ENNOSTAR — AGM Information 2021

Sep 9, 2021

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Ennostar Inc.

TWSE：3714

The First Extraordinary shareholders’ Meeting in 2021

Meeting Agenda

【Translation】

Meeting Time: 9:00 a.m. on Wednesday, August 11, 2021 Place: Gis Hsinchu Science Park convention center No.1, Gongye E. 2nd Rd., Hsinchu City, Taiwan (R.O.C.)

The first Extraordinary shareholders’ Meeting in 2021 please check website:

 MOPS website: http://mops.twse.com.tw

 Ennostar Inc. website: http://www.ennostar.com

Table of Contents

Table of Contents	Table of Contents
Meeting Procedure…………………………………………………………………………………………………..		1
Meeting Agenda………………………………………………………………..........................................		2
1. Report	Item……………………………………………………………………………………………….	3
2. Matter	for Election…………………………………………………………………………………….	4
3. Matter	for Discussions……………………………………………………………………………….	5
4. Extemporary Motions……………………………………………………………………………….		5
5. Adjournment…………………………………………………………………………………………….		5
Attachments
Attachment 1:	Rules for the Procedures of the Board of Directors’ Meeting…….	6
Attachment 2:	List of independent Director Candidates………..........………………….	14
Attachment 3:	Acquisition or Disposal Procedures of Asset Comparison Table
	for Amendments ….…………………………………………………………………..	16
Attachment 4:	List of the directors (including independent directors) released
	from non-competition restrictions.......……………………………………..	20
Appendixes
Appendix 1:	Articles of Incorporation……………………………………………………………	22
Appendix 2:	Rules for the Procedures of the Shareholders’ Meeting..............	28
Appendix 3:	Rules for Elections of Directors and Supervisors………..................	32
Appendix 4:	Current Shareholding of Directors..……….………………………………….	34

ENNOSTAR Inc.

The First Extraordinary shareholders’ Meeting in 2021

• 1 . Call the Meeting to Order

• 2 . Chairman’s Address

• 3 . Report Item

• 4 . Matter for Election

• 5 . Matter for Discussions

• 6 . Extemporary Motions

• 7 . Adjournment

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ENNOSTAR Inc.

The First Extraordinary shareholders’ Meeting in 2021

• I. Time: 9:00 a.m., Wednesday, August 11, 2021

• II. Place: Gis Hsinchu Science Park convention center

No.1, Gongye E. 2nd Rd., Hsinchu City, Taiwan (R.O.C.)

III. Call the Meeting to Order

IV. Chairman’s Address

V. Meeting Items

1. Report Item

2. (1) To determine the “Rules for the Procedures of the Board of Directors’ Meeting"

3. Matter for Election

4. (1) To hold a by-election for 5 Independent Directors of the first session.

5. Matter for Discussions

6. (1) To amend "Acquisition or Disposal Procedures of Asset".

7. (2) To approve to release the directors from non-competition

restrictions.

4. Extemporary Motions

5. Adjournment

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Report Item

 Item 1 

Subject matter:

To determine the “Rules for the Procedures of the Board of Directors’ Meeting"

Explanation:

“Rules for the Procedures of the Board of Directors’ Meeting" is attached hereto as Attachment 1 (page 6 -13).

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Matter for Election

Case 1 (Proposed by the Board of Directors)

Proposal:

To hold a by-election for 5 Independent Directors of the first session.

Explanation:

1. The term of the Company's directors and supervisors of the first session would expire on August 6, 2023. In order to implement good corporate governance, the company intends to apply the regulations on independent directors in advance in accordance with Article 19-1 of the Articles of Incorporation. In addition, in accordance with Article 14-4 of the Securities and Exchange Act, an audit committee would be established to replace the supervisors.

2. Ming Han Investment Co., Ltd., the institutional director of the company, would resign on the First Extraordinary Shareholders Meeting in 2021 in order to support the Company, to enhance corporate governance, to strengthen the function of the Board of Directors and to dedicate the determination of the corporate sustainable value. As a result, the number of independent director would be over a half of the total number of directors. According to Article 192-1 of the Company Act and Article 19 of the Articles of Incorporation, the election adopts a candidate nomination system. The members of the board of directors of the first session originally were composed of five directors and two supervisors. It is proposed to increase the number of directors to nine directors, of which four are incumbents. The general directors remain unchanged. Five independent directors shall be elected to replace the original two supervisors to form an audit committee. The term of office is from the inauguration of the independent directors until August 6, 2023. The original supervisors will be dismissed after the independent directors form the audit committee.

3. Please refer to Attachment 2 (page 14-15) for personal information of candidates for directors.

Voting Results:

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Matter for Discussions

Case 1 (Proposed by the Board of Directors)

Proposal:

To amend "Acquisition or Disposal Procedures of Asset".

Explanation:

1. To comply with operational requirements of the Company, the Company hereby proposes to amend "Acquisition or Disposal Procedures of Asset".

2. Comparison Table for Amendments is attached hereto as Attachment 3 (page 16-19).

Resolution:

Case 2 (Proposed by the Board of Directors)

Proposal:

To approve to release the directors from non-competition restrictions.

Explanation:

1. According to Article 209, Company Act.

2. It is proposed to approve to release the list of Company’s directors from non-competition restrictions as attached hereto as Attachment 4 (page 20-21).

Resolution:

Extemporary Motions

Adjournment

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Attachment 1

ENNOSTAR Inc.

Rules for the Procedures of the Board of Directors’ Meeting

Approved by a resolution of the Board of Directors’ meeting on January 6, 2021

Article 1 ： Legal reference For the purposes of establishing a sound governance system by the Board of Directors (hereinafter “BOD”), and improving the BOD’ supervision functions and management mechanism, the Company hereby promulgates the “Rules of Procedure for BOD’ Meeting (the “Rule”) pursuant to Article 2 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies”. Article 2 ： Scope The scope of a meeting of the BOD of the Company (the “meeting”), including the main agenda items, operational procedures, required content of meeting minutes, public announcements and any other compliance requirements, shall be conducted in accordance with the Rules. Article 3 ： Convention of the BOD’ meeting The BOD’ meeting should be convened at least once every quarter. Each BOD director and supervisor is entitled to be informed with the agenda 7 days prior to the meeting. However, an ad-hoc meeting may occur in the case of an emergency. Notifications can be sent via e-mail to each director and supervisor, given his or her consent. The items stated in each subparagraph of Section 1 in Article 13 should be listed unless any emergency occurs or other justified reasons. And they should not be proposed in motions.

Article 4 ： Agenda and related document The Finance and Risk Management Office of the Company is appointed by the BOD of the Company to act as the secretariat of the meeting (the “Secretariat”).

The Secretariat shall draft the agenda items to be discussed in a meeting prior to the commencement of BOD meeting, prepare sufficient materials for the meeting, and deliver them to the members of the BOD together with the meeting notice.

If any director of the BOD deems materials for a discussion item insufficient, they may request for supplements then the Finance and Risk Management Office should provide it within three working days. If more than 50% of the directors share the same view, such discussion item may be postponed to another meeting subject to the respective resolution adopted by the BOD.

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Article 5 ： Set up Corporate Governance Director The company shall set up a specific (part-time) unit and a corporate governance supervisor of the company to be the supreme director in charge of corporate governance related matters. The authority scope, qualifications and training for the director shall be set and exercised by following the provisions of “Taiwan Stock Exchange Corporation Operation Directions for the Appointment of Independent Directors by TWSE Listed Companies”.

The corporate governance supervisor is responsible for handling the requirements of the directors. The principle of promptly and effectively assisting the directors in performing their duties should be handled within three working days, unless otherwise required by the law. If the processing time may exceed three working days, the supervisorshall negotiate with the directors as soon as possible.

• Article 6 ： Attendance and proxy of directors While convening the meeting, the company shall prepare an attendance register for the director present at the meeting to sign-in.

• The director shall attend the meeting in person. If any director can not attend the meeting in person, he or she may give his or her written proxy to another director to attend the meeting on behalf of him or her in accordance with the Article of Incorporation. Any or all of the directors may participate in the meeting via a video conference. If any director participates in the meeting via video conference, such director shall be deemed to be present in person at the meeting. The proxy of attendance referred to in Section 2 is limited to 1 person only.

• Article 7 ： Venue and time The meeting shall be held at the office of the Company within business hours, or held at any other appropriate location at appropriate time that is convenient for the directors to attend and suitable for the meeting to be held.

Article 8 ： Chairman and proxy of the chairman for BOD The Chairman of the BOD of the Company shall call and preside over the meeting. Nevertheless, the director who receives votes representing the largest portion of voting rights at the shareholders’ meeting of the Company shall call and chair the first meeting of each newly elected BOD of the Company. If there are 2 or more directors who are entitled to convene the above-mentioned initial meeting, theses directors shall elect one person by and from among themselves to call and preside over the first meeting.

In case the meeting is convened by half or more directors according to Article 203 (4) or Article 203-1 (3) of Company Act, the directors shall elect a chairman of the meeting among the directors to preside the meeting.

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If the Chairman is on leave, or cannot execute his or her authority of office for any reason, the vice Chairman shall preside over the meeting. If the vice Chairman is also on leave, or cannot execute his or her authority of office for any reason, the Chairman shall designate one of the directors to preside over the meeting. If the Chairman does not designate any proxy to preside over the meeting on his or her behalf, the directors shall elect one among themselves to preside over the meeting.

Article 9 ： Meeting materials, participants and meeting commencement Before and during a meeting, the designated division shall prepare relevant materials for the directors present at the meeting to review at any time.

While convening a meeting, subject to the contents of the discussion items, the Company may request the staff of the relevant departments or subsidiaries to attend the meeting.

The Company may also invite its accountants, lawyers or other relevant specialists to attend the meeting and make a statement, if necessary. But such attendees shall leave the meeting when the discussion items are being conducted and resolved.

The chairman of a meeting shall call the meeting according to the schedule and over 50% presence of the total directors. If the scheduled starting time of the meeting is passed and the number of directors present at the meeting does not yet reach 50% of the total directors, the chairman may postpone the starting time of the meeting. The times of postponements shall be limited to twice at most. The chairman shall reconvene the meeting, according to the procedures set forth in Paragraph 2 of Article 3 of the Rules, if the number of directors present at the meeting still does not yet reach 50% of the total directors after the meeting has been postponed twice.

The total number of directors referred to in the preceding paragraph shall mean the directors who are currently assuming their duties.

• Article 10 ： File saving of the process of BOD meetings

The whole proceedings of a meeting shall be videotaped or tape-recorded, and the records shall be kept safely at least 5 years during the existence of the Company and may be stored in electronic format. In the event of any legal litigation pertinent to BOD’ resolutions prior to the expiration date for the above-stated item, the audio or video records should be stored until the end of the litigation.

In case that a meeting is convened via a video conference, the recording of the video conference shall be part of the meeting minutes of the meeting and shall be safely kept during the existence of the Company.

Article 11 ： Agenda Matters to be discussed in regular meetings shall at least include the items as follows ：

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1. Reporting items ：

2. (1) Meeting minutes of the previous meeting and its implementation status.

3. (2) Material financial and business report.

4. (3) Internal audit report.

5. (4) Other material reporting items.

6. Discussion items ：

7. (1) Discussion items unresolved at the previous meeting.

8. (2) Proposed discussion items for this meeting.

9. Motions

Article 12 ： Procedure of meeting

A meeting shall proceed in accordance with the agenda, unless otherwise the resolution made by the BOD of the Company with affirmative votes over 50% of all directors present at the meeting.

Unless otherwise the resolution made by the BOD of the Company with affirmative vote of at least 50% of all directors present at the meeting, the chairman shall not adjourn the meeting.

During a meeting, the chairman of the meeting shall suspend the meeting if a motion is proposed by a director, in the event that the number of the directors present in the meeting is less than 50% of the directors present at the meeting. Under such circumstance, Paragraph 5 of Article 9 of the Rules shall be applied.

Article 13 ： Discussion items for BOD The following matters are required to be submitted to the BOD for discussion ：

1. Business plans of the Company.

2. The annual financial report and the semi-annual financial report signed or stamped by the chairman, manager and accounting director.

3. Establishment or amendment of the internal control system of the Company pursuant to Article 14-1 of the Securities and Exchange Act (the “Act”), and auditing of the effectiveness of internal control system.

4. Establishment amendment of the procedures of material financial or business transactions, i.e. acquisition or disposal of assets, engaging in derivative products transactions, lending funds, and providing endorsements or guarantees to other parties, pursuant to Article 36-1 of the Act.

5. The offering, issuance, or private placement of any equity-related securities;

6. The appointment or discharge of the financial, accounting, or internal auditing officer;

7. A donation to a related party or a significant donation to a non-related party. Provided that a public-interest donation to the

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relief from a major natural disaster may be submitted to the following Board of Directors’ Meeting for retroactive approval.

1. Matters set in Article 14-3 of the Securities and Exchange Act, or any other matters to be approved by the shareholders’ meeting of the Company or by the BOD of the Company pursuant to laws and regulations or the Articles of Incorporation of the Company, or material matters so required by the competent authorities.

The related party mentioned in Article 13-7 is the related party regulated in the Guidelines for the preparation of financial statements of securities issuers; a significant donation to a non-related party refers to that for each donation amount or the amount of donation to the same object within one preceding year is up to NT one hundred million or up to one percent of the net sales revenue from the financial report certified by the accountant for the last year or more than 5% of the paid-in capital of the company.

As to within one preceding year mentioned above, it refers to one retrospective year from the date of BOD and the previous resolution of BOD is excluded.

When the Company has set up an independent board of director, at least one independent director shall attend the BOD meeting in person; however, all independent board of director should attend the BOD meeting for the discussion items of BOD. Independent directors who are unable to attend in person shall be represented by other independent directors. Independent directors who have objections or reservations shall be stated in the meeting minutes of the BOD. If the independent director is unable to attend the BOD meeting in person to express objection or reservations, unless there is a legitimate reason, advanced written comments should be issued and then recorded in the meeting minutes of the BOD.

• Article 14 ： Voting

The chairman of the meeting may announce to end the discussion of any discussion item when the chairman deems appropriate and submit it for resolution.

During the voting for a discussion item at the meeting, a resolution shall be deemed adopted if no objection is voiced after the chairman of the meeting solicits all the directors present in the meeting. In case there is any objection, the discussion item shall be immediately submitted for voting.

One of the following voting methods may be adopted at the discretion of the chairman of the meeting for voting. In case a director present at the meeting bring up an objection against the voting method as adopted by the chairman, the voting method to be adopted shall be determined by the agreement from over 50% of the directors present at the meeting

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with the method of voting by raising hands.

1. Voting by raising hands

2. Voting by roll call

3. Voting by casting ballot

4. A voting method chosen by the Company

“All the directors present in the meeting” mentioned in Paragraph 2 of this Article do not include the director who is prohibited from voting under the circumstance set forth in Paragraph 1 of Article 16 hereof.

Article 15 ： Voting procedures

Unless there is requirement provided by the Securities and Exchange Act or the Company Act of the ROC, the resolutions of the BOD of the Company shall be adopted by affirmative vote of over 50% of all directors present with the attendance by over 50% of the total directors in person or through proxy.

If there is an amendment or an alternative for a discussion item, the chairman of the meeting may combine the amendment or alternative into the original discussion item, and determine the sequence of voting for the discussion item. If any one of the above discussion items has been resolved, the others shall be deemed vetoed and no further voting is necessary.

There shall be a person to supervise and a person to record the ballots during a voting at the meeting and such person shall be designated by the chairman of the meeting. However, the supervisor of the ballot shall be chosen from the directors.

The result of voting shall be announced at the meeting and recorded in the meeting minutes.

Article 16 ： Withdrawal from discussion as an interested party

At an item in which a director or a juristic person that the director represents is an interested party and his or her participation is likely to prejudice the interest of the Company, such director shall state significant respects regarding the conflict of interest at Board of Directors’ meeting. This director is prohibited from participating in discussion or voting on this matter, and shall physically withdraw himself or herself from participating in the discussion or voting on such matter; likewise, this director is prohibited from voting on such matter as a proxy of another director.

Spouse, second-degree relatives or a company with a controlling affiliation with a director, who has interest in anitem, shall be deemed to have a conflict of interest within such item.

Under the circumstance set forth in the preceding two paragraphs of this Article, pursuant to Paragraph 4 of Article 206 of the Company Act, Paragraph 2 of Article 180 of the Company Act shall apply to the resolution adopted by the BOD of the Company.

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Article 17 ： Meeting minutes

Resolutions adopted at the meeting shall be recorded in the meeting minutes. The meeting minutes shall fully and accurately record the items as follows:

1. The identification number of the meeting (or the year), meeting time and venue;

2. The name of the chairman of the meeting;

3. Attendance status, including the names and numbers of directors and supervisors who were present, on a leave and absent, respectively;

4. The names and positions of the persons present as guests at the meeting;

5. The name of the secretary of the meeting;

6. Reporting items;

7. Discussion items: the voting method and each resolution adopted for each item, summary of speeches made by the directors, and supervisors of the Company, specialists and other persons, the name of any director that is an interested party as referred to in Section 1 and section 2 of the preceding Article, explanations for important respects of the conflict of interest, the reasons why a director or the one who has a conflict of interest shall be required or not required to enter recusal, the recusal status, any dissenting or qualified opinions on the discussion items with records or written statements, and any written opinion issued by an independent director (if any) under Section 4 of Article 13.

8. Extraordinary motions: the name of the person who proposed the motion, the voting method and the resolution adopted for each motion at the meeting, summary of speeches made by the directors and supervisors of the Company, specialists and other persons, the name of any director that is an interested party as referred to in Section 1 and Section 2 of the preceding Article, explanations for important respects of the conflict of interest, the reasons why the director or the one who has a conflict of interest shall be required or not be required to enter recusal, and the recusal status, and any dissenting or qualified opinions on the motions with records or written statements.

9. Other required items.

If there is any of the followings, the board of directors shall, in addition to state in the meeting minutes, file an announcement on Market Observation Post System designated by the Financial Supervisory Commission within two days from the date of the board meeting:

1. Independent directors have objections or reservations and have records or written statements.

2. It has not been approved by the audit committee of the Company but

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has been approved by more than two-thirds of all directors.

The attendance register of the meeting shall be part of the meeting minutes and shall be kept safely during the existence of the Company.

The meeting minutes shall be signed or sealed by the chairman and the secretary of the meeting and shall be distributed to all of the directors and Supervisors of the Company within 20 days after the date on which the meeting is held. The meeting minutes shall be categorized as one of the material records or files of the Company and shall be safely kept during the existence of the Company.

Preparation and distribution of the meeting minutes mentioned in Paragraph 1 of this Article may be made by electronic form.

Article 18 ： Principles of authorizing the BOD on their rights

Other than the discussion items required to be proposed in the BOD meeting stated in Article 13, the Chairman is authorized to execute the following rights according to related regulations or Articles of Incorporation:

1. Based on the roles and responsibilities of internal policy.

2. Based on the management rules, systems and internal policies.

3. Designate the directors and supervisors of invested companies.

4. Approval of the base date of capital increase or decrease, the base date of allotment of cash dividends, the base date of allotment or subscription of sharess, changes in the dividend distribution ratio, changes in the paid-in capital distribution, changes in the conversion price, the subscription price, or the transfer price of treasury stocks in accordance with related rules.

5. Before any resolution of convening a BOD meeting, the chairman is entitled to sign an unbinding Letter of Intent with his/her counterparty, to consult financial/legal consultants, and to evaluate the possibility of M&A with CPAs, lawyers and management team. However, the counterparty is required to receive the approval of the BOD in order to conduct due diligence.

6. All the other rules should comply with pertinent regulations accordingly.

Article 19 ： Supplementary provision

This Rules of Procedure should be approved by the BOD and reported in the Shareholders’ Meetings. Any other amendment thereto shall be resolved by the BOD.

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Attachment 2

ENNOSTAR Inc.

List of Independent Director Candidates

Name	Education / Major Past Positions	Current Positions
Wei-Min Sheng	 PhD (Purdue U.) Accounting Purdue University  Professor of Department of Public Finance in National Taichung University of Science and Technology.  The independent director and Remuneration Committee member of EPISTAR Corporation  The independent director and Remuneration Committee member of Siliconware Precision Industries Co., Ltd.  The supervisor of Elite Semiconductor Memory TechnologyInc.	 Professor of Department of Public Finance in National Taichung University of Science and Technology.  The independent director and Remuneration Committee member of Episil-Precision Inc.  The independent director of Advanced Lithium Electrochemistry (KY) Co., Ltd.  The independent director of uPI Semiconductor Corp.  The Remuneration Committee member of ENNOSTAR Inc.
Chi-Yen Liang	 Master Chengchi University Institute of Business Administration  Bachelor of Chemical Engineering Department of Tsinghua University  The chairman of Tainet Communication System Corp.  The Partner & COO of Warwick Venture Capital Inc.  Executive vice president of China Development Venture  Hewlett-Packard (HP) Business Marketing Manager  Soochow University Department of Business Administration lecturer.  The independent director and Remuneration Committee member of EPISTAR Corporation.	 The director of TATUNG Co.  The director of Flexium Interconnect Inc.  The independent director of Excelliance MOS Corp.  Remuneration Committee member of ENNOSTAR Inc.  The Remuneration Committee member of Shinkong Textile Co., Ltd.  The Remuneration Committee member of Sesoda Corporation  The director of Taike Star Venture Capital Co., Ltd.  The director ofGuide Star Venture Capital Co., Ltd.  The Supervisor ofBeike Star Venture Capital Co., Ltd.  The director of Yuwei Asset Management Co., Ltd.  The director of Forward Electronics Co.,Ltd.

(Continued)

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Name	Education/Major Past Positions	Current Positions
Sen-Tai Wen	 M.B.A. Rutgers, the State University of New Jersey  The General Manager of LITE-ON Technology Corp.  The independent director and Remuneration Committee member of LEXTAR Electronics Corp.  The Deputy Chairman of Ability Enterprise Co.  The independent director and Remuneration Committee member of Billion Electric Co., Ltd.	 The independent director and Remuneration Committee member of Onano Industrial Corp.  The independent director and Remuneration Committee member of GEM Services, Inc.  The Director of E-Pin Optical Industry Co. Ltd  The Director of & CEOTAI YI International Venture Corp.  The Remuneration Committee member of ENNOSTAR Inc.
Shian Ho Shen	 B.S. Electrical Engineering, Chung Yuan Christian University  The Vice President & factory director ofUnited Microelectronics Corp.  The Vice President of AU Optronics Corp.  The independent director and Remuneration Committee member of LEXTAR Electronics Corp.	 The Director of Anpec Electronics Corporation  The Director of C Sun Mfg Ltd.  The Director of Taiwan Surface Mounting Technology Corp.  The Director and General Manager of Chem Tec Corporation  The Remuneration Committee member of ENNOSTAR Inc.
Wei-Chen Wang	 Department of Accounting, National Chengchi University  CPA,PwC Taiwan	 CPA, Zhicheng Co-Accounting Firm  The independent director & Remuneration Committee member of Taiwan Mask Corp.

Note: The Nominee has not Previously Served Three Consecutive Terms as an Independent Director and does not hold any shares of the company.

(End)

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Attachment 3

ENNOSTAR Inc.

	ENNOSTAR Inc.	ENNOSTAR Inc.
	Acquisition or Disposal Procedures of Asset Comparison Table for Amendments
Article No.	Original Articles	Amended Articles	Reasons for Amendments
Article 3	Decision-making approaches on pricing and references 4. The calculation of the transaction amounts in the first three paragraphs should be proceeded according to the regulations stated in the paragraph 2 of Act. 6, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	Decision-making approaches on pricing and references 4. The calculation of the transaction amounts in the first three paragraphs should be proceeded according to the regulations stated in the paragraph 2 of Act. 6, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	To modify Chinese text.
Article 5	Delegation, execution unit and decision-making procedure of transaction conditions 1. Acquisition procedures of real estate and equipment or right-of-use asset: the acquisition of the Company’s real estate and equipment and right-of-use asset should be authorized to the responsible managers within their delegation after the execution unit proposes a budget and approved by the BOD. In the case of emergency, any case underNT$30 million is authorized by the President to review and approve. Any case fromNT$30 million toNT$100 million should be reviewed and approved by the chairman and submitted to the next nearest BOD meetingfor	Delegation, execution unit and decision-making procedure of transaction conditions 1. Acquisition procedures of real estate and equipment or right-of-use asset: the acquisition of the Company’s real estate and equipment and right-of-use asset should be authorized to the responsible managers within their delegation after the execution unit proposes a budget and approved by the BOD. In the case of emergency, any case underNT$100 million is authorized by the President to review and approve. Any case fromNT$100 million toNT$300 million should be reviewed and approved by the chairman and submitted to the next nearest BOD meetingfor	To revise the level of approval authority matrix in order to respond to the needs of company operation.

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Reasons for Article No. Original Articles Amended Articles Amendments report. Any case more than NT$100 million is report. Any case more than NT$300 million is required to be submitted to the BOD for required to be submitted to the BOD for deliberation and approval. deliberation and approval. 2. Procedure of disposing real estate and equipment 2. Procedure of disposing real estate and equipment and right-of-use asset: and right-of-use asset: Any discarding or selling of real estate and Any discarding or selling of real estate and equipment and right-of-use asset by the Company equipment and right-of-use asset by the Company require a statement of reasons via special project require a statement of reasons via special project from the original user. Any case with the higher of from the original user. Any case with the higher of on-par value and appraisal value under NT$10 on-par value and appraisal value under NT$50 million after quoting, price comparison and million after quoting, price comparison and negotiation by the manager of the assets should be negotiation by the manager of the assets should be approved by the President. For cases from NT$10 approved by the President. For cases from NT$50 million to NT$30 million, the Chairman should million to NT$100 million, the Chairman should review and approve. Any application above NT$30 review and approve. Any application above NT$100 million requires the BOD’ review and approval. million requires the BOD’ review and approval. 3. Acquisition and disposal procedure for investment 3. Acquisition and disposal procedure for investment on securities on securities (1) Authority Matrix (1) Authority Matrix

	Items	Amount per		Authorized signer	Authorized signer	Authorized signer			Items	Amount per		Authorized signer	Authorized signer	Authorized signer
		time	President		Chairman	BOD				time	President		Chairman	BOD
		below 100								below 300
	Strategic long-term	millions exceed 100	review		approve				Strategic securities	millions exceed 300	review		approve
	securities	millions			review	approve				millions			review	approve
		below 50								below 100
	Short-term	millions	approve						Short-term	millions	approve
	securities *	exceed 50							securities *	exceed 100
		millions	review		approve					millions	review		approve

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Article No.			Original Articles	Original Articles	Original Articles			Amended Articles	Reasons for Amendments
		Strategic short-term securities (Investment other than above items)	below 10 millions	approve			(2)	* The purpose of short-term security is for Short-term fund transfer, it includes buy/sell short-term notes, repo/resell bounds, bound fund, currency fund and Structured/linked deposits with a principle guaranteed. Executive unit:The investment project will be undertaken by the Finance and Risk Management Office or the Investment Management Office.
			10 millions to 50 millions	review	approve
			exceed 50millions		review	approve
		* The purpose of short-term security is for Short-term fund transfer, it includes buy/sell short-term notes, repo/resell bounds, bound fund, currency fund and Structured/linked deposits with a principle guaranteed. (2) Executive unit:Financial and accounting center
Article 12		The trading amount should be calculated in accordance with paragraph 2 of Act. 6. The “within one year” mentioned refers to the one year before “the occurrence date”. The dates already submitted and approved by the board of directors may be exempt from the calculation.					The trading amount should be calculated in accordance with paragraph 2 of Act. 6. The “within one year” mentioned refers to the one year before “the occurrence date”. The dates already submitted and approved by the board of directors may be exempt from the calculation.		To modify Chinese text.
Article 15		When the evaluation result of the Company based on Article 13 and 14 for acquiring real estate or right-of-use assets from related parties is lower than the transaction price, the Company should comply with the following: 1. Pursuant to Paragraph 1 Article 41 of Securities & Exchange Act,the Companyshould reserve a					When the evaluation result of the Company based on Article 13 and 14 for acquiring real estate or right-of-use assets from related parties is lower than the transaction price, the Company should comply with the following: 1. Pursuant to Paragraph 1 Article 41 of Securities & Exchange Act,the Companyshould reserve a		To modify Chinese text.

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Article No.	Original Articles	Amended Articles	Reasons for Amendments
	special earned surplus for the difference between the transaction price and assessed cost of real estate or right-of-use assets. The Company should not distribute or reallocate the amount to recapitalization stocks. Ifthe Company follows Equity Method for investments,the Company should also reserve special earned surplus proportionally based on the regulation in Paragraph 1 Article 41 of Securities & Exchange Act.	special earned surplus for the difference between the transaction price and assessed cost of real estate or right-of-use assets. The Company should not distribute or reallocate the amount to recapitalization stocks. Ifthe public company follows Equity Method for investments,the one should also reserve special earned surplus proportionally based on the regulation in Paragraph 1 Article 41 of Securities & Exchange Act.
Article 26	In the case of participating mergers, demergers, acquisitions, or transfer of shares, The Company should upload the information stated in Subparagraph 1 and 2 within 2 days after the occurrence date of the BOD approving the resolution to the internet system in regulated format for FSC’s future review. If the company participating in the Company’s merger, demerger, acquisition, or transfer of shares is not a listed/OTC Company, the Company should sign an agreement with the company and process according to the stipulation in foresaid two Paragraphs.	In the case of participating mergers, demergers, acquisitions, or transfer of shares, The Company should upload the information stated in Subparagraph 1 and 2 within 2 days after the occurrence date of the BOD approving the resolution to the internet system in regulated format for FSC’s future review. If the company participating in the Company’s merger, demerger, acquisition, or transfer of shares is not a listed/OTC Company, the Company should sign an agreement with the company and process according to the stipulation in foresaid two Paragraphs.	To modify Chinese text.

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Attachment 4

ENNOSTAR Inc.

List of the directors (including independent directors) released from non-competition restrictions

Name	Positions in Other Companies	Main Business	Place of establishment
Biing-Jye Lee	The Director of GCS Holdings, Inc.	Compound Foundry for GaAs/InP/GaN & SiC RF and Optoelectronics	British Virgin Islands
	The Chairman of Tyntek Corporation	R & D, manufacturing, and sales of	Taiwan ROC
		compound semiconductor element (light emitting device)and Si element(sensingelement)
Chin-Yung Fan	The director of LiteStar JV Holding (BVI) Co., Ltd.	Professional investment.	British Virgin Islands
	The director of Epicrystal(HongKong)Co.,Ltd.	Professional investment.	HongKong
	The director of Epicrystal Corporation (ChangZhou)Ltd.	Production and sales of light-emitting diode epi wafers and chips.	China
AU Optronics Corp.	The director of AUO DisplayPlus Corporation	LCD R&D and sales	Taiwan ROC
	The director of Da Ping Green Energy Corporation	Renewable energy power generation	Taiwan ROC
	The director of AUO Health Corporation	R&D, manufacturing, and sales of medical equipment	Taiwan ROC

• Mr. Biing-Jye Lee and Mr. Chin-Yung Fan are key managerial officers of direct or indirect holding company. Ennostar deploys cooperation strategy from upstream to downstream LED industry. Each joint ventures established with our strategic partner possesses both production capability and technological advantages to broaden customers portfolio and to expand OEM product lines. From the economic point of view, there is no conflict of interest of Ennostar. In accordance with the laws and regulations of the Republic of China, the shareholders would be asked to approve the lifting of non-competition restrictions.

• The companies held by AU Optronics Corp in the above table are all subsidiaries 100% owned by AU Optronics Group. From the economic point of view, there is no conflict of interest. In accordance with the laws and regulations of the Republic of China, the shareholders would be asked to approve the lifting of non-competition restrictions.

(Continued)

20

ENNOSTAR Inc.

List of the directors (including independent directors) released from non-competition restrictions

Name	Positions in Other Companies	Main Business	Place of establishment
Wei-Min Sheng	The Independent Director of Episil-Precision Inc.	Development, manufacturing, and sales of silicon epitaxyand compound semiconductor epitaxial wafer	Taiwan ROC
Chi-Yen Liang	The Director of Forward Electronics Co., Ltd.	Production and sales of the backlight module, liquid crystal display module, LED package and illumination application product, variable resistor, sensor and other electronic components	Taiwan ROC
Sen-Tai Wen	The independent director and Remuneration Committee member of Onano Industrial Corp.	Photoelectric thin glass	Taiwan ROC
	The independent director of GEM Services, Inc.	Power semiconductor packaging and testing	Taiwan ROC
	The Director of E-Pin Optical Industry Co. Ltd	R & D, design, production and manufacturing of various optical modules and optical elements	Taiwan ROC
	The Director of & CEOTAI YI International Venture Corp.	General Investment	Taiwan ROC
Shian-Ho Shen	The Director of Anpec Electronics Corporation	Design, testing, production, and marketing of Power IC	Taiwan ROC
	The Director of C Sun Mfg Ltd.	Process and equipment of PCB, flat-panel display, semiconductor.photovoltaic and others	Taiwan ROC
	The Director of Taiwan Surface Mounting TechnologyCorp.	Production solution supplier for TFT-LCD and SMT	Taiwan ROC
	The Director and General Manager of Chem Tec Corporation	Sales of electronic switch, vacuum tube, semiconductor device,microchip,IC,PCB	Taiwan ROC
Wei-Chen Wang	The independent director of Taiwan Mask Corp.	R&D, production and sales of mask and IC	Taiwan ROC

(End)

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Appendix 1

ENNOSTAR Inc. Articles of Incorporation

Chapter 1 General Provisions

• Article 1 This Company is incorporated in accordance with the provision of the Company Limited by Shares of the Company Act, the full name of the Company is ENNOSTAR Inc.

• Article 2 The scope of business operated by this company shall be as follows: H201010 General investment

• Article 3 The Company may provide guarantee for other companies and proceed it in compliance with the Company’s guarantee operation procedure.

• Article 4 When the Company reinvests in another company as a liability-limited shareholder, the total amount of the Company's reinvestment shall not be subject to the restriction of not more than 40% of the Company's paid-up capital as provided in the Company Act.

• Article 5 The Company is headquartered in Hsinchu City Taiwan and may have branches, offices or business offices set elsewhere domestically and abroad as resolved by the Board of Directors.

• Article 6 Public announcement of the Company shall be handled in accordance with Article 28 of the Company Act.

• Chapter 2 Shares

• Article 7 The approved capital of the Company is NT$ 15,000,000,000 divided into 1,500,000,000 shares, at NT$10 par value, and may be issued separately. Among the above-mentioned shares, 50,000,000 shares shall be retained for the exercise of stock options through the issued stock option vouchers, special shares with stock options and bonds with stock options.

• Article 8 The issuance of any employee stock options of which the stock option price is less than the closing price shall be determined by a vote of two-thirds of the shareholders attending who represent a majority of the total shares issued, and then shall be reported and handled separately in a year from the date of the resolution at the shareholders’ meeting.

• Article 9 The transfer of stocks to employees by the Company at the price less than the average price at which the Company has bought the stocks back shall be determined by a vote of two-thirds of the shareholders attending who represent a majority of the total shares issued. In the subjects of convening the meeting of shareholders, the following items shall be mentioned and explained, and shall not be presented through provisional motions.

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1. Transfer price, discount ratio, calculation basis and its rationality

2. Shares to be transferred, purpose and its rationality

3. Qualifications and conditions for the employees entitled to stock options, and shares allowed to be acquired

4. Items affecting shareholders’ equity:

   • (1) Amount that might be recognized as expense, and its effect on dilution of the Company’s EPS

   • (2) Any financial burden to the Company because of the stock transferred to employees at the price less than the average price at which the Company has bought the stock back shall be explained.

5. Article 10 The object of transfer of treasury shares bought back by the Company may include the employees of parents or subsidiaries of the Company who meet certain conditions.

6. The object of issue of employee stock option certification of the Company may include the employees of parents or subsidiaries of the Company who meet certain conditions.

7. The object of issue of restricted stock for employees may include the employees of parents or subsidiaries of the Company who meet certain conditions.

8. The object of subscription of new shares of the Company may include the employees of parents or subsidiaries of the Company who meet certain conditions.

9. The term of “certain conditions” in this Article is authorized to be set by Board of Directors.

10. Article 11 The Company is exempted from printing share certificate in accordance with the provisions of Article 161-2 of the Company Act, but shall register the issued shares with the centralized securities depositary enterprise and follow the regulations of that enterprise.

11. Article 12 The transfer of stock shall not be made 60 days prior to shareholders’ general meeting, 30 days prior to shareholders’ extraordinary meeting, or 5 days prior to dividends and bonus distribution or other interest distribution.

12. Article 13 Except otherwise provided in laws, share matters of the Company shall be handled in compliance with regulations provided by authorities.

13. Chapter 3 Shareholders' Meeting

14. Article 14 There are two kinds of shareholders' meetings in the Company: the General Meetings and extraordinary Meetings. General meeting shall be held once a year. The board of directors shall convene a general meeting within 6 months after the final account at the end of each fiscal year. A extraordinary meeting will be held if necessary.

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• Article 15 The general meeting shall be convened by sending the notification to shareholders 30 days prior to the meeting date upon convening. The extraordinary meeting shall be convened by sending the notification to shareholders 15 days prior to the meeting date upon convening. In the notification, the date, place, and subjects of the meeting shall be indicated.

• Article 16 Shareholders of the Company have one vote for each share they hold. After the Company is listed, the means of electronic transmission is one of the channels for shareholders to exercise their voting rights.

• Article 17 Except otherwise provided in applicant laws, resolutions of the shareholders’ meeting shall be made by a vote of a majority of the shareholders attending who represent a majority of the total number of shares issued.

• Article 18 The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting, and distributed to each shareholder within 20 days after the meeting date. The Company may have the minutes served through a public announcement.

Chapter 4 Directors, Supervisors and the Audit Committee

• Article 19 The Company shall have five to thirteen directors and two supervisors who shall be elected at a shareholders’ meeting from persons of legal capacity. The term of office is three years, and all directors and supervisors shall be eligible for re-election. The by-election and re-election after the establishment will adopt the candidates nomination system, and the directors and supervisors will be elected from the list of candidates and be eligible for re-election.

• When the Company applies the regulations of independent directors, the number of independent directors to be elected among the number of directors in the preceding paragraph shall not be less than three, and shall not be less than one fifth of the number of directors.

• The independent directors' professional qualifications, shareholding, concurrent position restrictions, independence determination, nomination and selection methods, and other compliance matters shall be handled in accordance with the relevant laws and regulations.

• The Company shall set up a functional committee in accordance with the requirements of the law and depending on the Company's needs.

The Company may purchase liability insurance for the directors and supervisors, to the extent of the compensation responsibility assumed in business execution in their term of office according to law. The Board of Directors is authorized to determine the remuneration of directors and supervisors, based on the level of participation and the value of

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contribution to the Company's business operations and taking into account the common remuneration level in the same industry.

• Article 19-1 The Company is a newly incorporated company that is listed by share exchange in accordance with the provisions of Article 31 of the Business Mergers and Acquisitions Act, and the regulations of independent directors shall apply from the year when the first term of the directors and supervisors expires. However, in accordance with practical needs, before the expiration of the first term, the Board of Directors may decide to apply the provisions of independent directors in advance, and in accordance with the provisions of Article 14-4 of the Securities Exchange Act, to set up an audit committee to replace the supervisors. The audit committee is composed of all independent directors. If it is decided to set up an audit committee during the first term, the supervisors will be dismissed at the same time when the audit committee is formed.

• The composition of the audit committee, authority, rules of procedure and other compliance matters shall be handled in accordance with the relevant regulations of the competent authority. During the establishment of the audit committee, the terms of the supervisors in this Article of Incorporation shall cease to apply except that the supervisors may still apply for the payment of the supervisor’s remuneration for the year in which he/she is appointed.

• Article 20 The Board of Directors is organized by the directors. The directors shall elect a Chairman of the Board of Directors, and may elect Vice Chairman of the Board of Directors, from among themselves by a majority in a meeting attended by more than Two-thirds of directors. The Chairman shall have the authority to represent the Company. The Chairman shall preside at the meeting for the Board of Directors. In the event Chairman is incapable of performing duties, Vice Chairman shall act on his behalf pursuant to the Article 208 of the Company Act. If there is no Vice-Chairman or Vice-Chairman who also asks for leave or is incapable of performing duties, the Chairman shall appoint one of the directors to act on his behalf. In case the Chairman fails to appoint any director to act on his behalf, the person to act on his behalf may be elected by and among the directors. , Directors shall attend the board meeting in person. Any director who is unable to attend the board meeting shall appoint another director as his proxy. Each director is limited to act as a proxy by one person only.

• Article 21 The Board of Directors’ (hereinafter “BOD”) meeting should be convened at least once every quarter. Each BOD director and supervisor is entitled to be informed with the agenda 7 days prior to the meeting. However, an ad-hoc meeting may occur in the case of emergency. The notification of the aforesaid meeting can be made in written, via

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email or facsimile or other electronic manner.

Chapter 5 Managers and Employees

• Article 22 The Company shall have one President whose appointment, discharge and remuneration shall be handled according to Article 29 of the Company Act.

• For the appointment or demission of other non-appointed managers (including but not limited to vice president), the president shall obtain the Chairman’s consent then submit to the Board of Directors to be approved by a majority of directors in a meeting attended by more than half of the directors.

• Chapter 6 Accounting

• Article 23 The Company’s fiscal year starts from January 1 and ends on December 31. At the end of every year, the Board of Directors shall prepare the statements and records of accounts in compliance with the Company Act and submit it to shareholders’ general meeting for recognition.

• Article 24 The Company shall dispatch 10% to 20% of the annual profit to the employee remuneration and no more than 2% to directors and supervisors as remuneration. However, when the Company still has accumulated losses, the Company shall offset the accumulated losses. The “annual profit” in the preceding paragraph means the year's pre-tax benefits before deducting the distribution of employees' remuneration and directors and supervisors' remuneration.

• Employee remuneration could be by stock or by cash. The object of the issue of shares or cash including the employees of subsidiaries or parents of the Company who meet certain conditions. The term of “certain condition” is authorized to be set by the Board of Directors. Dispatched remuneration of employees and directors shall be decided by the Board of Directors with more than two-thirds of the directors present and resolved by majority of the attended directors and report to shareholder meeting.

• Article 25 The surplus earning distribution or loss offsetting of the Company may be made after the end of each quarter.

• If there is any proposal of surplus earning distribution or loss offsetting of the Company in the first three quarters, it, together with the business report and financial statements, should be forwarded to supervisors for their auditing, and afterwards be submitted to the Board of Directors for approval before the end of the next quarter. If such surplus earning is distributed in the form of cash, it shall be resolved by the Board of Directors and reported to the shareholders' meeting in accordance with the provisions of Article 228-1 and paragraph 5, Article 240 of Company Act.

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The Company shall distribute the after-tax profit after annual accounting settlement, shall first make up for the losses, then allocate 10% as legal reserve. However while such legal reserve amounts to the total authorized capital, this provision shall not apply and, if necessary, allocate or reverse special reserve. Balance plus the previous cumulative undistributed earnings to be allocated surplus, in addition to discretion of reservations, the distribution shall be proposed by the Board of directors, if the proposal is to distribute by issuing new shares, it shall be submitted to shareholders’ meeting for resolution; if the proposal is to distribute by cash, it shall be resolved by the Board of directors, and the distribution ratio shall base on the proportion of shares held by each shareholder.

Pursuant to the provisions of Article 241 of the Company Act, the Company authorizes the Board of Directors to distribute all or part of the legal reserve and capital reserve by cash under the resolution which has been adopted by a majority vote at a meeting of the board of directors attended by more than two-thirds of all the directors, and the distribution shall be reported to the shareholders’ meeting after resolved.

The Company is in the stable growth period. To in line with current and future development plans, investment environment, fund demand and competition from domestic and foreign regions, the distribution of earnings shall be executed in compliance with each of the above regulations, for which shareholders’ interest and capital adequacy ratio shall be also taken into account. Besides, the shareholders’ dividends to be distributed for the year is in the range from 10% to 80% of the distributable surplus for the year, and the ratio of cash dividends to be distributed shall not be less than 10% of the total dividends to be distributed.

Chapter 7 Supplementary Provisions

• Article 26 Any relevant matter not provided for in these articles of incorporation shall be handled in accordance with related regulations.

• Article 27 The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020.

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Appendix 2

ENNOSTAR Inc. Rules for the Procedures of the Shareholders’ Meeting

Resolved in the founder’s meeting on August 7, 2020.

1. Unless otherwise provided in laws or regulations, a Shareholders’ meeting shall be conducted in compliance with the Rules of Procedure.

2. While convening the meeting, an attendance register shall be prepared for shareholders present at the meeting to sign-in. A shareholder present shall submit the attendance card in place of sign-in. The number of shares represented by shareholders present in the meeting shall be calculated in accordance with the attendance register or attendance cards submitted by the shareholders present.

3. The attendance of the meeting and voting in the meeting shall be based on the calculation of shares.

4. The number of shares represented by shareholders present in the meeting shall be calculated in accordance with the attendance cards submitted by the shareholders present. A shareholder present (or proxy) shall wear certificate of attendance and submit the attendance card in place of signing-in.

5. The meeting shall be held at the office of the Company, or any other appropriate place that is convenient for the shareholders and suitable for the meeting to be held. The starting time of the meeting shall not be earlier than 9 am or later than 3 pm.

6. If the meeting is convened by the Board of Directors (the “BOD”), the Chairman of the BOD shall be the chairman of the meeting. If Chairman is on leave, or cannot execute his or her authority for any reason, the Vice Chairman shall preside over the meeting. If there is no Vice Chairman or the Vice Chairman is also on leave, or cannot execute his or her authority for any reason, Chairman shall designate one of the Managing Directors to act on behalf of him or her. If there is no Managing Director, Chairman shall designate one of the directors to preside over the meeting. If Chairman does not designate any proxy to preside over the meeting on his or her behalf, the Managing Directors or directors shall elect one from among themselves to preside over the meeting.

7. If the meeting is convened by any other person entitled to convene the meeting, not by the BOD, such person shall preside over the meeting.

8. The Company may designate its lawyers, CPAs or relevant parties to attend the meeting.

9. The team members handling the business of the meeting shall wear an identification card or a badge.

10. The chairman may engage disciplinary officers (or security personnel) to assist on keeping the order of the meeting. Such disciplinary officers (or security personnel) shall wear a badge marked “Disciplinary Officers”.

11. Any participants of the Shareholders’ meeting shall not bring items which might endanger human life, health, liberty or property.

12. The chairman may engage police officers to assist on keeping the order of the

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meeting.

1. The whole proceedings of the meeting shall be videotaped or tape-recorded. The preceding tapes shall be preserved for at least one year.

2. The chairman shall call the meeting according to meeting schedule. If the number of shares represented by the shareholders present at the meeting has not yet reached more than 50% of the total issued and outstanding shares of the Company, the chairman may postpone the meeting. The postponements shall be limited to twice at most and the meeting may not be postponed longer than one hour in total. If the shares of the shareholders present at the meeting represent has not yet reached more than 50% but 1/3 of the total issued and outstanding shares or more after the meeting being postponed twice, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act R.O.C.

3. Before the adjournment of the meeting, if the number of shares represented by the shareholders present at the meeting reaches more than 50% of the total issued and outstanding shares, the chairman may submit the adopted tentative resolution to the meeting for approval in accordance with Article 174 of the Company Act R.O.C.

4. If the meeting is convened by the BOD, the agenda of the meeting shall be set by the BOD. The meeting shall proceed in accordance with the agenda, unless otherwise resolved by the meeting.

5. The preceding paragraph shall apply to cases where the meeting is convened by a person, other than the BOD, entitled to convene such meeting.

6. Unless otherwise resolved by the meeting, the chairman shall not adjourn the meeting before all of discussion items (including extraordinary motions) have been resolved.

7. After the meeting is adjourned, shareholders shall not elect another chairman to continue the meeting on site or at another venue.

8. A meeting shall proceed in accordance with the agenda. In case the speech of any shareholder violates the above provision, the chairman may ask such shareholder to stop speaking.

9. Except for the discussion items listed in the agenda of the meeting, other motions or amendments or alternatives of the discussion items made by a shareholder at the meeting shall be seconded by other shareholders.

10. A shareholder who intends to speak in the meeting shall fill out a speech note, specifying therein the summary of the speech, the shareholder’s number (or the number of his or her certificate of attendance) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. A shareholder who only submits his or her speech note but does not actually speak in the meeting shall be considered as not having given such a speech. If the content of the speech of the shareholder are different from the contents of the speech note, the contents of actual speech shall prevail.

11. When a shareholder is giving a speech, the other shareholders shall not interrupt the speech unless they have obtained the consent from the chairman and the said shareholder. For any such violations, the chairman shall stop the interruption

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immediately.

1. Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice for each discussion item. Each speech shall not take more than 5 minutes. In the case that any speech violates the foresaid provisions or exceeds the scope of the discussion item, the chairman may ask such shareholder to stop speaking.

2. A legal entity that is appointed as a proxy to attend the meeting can only designate one representative to attend the meeting.

3. If a corporate shareholder designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.

4. After the speech of a shareholder, the chairman may respond by himself/herself or appoint an appropriate person to respond.

5. The chairman may announce to end the discussion on the discussion items and submit them to be resolved when the chairman deems appropriate.

6. 20 Unless a majority of more than 50% is required by the Company Act R.O.C. or the Articles of Incorporation, a resolution of the meeting shall be adopted by at least 50% majority of votes represented by the shareholders present at the meeting.

7. The calculation of votes represented by the shareholders is based on the Articles in the Company Act R.O.C. or the Articles of Incorporation. A resolution of the meeting shall be adopted if it has been voted. If no objection is voiced after solicitation by the chairman, the resolution shall be deemed adopted and shall have the same effect as if it has been voted.

If there is an amendment or alternative for a discussion item, the chairman may combine the amendment or alternative into the original discussion item, and determine the sequence of voting for such discussion item. If any above item has been resolved, the others shall be deemed vetoed and no further voting is required.

1. Scrutinizers and vote counters shall be designated by the chairman. The result of voting shall be announced at the meeting, and recorded in the meeting minutes. Scrutinizer shall be the shareholders. The supervisory work includes supervising the procedure of voting, improper voting, vote validation and the record prepared by vote counters.

A ballot is invalid if one of the following conditions is met and the vote shall not be counted:

• (1) Not using ballots printed by the Company.

• (2) A ballot which is not inserted into the ballot box.

• (3) A blank ballot without written words or written comments based on discussion items.

• (4) A ballot with written words other than required items.

• (5) The handwriting is blurred, not identifiable, or written over.

• (6) The proxy violates “Rules Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies” in handling ballots.

• During the meeting, the chairman may set time for intermission at his or her discretion.

• In the event of any air-raid alarm, earthquake or force majeure, the chairman may

30

adjourn the meeting temporarily and the participants shall evacuate themselves respectively. The chairman shall resume the meeting subject to the actual situation.

1. Any matters insufficiently address herein shall be subject to the Company Act R.O.C., laws and regulations or Articles of Incorporations concerned.

2. The Rules of Procedure and any amendment thereto, shall be implemented after approval by the Shareholders’ Meeting.

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Appendix 3

ENNOSTAR Inc. Rules for Elections of Directors and Supervisors

  - Approved in the founders; meeting on August 7,2020.

1. Unless otherwise stipulated in regulations or Articles of Incorporation of ENNOSTAR Inc. (hereinafter “the Company”), the election(s) of directors and supervisors of the Company shall be subject to the Rules of Electing Directors and Supervisors (hereinafter “the Rules”).

2. The election(s) of the Company’s directors and supervisors may be conducted individually or simultaneously in Stockholders’ Meeting. The Company should prepare the ballots for directors and supervisors separately, and mark the weighting of each vote. The election of directors and supervisors shall be conducted in accordance with candidates’ nomination system and procedures stipulated in Article 192-1 of the Company Act.

3. Where the Company has established an Audit Committee under Article 19-1 of the Articles of Incorporation, the provisions regarding supervisors shall be no longer applicable within the tenure of an Audit Committee.

4. The cumulative voting method shall be used for the election of directors and supervisors in the Company. Each share will have voting rights in number equal to the directors or supervisors to be elected. The shares can be consolidated together to vote on one person or vote on different people. Independent and non-independent directors shall be elected simultaneously, but the number of seats to be elected shall be calculated respectively.

5. The number of directors and supervisors will be as specified in this Company's Articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When there are more than 2 persons receiving the same number of votes above the regulated number, these two candidates should draw a lot to decide elected. The chairman shall draw the lot for those who are not present. When the same person is elected for both a director and supervisor, he or she should decide which position he/she would like to take and leave the other opening (director or supervisor) for the second runner up.

6. Before the election, the chairman should designate several scrutinizers and ballot counters to perform related duties. The scrutinizers may be from the attending shareholders.

7. The Company should prepare the ballot box and open it for the public to check before voting procedure.

8. If any candidate is also a stockholder, voter shall fill the account name and stockholder account number of the candidate in the column of “candidate” on the ballot; for the candidate is not a stockholder, voter should fill in the name and identification card number of the candidate. However, if the candidate is government or corporate

32

stockholder, the column of “candidate” should be filled with the name of the government or the corporate, or with the name of their representative as well. When there is more than one representative for the government or company, all representatives’ names should be noted.

1. The ballots shall be invalid under any of the following situations:

2. (1) The ballot is not prepared by the Company.

3. (2) The ballot casted into the box is blank.

4. (3) The writing on the ballot is vague, unrecognizable or altered.

5. (4) The name and account number of the candidates on the ballots for candidates who are also stockholders are inconsistent with Stockholders register. Or the name and identification card number of the candidates who are non-stockholders are inconsistent with records after verification.

6. (5) There are other words written on the ballots besides the name, stockholder’s account name and account number, identification card number and distributed votes of the candidate.

7. (6) The name of the candidate on the ballot is same with other stockholder and the voter did not fill in the candidate’s account number of stockholder or identification card number for distinction.

8. (7) The ballot is not put into the ballot box before the end of the vote.

9. After voting, the ballot box should be opened and ballot counting should commence immediately. The result of the election should be announced by the chairman on the scene.

10. The Rules and any amendment hereto, will be put into force after the approval from the Stockholders’ Meeting.

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Appendix 4

ENNOSTAR Inc.

Current Shareholding of Directors and Supervisors

Position	Name	Date elected	Term (Year)	Number of shares	shareholding %
Chairman	Biing-Jye Lee	2020.08.07	3	732,247	0.11%
Director	Representative of AU Optronics Corp.: Shuang-Lang (Paul)Peng	2020.08.07	3	26,318,898	3.84%
Director	Feng Cheng (David) Su	2020.08.07	3	946,012	0.14%
Director	Chin-Yung Fan	2020.08.07	3	133,506	0.02%
Director	Representative of Ming Han Investment Co., Ltd.: Shih-Shien Chang	2020.08.07	3	4,000,500	0.58%
Total				32,131,163	4.69%
Supervisor	Yu-Te Houng	2020.08.07	3	0	0.00%
Supervisor	Representative of Konly Venture Corp.: Yih Lian Chen	2020.08.07	3	12,093,457	1.76%
Total				12,093,457	1.76%

Note 1：The record (base) date is the date on which transfer is suspended, i.e., July 13, 2021. As of July 13, 2021, the total Issued shares is 685,251,460 shares.

Note 2：The minimum required combined shares of all directors by law: 27,410,058 shares. The minimum required combined shares of all Supervisor by law: 2,741,006 shares.

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