the Board of Directors.
guarantee and endorsement between
parent and subsidiary companies shall
not exceed the endorsement and
guarantee limit (that is, the net worth of
the Company).
For companies with business dealings
approved by the Board of Directors, the
amount of individual endorsement and
guarantee shall not exceed the amount of
the business dealings between the two
parties if the endorsement and guarantee
is for business dealings.
9 The Establishment, Amendment, The Establishment, Amendment, Deletion Date of adding/ amending
Deletion and Implementation of the and Implementation of the Regulations. Article(s)
Regulations.
(the above is omitted) (the above is omitted)
14th amendment on June 26, 2018 14th amendment on June 26, 2018
15th amendment on June 27, 2019 15th amendment on June 27, 2019
16th amendment on November 17, 2023
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Attachment 3

ENLight Corporation Securities Underwriters' Opinion Letter on Assessment of the Necessity and Reasonableness of the Private Placement

Opinion Letter Appointer ： ENLight Corporation

Opinion Letter Receiver ： ENLight Corporation

Specified purpose of the Opinion Letter ： For use only by ENLight Corporation for private placements of securities.

Report Type ： Assessment Opinions on the Necessity and Reasonableness of the Private Placement

Assessment Organization ： Taichung Commercial Bank Securities Co., Ltd.

ENLight Corporation

Assessment opinion on the necessity and reasonableness of conducting private placements of common stock

ENLight Corporation (hereinafter referred to as ENLight or This Company), in order to strengthen its working capital, scale up its operations and improve its financial structure, has proposed to conduct a private placement of cash capital increase by issuing common shares within the limit of 15,000 thousand shares (hereinafter referred to as the Private Placement), as resolved by the Board of Directors' Meeting held on September 27, 2023, which is expected to be held in one or two batches within one year from the date of the resolution of the Shareholders' Meeting.

According to the provisions of the "Directions for Public Companies Conducting Private Placements of Securities", if there is a significant change in the management right within one year prior to the board of directors' resolution to conduct a private placement and within one year from the date of delivery of the securities, a securities underwriter should be approached to issue an opinion on the necessity and reasonableness of conducting a private placement. This Company currently has 60,195,641 outstanding shares (including the private placement of 29,971,322 shares). Adding the 15,000 thousand shares to the proposed private placement, the paid-in capital is expected to be increased to 75,195,641 shares, and the ratio of the total number of shares of this private placement to the post-private placement capital is expected to be 19.95%. This Company appointed a securities underwriter to issue an opinion on the necessity and reasonableness of the private placement due to the fact that there has been a significant change in the management rights within one year prior to the resolution of the Board of Directors to conduct the private placement of marketable securities.

The contents of this letter are intended solely as a reference for ENLight's Board of Directors' meeting to be held on September 27, 2023 and for future shareholders' (interim) meetings to resolve the Private Placement, and may not be used for any other purpose. The contents of this opinion are assessed with reference to the proposal of the Board of Directors' Meeting provided by ENLight and the information published on the Market Observation Post System, etc., and we hereby declare that this letter shall take no legal responsibility for the impacts of any changes in the contents of this opinion that may be caused by the change of the plan of the Private Placement or any other matters in the future of This Company.

1. Company Profile

This Company was established in January 1982 as Yingchih Enterprise Co., Ltd. and changed its name to ENLight Corporation in July 2014. This Company is mainly engaged in the manufacturing, trading and sales of surface treatment, lighting equipment, electronic components, computers and their peripherals, home appliances, molds, hardware, electrical and mechanical equipment, and retailing of non-storefront and other retailing businesses. This Company's shares were listed on the GreTai Securities Market on December 1996, and have been listed on the Taiwan Stock Exchange since September 2000.

This Company's business segment is divided into e-commerce department, mechanical and electrical department and subsidiary - Ginwin Technology Co., Ltd. The e-commerce department was established in March 2019 and renamed to Easy Life from Enlight, the former self-owned brand of LED lighting, to develop channels and platforms as well as to introduce high-quality home appliances. The mechanical and electrical department was established in September 2019, and its business scope includes the planning and design of various industrial machinery heating equipment and energy-saving solutions, the planning,

design and construction of oil, water, electricity and gas systems for manufacturing plants, and the design, planning and construction of AI intelligent control systems for factories, offices and commercial/residential buildings (including energy-saving and green energy automatic control). The subsidiary, Ginwin Technology Co., Ltd. was established in July 2008, and its business scope involves glass and glass products. It is a professional manufacturer of TFT-LCD color filter recycling and reuse, and its key core technology is the color filter substrate reuse and grinding process. The consolidated product revenue in 2022 were 73% from processing revenue such as glass thinning and polishing, 16% from mechanical and electrical equipment and related components, and 11% from other revenue.

2. Compliance Assessment

The consolidated financial statements of This Company for the year ended December 31, 2022, audited and certified by a certified public accountant, showed net loss after tax and accumulated deficit of NT$22,386 thousand and NT$26,544 thousand, respectively, which made This Company not subject to the restriction of Article 3 of the "Directions for Public Companies Conducting Private Placements of Securities", which prohibits public companies from conducting private placements of securities with net profit and no accumulated deficit for the most recent fiscal year.

3. Assessment of the necessity and reasonableness of the Private Placement

(1) Necessity of the Private Placement

This Company's consolidated operating revenues for 2021~2022 and Q2 2023 were NT$376,481 thousand, NT$210,073 thousand and NT$58,710 thousand, respectively. In addition, This Company's net income (loss) after tax attributable to owners of the parent company was NT$(4,082) thousand, NT$(22,462) thousand and NT$(13,906) thousand for 2021~2022 and Q2 2023, respectively.

In recent years, This Company has adopted a versatile business strategy, seeking cooperation with other industries and increasing business projects. Since 2020, This Company has been developing related businesses such as the planning, design and construction of mechanical and electrical equipment and piping projects for the entire plant, and has now demonstrated its initial results and performance. In terms of e-commerce, we have increased the number of brand endorsers to expand the brand awareness of "Easy Life" and continue to expand our online and offline channels; in the lighting business, we have adopted a strategic alliance approach to take orders and seek collaboration with upstream and downstream manufacturers to expand our business; and in the mechanical and electrical engineering and equipment business, we have gained the trust of our customers in terms of our professional and technical expertise, and we have been providing soft power related services such as planning and designing of manufacturing processes for customers' consultation during the process of order taking and shipment. In order to respond to future operational development, This Company has indeed a need for capital injection. If This Company continues to apply for financing from financial institutions, the interest expense and repayment pressure will generate a financial burden, which will not be favorable to the improvement of This Company's financial risk profile. Meanwhile, This Company's current plan to use the funds from this private placement for the purpose of supplementing working capital, expanding the scale of operations and improving the financial structure is expected to contribute to the stabilization of its operations and gradual growth, and to strengthen This Company's financial structure, provide flexibility in the deployment of capital, satisfy This Company's capital needs, enhance This Company's sound operation and development, and take into account shareholders' rights and interests; therefore, it is

necessary for This Company to conduct a cash capital increase by way of a private placement.

(2) Reasonableness of the Private Placement
A. Reasonableness of the procedures for the issuance of Private Placement

The private placement is scheduled to be approved by the board of directors on September 27, 2023, and will only be implemented after the approval of the shareholders at the shareholders' meeting. Upon reviewing the board of directors' proposal for the Private Placement, the content of the proposal, pricing method, and the selection of the Private Placement candidates are all in compliance with the Securities and Exchange Act and relevant laws and regulations, and there are no significant abnormalities.

B. Reasonableness of the adoption reason for the private placement

Considering that This Company may not be able to obtain the necessary funds within a short period of time if it raises funds through a public offering, and that a Private Placement is a relatively quick and convenient way to obtain the necessary funds within a short period of time, it is reasonable for This Company to issue common stock through a Private Placement rather than through a public offering.

C. Reasonableness of the benefits expected to arise from the Private Placement

The purpose of This Company's capital is to supplement This Company's working capital, and it is considered reasonable to obtain capital through a private placement, which may not only improve This Company's available capital, but also positively benefit This Company's operations.

D. Reasonableness of the transfer of management rights as a result of the Private Placement

If the targets of the Private Placement are insiders or related parties, there will be no risk of change in management rights. The maximum number of common shares to be resolved for the Private Placement is 15,000 thousand shares, which will account for 19.95% of This Company's capital after the Private Placement, and if all of the shares are purchased by the strategic investors, there might be significant change in This Company's management rights, which is unlikely, but if there is a change in management rights, information disclosure will be made in accordance with the relevant regulations to ensure the shareholders' rights.

If This Company introduces a strategic investor, it will select an individual or corporation who can provide the financial resources, operation and management techniques, integration of operation and development, strengthening of financial cost management, business development training, and channel development required for its current operations, which will further assist This Company in enhancing its overall competitive advantage, with the aim of increasing This Company's revenues and profits; in addition, the requirement that the privately-placed common shares are not transferable for a period of three years, and the use of funds from the private placement must have clear benefits before applying to the competent authorities for public offering, will better ensure the long-term collaborative relationship between This Company and the strategic investor, which will help stabilize This Company's operations.

Considering the current operation condition of This Company, it is not easy to raise funds through public offering of securities. Instead, This Company may obtain the necessary funds in a short period of time by adopting the private placement method, which is quick and convenient, and thus it is reasonable for This Company to issue common stock through the Private Placement method rather than the public offering method.

4. The Private Placement's impact on This Company's business, finance and shareholders' equity

(1) Impact on This Company's business

Due to the accelerating competition in the industry in which This Company operates and the challenges to market growth, This Company is in urgent need of proactive restructuring to break through the operational bottleneck and improve the current operating situation. Therefore, in this private placement, This Company, in addition to considering the continuation of business and the stability of the management, proposed that This Company should use insiders or related parties as the main candidates, while not excluding the introduction of strategic investors that will be beneficial to the future operation of This Company, with a view to assisting This Company in expanding the market share and enhancing the overall competitiveness of This Company, thereby increasing revenue and profitability, which should be positively beneficial to This Company's business.

(2) Impact on This Company's finance

Given This Company's current operating conditions, it would be difficult for This Company to obtain better borrowing terms, therefore, raising debt would increase This Company's financial costs. The purpose of this private placement is to supplement working capital, repay bank loans, or otherwise meet This Company's future development needs. In addition to avoiding the increased financial risks associated with increased debt ratios and interest expense due to over-reliance on bank borrowings, This Company will also be able to meet its future operational and development capital needs to strengthen its operating risk profile and its competitiveness, therefore, the timely and effective injection of capital from the Private Placement should have a positive impact on the financial aspects of This Company.

(3) Impact on This Company's shareholders' equity

The targets of the Private Placement are insiders or related parties who are familiar with This Company's operations, and strategic investors are not excluded, with a view to assisting This Company in expanding its market share, enhancing This Company's overall competitiveness, and thereby generating profits. Although the introduction of strategic investors may result in a significant change in management rights, the private placement of common stock, which is non-transferable for a period of three years, ensures a long-term collaborative relationship between This Company and the strategic investors and will be helpful in stabilizing This Company's operations. In the event that the price of the Private Placement is lower than the par value of the shares due to the pricing method stipulated in the aforementioned Act, and This Company incurs an accumulated loss, This Company will, depending on This Company's operations and the market situation, apply for a capital reduction in the future to offset the loss, or use the revenues generated from future operations to apply for a surplus or a capital reserve to offset the loss, which is a reasonable way to respond to the situation. Overall, the Private Placement should have a positive impact on This Company's shareholders' equity.

Based on the above analysis, if the Private Placement is successfully completed, it should have a positive impact on This Company's business, finance and shareholders' equity.

Summary of assessment opinions

Based on the above assessment, taking into account This Company's future long-term development and the flexible utilization of its financial policies, the funds from the Private Placement will be used to supplement This Company's working capital, expand its scale of operations and improve its financial structure. It is expected that the successful implementation of the Private Placement will effectively improve This Company's risk profile and enhance its competitiveness, which will in turn increase its profitability and positively benefit shareholders' equity. Taking into account This Company's profitability and the feasibility of raising capital through public offering, This Company's proposed Private Placement of common shares is necessary and reasonable.

Assessor: Taichung Commercial Bank Securities Co., Ltd.

Representative: Yeh, Hsiu-Hui

September 26, 2023

Declaration of Independence

The Company was entrusted to issue an assessment opinion on the necessity and reasonableness of a Private Placement of common shares of ENLight Corporation (hereinafter referred to as This Company) for the year 2023.

The Company, in carrying out the above mentioned services, hereby declares that the following items do not exist:

The Company is not an equity-method investee of This Company.
The Company is not an equity-method accessed investor in the This Company.
The Chairman or the General Manager of the Company is not the same person as the Chairman or the General Manager of This Company, or is not related to him/her as a spouse or consanguineous within second degree.
The Company is not a director or supervisor of This Company.
This Company is not a director or supervisor of the Company.
Other than the above, the Company does not have any related party relationship with This Company as stipulated in Article 18 of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

We maintain a spirit of absolute independence in our assessment opinion of the necessity and reasonableness of the This Company's Private Placement of common shares.

Assessor ： Taichung Commercial Bank Securities Co., Ltd.

Representative: Yeh, Hsiu-Hui

September 26, 2023

Appendix 1

ENLight Corporation Articles of Incorporation (Before revision)

Chapter 1 General Rules

Article 1 The Company is incorporated in accordance with the "Company Act", under the name of “Enlight Corporation”.

Article 2 The Company operates the following business:

1.CA04010 Surface Treatments

2.CC01040 Lighting Equipment Manufacturing 3.CC01080 Electronics Components Manufacturing

4.CC01110 Computer and Peripheral Equipment Manufacturing 5.CQ01010 Mold and Die Manufacturing 6.F106010 Wholesale of Hardware 7.F106030 Wholesale of Molds 8.F113020 Wholesale of Electrical Appliances 9.F113050 Wholesale of Computers and Clerical Machinery Equipment 10.F119010 Wholesale of Electronic Materials 11.F199990 Other Wholesale Trade 12.F206010 Retail Sale of Hardware 13.F206030 Retail Sale of Molds 14.F213010 Retail Sale of Electrical Appliances 15.F213030 Retail Sale of Computers and Clerical Machinery Equipment 16.F219010 Retail Sale of Electronic Materials 17.F299990 Retail Sale of Other Products 18.F401010 International Trade 19.F108031 Wholesale of Medical Devices 20.F208031 Retail Sale of Medical Apparatus 21.F399040 Retail Sale No Storefront 22.F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 23.E601010 Electric Appliance Construction 24.E603090 Lighting Equipments Construction 25.ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. 26.CB01010 Mechanical Equipment Manufacturing 27.CB01990 Other Machinery Manufacturing 28.CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing 29.CE01010 General Instrument Manufacturing

30.E599010 Piping Engineering

31.E604010 Machinery Installation

32.F113010 Wholesale of Machinery 33.F113990 Wholesale of Other Machinery and Tools 34.F213080 Retail Sale of Machinery and Tools 35.F213990 Retail Sale of Other Machinery and Tools

Article 2-1 The Company may provide external endorsements or guarantees as required by its business needs.

Article 2-2 The total investment amount of the Company is not subject to the restriction of the Company Act, Article 13.

Article 3 The Company is headquartered in Taoyuan City, Taiwan. If necessary, the Board of Directors may pass a resolution to set up branches in appropriate domestic and overseas locations.

Article 4 Deleted.

Chapter 2 Stock Shares

Article 5 The Company has the authorized share capital of NT$4 billion, divided into 400 million shares, at NT$ 10 per share. The Board of Directors is authorized to issue shares in installments as business needed. 50 million share capital, divided into 5 million shares, at NT$ 10 per share are reserved for the subscription of employee stock options. Article 5-1 Deleted.

Article 6 Share certificates of the Company shall be issued only if they bear the names of the shareholders, be appropriately serial numbered, be signed by or affixed with the personal seals of three or more Directors of the Company, and be duly signed and authenticated by the responsible authority or a share registry endorsed by the regulatory authority. The Company is exempted from issuing any physical share certificates for the shares issued for registration with a centralized depositary.

Article 7 Shareholders shall provide their name or title, domicile or residence, and seal template filled in the seal card to the Company or shareholder services agent for record. The collection of dividends or exercise of all rights in the future shall base on the seal card on file.

Article 8 Upon transfer or pledge of shares, the transferor and transferee shall complete an application for registration of the transfer and affix their personal seals on the application. The application and the associated share certificates, affixed with the personal seals of the transferor and transferee on the back page, together with other documents evidencing the transfer, shall be submitted to the Company for the purpose of registration of the transfer. Before registration, the rights of shares still belong to original holders. Article 9 Shareholders shall report loss or damage of stock certificates to the Company based on the Regulations Governing the Administration of Shareholder Services of Public Companies

before applying to issue replacement of stock certificates.

Article 9-1 The Company shall charge for administrative fees and stamp duties for the reissue of stock certificates.
Article 10 Shareholders shall use their real name. If they are government offices or corporations, they shall use the name of government offices or corporations.
Article 11 Shareholders shall not transfer sharers 60 days prior to regular shareholders' meeting, 30 days prior to extraordinary shareholders' meeting, or 5 days prior to the distribution base of dividends, bonuses or other benefits.

Chapter 3 Shareholders’ Meeting

Article 12 There are two types of shareholders’ meeting, the regular and the extraordinary meetings. The Board of Directors shall convene the regular one within 6 months after the end of each fiscal year and the extraordinary ones according to the law if needed.
Article 13 The notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date and 15 days for the extraordinary one. The date, place, and causes of the shareholders’ meeting shall be indicated in the notice to individual shareholders. The notice given to shareholders who hold less than 1,000 shares may be given in the form of a public announcement.
Article 14 If a shareholder is unable to attend the shareholder meeting in person, a proxy can be appointed to attend on behalf of such shareholder by completing the Company's proxy form and by specifying the scope of delegated authority. The shares shall have no voting power under any of the following circumstances:
The shares held by the issuing company itself in accordance with the laws.
The shares of a holding company that are held by its subordinate company, where the total number of voting shares or total shares equity held by the holding company in such a subordinate company represents more than one half of the total number of voting shares or the total shares equity of such a subordinate company.
The shares of a holding company and its subordinate company that are held by another company, where the total number of the shares or total shares equity of that company held by the holding company and its subordinate company directly or indirectly represents more than one half of the total number of voting shares or the total share equity of such a company.
Article 15 Except other regulations, a shareholder meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
A resolution for the following circumstances shall be adopted by a majority vote at a meeting of shareholders attended by shareholders representing two-thirds or more of the total number of the outstanding shares of the company.
Acquisition or merger of other domestic and foreign enterprises.

2. Dissolution, Liquidation, or Split

If the total number of shares represented by shareholders present at a shareholders’ meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by two-thirds of the votes of the shareholders present at a shareholders’ meeting attended by shareholders representing a majority of the total number of the outstanding shares of the company.
Article 16 The chairman of the board of directors shall internally preside the shareholders' meeting. In case the chairman of the board of directors is on leave or absent, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave or absent, the chairman of the board of directors shall designate one director or the person outside the board of directors to act on his behalf. In the absence of such a designation, they shall elect among themselves an acting chairman of the shareholders’ meeting.
Article 17 The minutes of the shareholder’s meeting shall include the meeting date, place, the number of attending shareholders and the votes, the name of the Chairman, the method and items of resolutions, and the signature or seal of the Chairman. The minutes of the shareholder’s meeting with attendance book and proxy letters should be stored within the Company. The distribution of the minutes shall be disseminated to each shareholder within 20 days after the meeting. Distribution of the minutes can be made in the form of announcement.

Chapter 4 Directors

Article 18 The Company’s Board is with 5 to 7 directors elected by a nomination system from the director candidate list in the shareholder’s meeting for the term of 3-year and eligible for reelection.

The total shareholding ratio of all directors is processed in accordance with the securities regulatory authorities

There shall be at least three Independent Directors. Other compliance matters of the independent directors shall be handled in accordance with the securities regulatory authorities.

Article 18-1 The Company shall take out liability insurance for directors with respect to liabilities resulting from exercising their duties for all Directors
Article 18-2 The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act and the audit committee shall be composed of the entire number of independent directors. The Audit Committee shall be responsible for the execution of Company Act, Securities Exchange Act, and other supervisory functions regulated by law.
Article 19 When the vacancy of directors reaches one-third, the board of directors shall convene an election in an extraordinary meeting of shareholders within 60 days. The term of office

shall be limited to complement the original term.

Article 20 If new directors cannot be elected in time after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. Article 21 The directors shall organize the board of directors to elect a chairman and a deputy chairman among directors during a board meeting with more than two thirds of directors present, and with the support of more than half of attending directors. The Chairman serves as the Company’s representative.

Article 22 The Company’s operating strategy and major matters shall be determined by the board of directors. Besides the first board meeting of each session based on Article 203 of Company Act, the chairman of the board shall preside the meeting. In case the chairman of the board is unable to perform duties due to leave of absence or any reason, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also unable to perform duties due to leave of absence or any reason, the chairman of the board shall designate one director to act on his behalf. In the absence of such a designation, they shall elect among themselves an acting chairman of the meeting. The Company's board meetings shall be convened seven days in advance with a notice to all directors. The board meetings may be convened anytime in case of emergency. A notice of the board meeting may be given to the Company’s directors in document, email or via fax. Article 23 Except the regulation of Company Act and Article of Incorporation, a directors’ meeting resolution is passed when more than 50% of all directors are present in the meeting, and voted in favor by more than 50% of all directors presented at the meeting. If directors are unable to attend the meeting, they may seek proxy attendance by another director, and a separate proxy letter shall be issued for the board meeting with the extent of delegated authority specified separately for each agenda item. Each proxy attendant may only represent the presence of one absent director. The directors who present in the online meeting will take as presence in person. Article 23-1 The Company’s major resolutions below is passed when more than 50% of all directors are present in the meeting, and voted in favor by more than two thirds of presented directors at the meeting:

Significant changes in the company's business, operation, and major activities.
The Company or its subsidiaries undertake any M&A, and acquisition or dispose of assets exceeding US$3 million.
Amendment of the Articles of Incorporation.
A change in capital, a change in the rights or obligations of common stocks, overseas depositary receipts or any resolution that may dilute the equity of existing shareholders.
Resolutions on the distribution of dividends or other distribution matters, and changes in dividend payment policies.
Any transaction between the Company and its subsidiaries, shareholders or other

related persons that is not necessary for the normal course of business.

Proposal and revision of the Company's annual budget and business plan.
The Company or its subsidiaries commit to increasing long-term investments.
Resolution of liquidation or dissolution of the Company or its subsidiaries.
10.Increase or decrease in the number of directors of the Company.
Article 23-2 The Company’s major resolutions below is passed when more than 50% of all directors are present in the meeting, and voted in favor by more than 50% of presented directors at the meeting
The Company and its subsidiaries make any guarantees, compensations or loans.
The Company or its subsidiaries have initiated or involved in any material litigation or settlement for an amount exceeding US$2 million.
Appointment or change of Company’s CPA.
Appointment and dismissal of the general manager and deputy general manager of the Company or its subsidiaries.
For any major contracts for an amount exceeding US$2 million.

Article 24 The minutes of the board meeting shall include the summary and resolution of the

meeting with the signature or seal of the Chairman. The distribution of the minutes shall be disseminated to each director within 20 days after the meeting The minutes of the board meeting with attendance book and proxy letters should be stored within the Company.

Article 25 Deleted.

Chapter 5 Managers and Officers

Article 26 There shall be one general manager in the Company who shall be appointed and dismissed with the resolution in the board meeting when more than 50% of all directors are present, and voted in favor by more than 50% of presented directors. The deputy general managers shall be nominated by the general manager, and their appointment or removal shall be approved by the Board of Directors.

Article 27 Deleted.

Article 28 The directors are entitled to receive compensation regardless of the company's profit or loss at the standard of the industry.

Article 29 The general manager and deputy general manager of the Company or its subsidiaries as described in Paragraph 23-2-4 shall be appointed and dismissed with the resolution in the board meeting when more than 50% of all directors are present, and voted in favor by more than 50% of presented directors. Other employees or consultants of the Company shall be appointed and dismissed by the general manager.

Chapter 6 Financial Reports

Article 30 At the end of the fiscal year, the Board of Directors shall prepare the following reports and submit to the regular shareholder's meeting for acceptance:

Business Report
Financial Statements
Proposal for earning distribution or deficit compensation
Article 31 The Company's dividends are calculated at a maximum of one cent per annum, but the Company may not use principal as dividend if there is no surplus.
Article 32 If the Company makes a profit (profit means pre-tax profit before the distribution of employee and director remuneration), the Company shall appropriate not less than 3% of the profit for employee remuneration and not more than 3% for director remuneration. However, if the Company still has accumulated deficit (including the amount of adjustment of unappropriated earnings), the amount of compensation should be reserved in advance.
The employee compensation may be paid in stock or cash to employees of the Company's subsidiaries who meet the criteria set by the Board of Directors. The remuneration to directors may be paid in cash only.
The two items above shall be implemented by resolution of the board of directors and reported to the shareholders' meeting.
Article 32-1 The Company's net profit after tax shall first make up for the accumulated deficit (including the adjustment of unappropriated earnings) and allocate 10% as legal reserve, except when the accumulated legal reserve has reached the Company's total paid-in capital. The Company may also allocate the special reserve as required by law or by the competent authority. The Board of Directors shall prepare a proposal for the appropriation of the remaining earnings, including the amount of unappropriated earnings (including adjustments to unappropriated earnings) at the beginning of the period, and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders.
Article 32-2 The company's dividends shall be distributed based on the 'balanced dividend policy', depending on the capital situation in the current year, and the stock dividend shall not be higher than 50%, and the rest shall be cash dividends.

Chapter 7 Supplementary Provisions

Article 33 The internal organization and the detailed procedures relevant to the business operation of the Company shall be separately determined by the Board.

Article 34 Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws.

Article 35 The Articles of Incorporation was established on December 3, 1981. The first amendment was made on December 28, 1981. The second amendment was made on June 18, 1982. The third amendment was made on December 20, 1984. The fourth amendment was made on April 18, 1985. The fifth amendment was made on March 31, 1986. The sixth amendment was made on June16, 1986. The seventh amendment was made on October 25, 1987. The eighth amendment was made on February 25, 1988. The ninth amendment was made on August 10, 1988. The tenth amendment was made on March 18, 1989. The eleventh amendment was made on November 15, 1989. The twelfth amendment was made on July 1, 1990. The thirteenth amendment was made on July 5, 1991. The fourteenth amendment was made on December 5, 1991. The fifteenth amendment was made on June 8, 1992. The sixteenth amendment was made on June 11, 1994. The seventeenth amendment was made on May 27, 1995. The eighteenth amendment was made on June 14, 1996. The nineteenth amendment was made on April 16, 1997. The twentieth amendment was made on May 11, 1998. The twenty-first amendment was made on June 14, 1999. The twenty-second amendment was made on June 12, 2000. The twenty-third amendment was made on June 20, 2001. The twenty-fourth amendment was made on June 20, 2001. The twenty-fifth amendment was made on June 20, 2001. The twenty-sixth amendment was made on June 25, 2002. The twenty-seventh amendment was made on February 27, 2003. The twenty-eighth amendment was made on May 27, 2004. The twenty-ninth amendment was made on June 14, 2005. The thirtieth amendment was made on June 15, 2006. The thirty-first amendment was made on May 22, 2007. The thirty-second amendment was made on June 13, 2008. The thirty- third amendment was made on June 18, 2010. The thirty-fourth amendment was made on June 24, 2011. The thirty-fifth amendment was made on June 22, 2012. The thirty-sixth amendment was made on June 23, 2014. The thirty-seventh amendment was made on June 27, 2015. The thirty-eighth amendment was made on June 6, 2016. The thirty-ninth amendment was made on June 14, 2017. The fortieth amendment was made on June 26, 2018. The forty-first amendment was made on June 27, 2019.

Effective on the date of submission to the regulation authority for approval, and the same applies to amendments

Appendix 2:

ENLight Corporation Regulations on the Implementation of Endorsement/Guarantee (Before revision)

1. Purpose

All endorsement and guarantee matters between the Company and its subsidiaries are governed by the provisions of these regulations.

2. Scope

The endorsements and guarantees referred to herein include financing endorsement, customs endorsement and other endorsements and guarantees.

2.1 Financing endorsement and guarantee: refers to the endorsement and guarantee for the purpose of discounting customer's bills for other companies' financing, and for the purpose of the Company's financing, the issuance of bills to non-financial companies as guarantee.
2.2 Customs endorsement and guarantee: refers to the endorsement or guarantee for the Company or other companies in relation to customs matters.
2.3 Other endorsements and guarantees: endorsements or guarantees that cannot be categorized under the previous two items.
2.4 If the Company provides movable properties or real estate as collaterals or mortgages for the loans of other companies, the Company shall abide by the regulations.
2.5 Subsidiaries shall also comply with these regulations when acting as an endorser, and the parent company shall announce and declare the endorsement on behalf of the subsidiaries.
2.6 The aforementioned subsidiaries are recognized in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
2.7 The term "net worth" as used herein refers to the equity attributable to the owners of the parent company in accordance with the balance sheet required by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

3. Target

The parties to whom the Company may provide endorsement and guarantee are as follows:

(1) Subsidiaries that directly own more than 50% of the common shares.
(2) An investee company in which the parent company and its subsidiaries together own more than 50% of the common shares of the investee company.
(3) A parent company that owns, directly or indirectly through a subsidiary, more than 50% of the Company's common shares.
(4) An endorsement/guarantee may be made by a company in which the Company directly or indirectly holds 90% or more of the voting shares, and the amount of such endorsement/guarantee shall not exceed 10% of the Company's net worth. However, the endorsement and guarantee by a company in which the Company directly and indirectly holds 100% of the voting shares shall not be limited to this amount.

(5) For the purpose of contractual guarantees, or for the purpose of joint investment, all shareholders may endorse the investee company in accordance with their shareholding ratios.

The capital contribution referred to in paragraph 5 means a direct capital contribution by the Company or a capital contribution through a company holding 100% of the voting shares.

4. Amount

The total endorsement and guarantee amount is limited to the net worth of the Company. The endorsement and guarantee for a single enterprise is limited to no more than 20% of the total endorsement and guarantee amount, however, the endorsement and guarantee for a single subsidiary is limited to no more than the endorsement and guarantee amount (i.e., the net worth of the Company).

The total amount of endorsement and guarantee for the Company and its subsidiaries as a whole is limited to the Company's net worth and the amount of endorsement and guarantee for a single enterprise is limited to no more than 70% of the Company's net worth.

5. Organizing Unit

The organizer and management unit of these regulations is the Finance Department.

6. Procedures for Processing, Announcement and Declaration

6.1 Procedures for processing:
(1) When the Company enters into an endorsement/guarantee, the management should submit a signed document stating the necessity and reasonableness of the endorsement/guarantee, the credibility and risk assessment of the endorsement/guarantee recipients, the impact on the Company's operating risks, financial condition and shareholders' equity, whether the collateral should be obtained and the assessed value of the collateral, and then, upon the Board of Directors' approval, report the relevant information to the Shareholders' Meeting for future reference.
(2) The finance department should make monthly publishments on the endorsement and guarantee records of the guaranteed items, with the names of the endorsed companies, the results of the risk assessment, the endorsement and guarantee amounts, the contents of the endorsed collaterals, and the conditions and dates of releasing the endorsed and guaranteed liabilities.
(3) When acting as a guarantor for a foreign company, the letter of guarantee issued by the Company shall be signed by a person authorized by the Board of Directors.
6.2 The standards required for filing public declarations.
In addition to announcing and declaring the balance of the monthly endorsement/guarantee, if the endorsement/guarantee amount reaches one of the following standards, the organizer should make a separate announcement/reporting and enter it into the public website designated by the competent authority:

(1) The balance of the endorsement and guarantee of the Company and its subsidiaries amounted to at least 50% of the net worth of the Company's most recent financial statements.
(2) The balance of guarantees endorsed by the Company and its subsidiaries to a single corporation amounted to 20% or more of the net worth of the Company's most recent financial statements.
(3) The Company and its subsidiaries have endorsed and guaranteed to a single corporation an amount of at least NT$10 million, and the total endorsement and guarantee, investment accounted for under the equity method, and loans and advances to a single corporation amounted to at least 30% of the net worth of the Company's most recent financial statements.
(4) The new endorsement and guarantee amount of the Company or its subsidiaries reaches NT$30 million or more and 5% or more of the net worth of the Company's most recent financial statements.
(5) If a subsidiary is not a domestic public offering company, the Company shall be responsible for the matters in paragraph 4 in these regulations, that should be announced and declared on behalf of the subsidiary if there is any.
6.3 Procedures for announcements and declarations:
(1) The term announcement and declaration referred to in these regulations refers to the Market Observation Post System designated by the competent authority.
(2) The organizer should announce the balance of endorsement and guarantee, together with the turnover and loan situation of the previous month on the Market Observation Post System before the 10th day of each month.
(3) When the endorsement/guarantee amount of the Company reaches 6.2 of the standards required for filing public declarations, the Company shall make a public announcement and report in accordance with the required format within two days from the date of the occurrence of the fact.
(4) The date of the occurrence of the fact refers to the contract date, the date of payment, the date of resolution of the board of directors, or other date sufficient to determine the target and the amount of the endorsement or guarantee, whichever occurs first.

7 The Use of Seal

The seal for endorsement and guarantee is the company seal registered with the Ministry of Economic Affairs. The seal used for endorsement and guarantee procedures is in accordance with the Company's "Regulations for the Management of Seals".

8 Penalties for Violation and Other Matters

8.1 The Company and its subsidiaries that are allowed to provide endorsement/guarantee under the "Regulations Governing Subsidiaries" are required to follow these regulations, and any violation of these regulations by an employee will be penalized depending on the severity of the case.

8.2 Subsidiaries are required to comply with the internal regulations of the subsidiaries when handling the endorsement and guarantee procedures.
8.3 In the event that a subsidiary whose net worth is less than one-half of the paid-in capital is the target of the endorsement/guarantee, the Company shall immediately notify the subsidiary to set up an improvement plan and shall accomplish the improvement in accordance with the schedule. The Organizer shall review the improvement schedule proposed by the subsidiary at least once a month.
If a subsidiary's shares have no par value or the par value of each share is not NT$10, the paid-in capital calculated in accordance with the preceding regulation shall be based on the sum of the share capital + capital surplus - share premium.
8.4 The Company's internal auditors shall audit the endorsement/guarantee implementation plan and its implementation status at least quarterly and keep a written record of such audits, and shall immediately notify the Audit Committee in writing if any significant violation is found.
8.5 If, due to changes in circumstances which result in the endorsement/guarantee targets not complying with the relevant laws and regulations and the Company's regulations, or if the amount of the endorsement/guarantee exceeds the limit, the Company shall draw up a plan for improvement, submit the relevant improvement plan to the Audit Committee, and accomplish the improvement in accordance with the schedule.

9 The Establishment, Amendment, Deletion and Implementation of the Regulations.

The establishment, amendment, deletion and implementation of these Procedures are in accordance with the Company's "Standard Operating Procedures" and shall be approved by the Audit Committee, submitted to the Board of Directors for resolution, and presented to the shareholders' meeting for approval. If any director expresses disagreement and there is a record or a written statement of the disagreement, the Company shall forward the disagreement to the Audit Committee and present it to the shareholders' meeting for discussion, and the same applies to any amendment.

The Company has established an Audit Committee. The establishment or amendment of the endorsement/guarantee implementation plan shall be approved by at least one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution.

If the preceding item has not been approved by at least one-half of all members of the Audit Committee, it may instead be approved by at least two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors' meeting. All members of the Audit Committee referred to in the second paragraph and all directors referred to in the preceding paragraph are counted based on those who are actually in service. The regulations were established on October 2, 1990.

The first amendment was made on May 1, 1992

The second amendment was made on December 31, 1993

The third amendment was made on February 20, 1997

The fourth amendment was made on April 16, 1997

The fifth amendment was made on May 11, 1998. The sixth amendment was made on July 18, 1998. The seventh amendment was made on May 31, 2000 The eighth amendment was made on September 26, 2000 The ninth amendment was made on June 25, 2002 The tenth amendment was made on February 17, 2003 The eleventh amendment was made on June 19, 2009. The twelfth amendment was made on June 18, 2010. The thirteenth amendment was made on June 10, 2013. The fourteenth amendment was made on June 26, 2018 The fifteenth amendment was made on June 27, 2019

Appendix 3:

ENLight Corporation Rules of Procedure for Shareholders’ Meetings

Article 1 Legal Basis

The Rules of Procedure for Shareholders Meetings was established according to Company Act, Article of Incorporation, and related regulation.

Article 2 Scope of application

The Rules of Procedure shall apply to shareholders' meetings and extraordinary shareholders' meetings of shareholders convened in accordance with the law.
"Shareholders" in the Rules of Procedure shall be referred to the register of shareholders, which means shareholders themselves, including the shareholders' representatives and proxies. Present shareholders are required to wear a badge of attendance for calculation of their equity in attendance accordingly, which will not be affected by the absence of shareholders.

Article 3 Meeting Time

The meeting time shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
At the time of the meeting, the chairman shall announce to start the meeting and declare the number of shares in the presence and non-voting rights. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
In the event of a lengthy session, the chairman may declare a break in the middle of the session for not exceed 20 minutes. In the event of an unavoidable, the chairman may suspend the meeting temporarily announce the time for resumption of the meeting.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 4 Agenda

If the shareholders meeting is convened by the board of directors, the agenda shall be determined by the board of directors, and the meeting should be conducted in accordance with the scheduled agenda, which cannot be changed without a resolution of the shareholders. If the meeting is convened by a person other than the board of directors who has the right to convene according to the provisions in the preceding paragraph.
If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman of the board. When the chairman is on leave or unable to

exercise the powers for any reason, he shall appoint one of the directors to act. Where the chairman does not make such a designation, the directors shall select one person to serve as chair among themselves who is in the position for six months or more and understand the financial and business conditions of the Company. The same shall be true for a representative of a corporation director. If a shareholders meeting is convened by a party entitled who shall be the chairman to preside the meeting. When there are two or more such parties, they shall mutually select a chair from among themselves.

The Company may assign the appointed attorney, CPA, or responsible personnel to attend the shareholder’s meeting
The company shall make continuous and uninterrupted audio or video recordings of the shareholders' registration process, meeting process, and voting counting process from the time of accepting shareholder registration, and shall keep them for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of the "Company Act", the aforesaid documents shall be retained until the end of the litigation.
The staff responsible for organizing the shareholder’s meeting shall wear identification badges or armbands. The Chairman may direct disciplinary or security personnel to help keep the meeting place in order. The disciplinary or security personnel who help to keep the meeting place in order should wear badges or armbands with “Marshal” affixed.
Before the end of the agenda (including temporary motions), the chairman shall not declare to dismiss without any resolution. If the chairman violates the rules of procedure and announces the adjournment of the meeting, other members of the board of directors shall promptly assist the present shareholders to elect a chairman in accordance with legal procedures with the consent of more than half of the voting rights of the present shareholders, and continue the meeting.

Article 5 Shareholder’s Proposal

Shareholders holding one percent or more of the total number of outstanding shares may propose to the Company for discussion at the shareholder’s meeting. Only one proposal shall be included in the agenda. Proposal shall not be included in the agenda under any of the following circumstances of Article172-1, Paragraph 4 of Company Act. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda
Prior to the book closure date before a regular shareholders meeting is held, the Company shall announce its acceptance of shareholder proposals, the location and time period for their submission. The period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals, and put the result in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting, the board of directors shall explain for any shareholder proposals not included in the agenda.
In addition to the motions listed on the agenda, shareholders may propose motions during the extempore motions. Any other motions, amendments or substitutions to the original motions proposed by shareholders shall be stated with reasons and other necessary matters, and shall be seconded by other shareholders. If the motion should be specified in the meeting notice according to law, it cannot be proposed as an

extempore motion.

Article 6 Regulation of Shareholders’ Speech

An attending shareholder must specify on a speaker's slip the subject of the speech, shareholder’s account number (or attendance card number), and account name before its speech. The order in which shareholders’ speech will be set by the chairman.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
If a shareholder's speech violates the regulations or exceeds the scope of the topic, the chairman may stop his speech. If a shareholder violates the rules of procedure and refuses to obey the chairman's correction, and obstructs the progress of the meeting, the chairman may ask him to leave the meeting.
When the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, he may announce the discussion closed and call for a vote.
Any corporation designated as proxy by a shareholder to be present at the meeting may appoint only one representative to attend the meeting. If corporation shareholders designate two or more representatives to attend the meeting, only one representative may speak for each discussion item.
After attending shareholders’ speeches, the chairman may reply in person or by designated personnel.

Article 7 Proposal Voting

The scrutiny and counting personnel for voting on proposals shall be designated by the chairman, but the scrutiny personnel shall be the shareholder.
The voting on the proposal shall be passed with the consent of more than half of the voting rights of the present shareholders, except other regulations of the Company Act and Articles of Incorporation. When voting, the chairman or his designated person shall announce the total number of voting rights of the present shareholders, and the shareholders shall vote case-by-case.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Article 8 Meeting Minutes

Minutes of the resolutions of the shareholders' meeting shall be prepared and signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. Distribution of meeting minutes may be done electronically. For the distribution in the preceding paragraph, the Company may announce it on Market Observation Post System.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation

Article 9 Establishment, Amendment and Deletion

This method is established according to the resolution in the shareholders' meeting, the same applies to amendments.

These Rules were established on July 5, 1991, and amended on May 21, 1998, June 25, 2002, June 27, 2003, June 23, 2014 and July 27, 2021.

Appendix 4: Shareholdings of directors

The Company's paid-in capital amounted to NT$601,956,410 with 60,195,641 shares outstanding.
Pursuant to Article 26 of the Securities and Exchange Act as well as Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if two or more independent directors are elected, the shareholding of all directors other than the independent directors shall be reduced to 80% of the total number of shares held. Therefore, the minimum number of shares to be held by the Company's directors should be 4,815,651 shares.
In accordance with Article 3, Paragraph 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", "Where the government or a corporation is a shareholder, and the shareholder or its representative is elected as a director or supervisor, their total shareholding shall be counted as registered shares held by the government or the corporation. However, registered shares of the public company owned by the designated representative him/herself and placed in centralized custody in the form of a segregated account with a centralized securities depositary may be counted in the total share ownership referred to in the preceding article". (Refer to note for details)
As of the date of transfer closure (October 19, 2023) of this extraordinary shareholders' meeting, the number of shares held by individual and all directors as recorded in the list of shareholders is as follows, with a total of 5,596,274 shares held. The actual number of shares held by all directors has reached the regulated percentage required by the law.

2023 closing date of extraordinary shareholders' meeting (October 19, 2023)

==> picture [439 x 264] intentionally omitted <==

----- Start of picture text -----

Number of
Shares held as of the
Title Name Date elected Term shares held when
closing date
elected
Chengchun Investment Co.
Chairman 2023.06.26 3 years 1,095,274 1,095,274
Representative ： Lin, Yi-Shan
Chengchun Investment Co. 1,095,274 1,095,274
Director Representative ： Tseng, Hsiao-Wei 2023.06.26 3 years
2,500,000 2,500,000
(Note) (Note) (Note)
Director Rammax Technology Co., Ltd. 2023.06.26 3 years 2,000,000 2,000,000
Director Weiman Capital Co. 2023.06.26 3 years 1,000 1,000
Independent
Cai, Lian Sheng 2023.06.26 3 years 0 0
Director
Independent
Chang, Nai-Wen 2023.06.26 3 years 0 0
Director
Independent
Yang, Chun-Hung 2023.06.26 3 years 0 0
Director
Total 5,596,274 5,596,274
----- End of picture text -----

Note: Tseng, Hsiao-Wei, the representative of the Company's corporate director, holds 2,500,000 shares of the Company's private equity registered shares, which have been submitted for centralized custody using the separate custody method to comply with Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", and the total number of shares held by all directors of the Company is 5,596,274, which has reached the regulated percentage.

AI assistant

ENLIGHT — AGM Information 2023

52084_rns_2023-12-05_a8bb411c-dab7-4eb4-bfb7-d596c72f5b81.pdf

Meeting Handbook

Contents

ENLight Corporation Meeting Procedure for the 1st Extraordinary Shareholders' Meeting in 2023

ENLight Corporation Meeting Agenda for the 1st Extraordinary Shareholders' Meeting in 2023

I. Matters for Discussion:

Item 1 ： proposed by the Board of Directors

Item 2 ： proposed by the Board of Directors

Item 3 ： proposed by the Board of Directors

C. Strategic Investor

II. Extempore Motion

Meeting Adjourned

Attachment 1

Attachment 2

Comparison Table of Amendments to ENLight Corporation Regulations on the

ENLight Corporation Securities Underwriters' Opinion Letter on Assessment of the Necessity and Reasonableness of the Private Placement

ENLight Corporation

Assessment opinion on the necessity and reasonableness of conducting private placements of common stock

1. Company Profile

2. Compliance Assessment

3. Assessment of the necessity and reasonableness of the Private Placement

4. The Private Placement's impact on This Company's business, finance and shareholders' equity

(1) Impact on This Company's business

(2) Impact on This Company's finance

(3) Impact on This Company's shareholders' equity

Declaration of Independence

September 26, 2023

ENLight Corporation Articles of Incorporation (Before revision)

Chapter 1 General Rules

Chapter 2 Stock Shares

Chapter 3 Shareholders’ Meeting

2. Dissolution, Liquidation, or Split

Chapter 4 Directors

Chapter 5 Managers and Officers

Chapter 6 Financial Reports

Chapter 7 Supplementary Provisions

Effective on the date of submission to the regulation authority for approval, and the same applies to amendments

ENLight Corporation Regulations on the Implementation of Endorsement/Guarantee (Before revision)

1. Purpose

2. Scope

3. Target

4. Amount

5. Organizing Unit

6. Procedures for Processing, Announcement and Declaration

7 The Use of Seal

8 Penalties for Violation and Other Matters

9 The Establishment, Amendment, Deletion and Implementation of the Regulations.

ENLight Corporation Rules of Procedure for Shareholders’ Meetings

Article 1 Legal Basis

Article 2 Scope of application

Article 3 Meeting Time

Article 4 Agenda

Article 5 Shareholder’s Proposal

Article 6 Regulation of Shareholders’ Speech

Article 7 Proposal Voting

Article 8 Meeting Minutes

Article 9 Establishment, Amendment and Deletion

Appendix 4: Shareholdings of directors

More from ENLIGHT

ENLIGHT AGM Information 2023

Item 1 `：` proposed by the Board of Directors

Item 2 `：` proposed by the Board of Directors

Item 3 `：` proposed by the Board of Directors