ENNOSTAR — AGM Information 2021

Sep 9, 2021

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ENNOSTAR Inc.

The First Extraordinary shareholders’ Meeting MINUTES in 2021

(Translation)

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

Place : Gis Hsinchu Science Park convention center

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

• Attendants : All shareholders and their proxy holders, representing 388,860,276 shares (amongst them, 259,878,731 shares voted via electronic transmission), or 57.33% of the total 678,225,583 outstanding shares (7,025,877 non-voting shares have been deducted according to the second paragraph of Section 179 in Company Act).

Board Members Present : Biing-Jye Lee Chairman and Shih-Shien Chang Director

Attendees : Li, Tien-Yi and Chou, Chien-Hung CPA of PricewaterhouseCoopers, Taiwan,

Li, Lin- Sheng Attorney of Lee Hsu & Wang Attorney-at-Law.

Chairperson：Biing-Jye Lee Chairman Minute Recorder：B.Y. Chang

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. Report Items

◼ 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 5 -12).

IV. 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 13-14) for personal information of candidates for directors.

Voting Results:

The list of the newly elected directors with votes received follows:

Title	Name	Votes Received
Independent Director	Wei-Min Sheng	356,800,000
Independent Director	Sen-Tai Wen	318,807,580
Independent Director	Chi-Yen Liang	283,800,000
Independent Director	Shian Ho Shen	283,700,000
Independent Director	Wei-Chen Wang	278,700,000

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V. 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 15-18).

Voting Results:

After deducting 391,500 rights of "Directors and supervisors shall not exercise voting rights for the shares pledged more than half of the shares being held by directors and supervisors at the time he/she/it is elected" shares represented at the time of voting: 388,467,775.

88,467,775.
Voting Results	% of the total represented share present
Votes in favor: 294,511,606 votes (166,553,976 votes)	75.81%
Votes against: 53,672,739 votes (53,672,739 votes)	13.82%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 40,283,430 votes (39,652,016 votes)	10.37%

• including votes casted electronically (numbers in brackets)

Resolution:

The above proposal hereby was approved as proposed.

#Case 2 (Proposed by the Board of Directors)

Proposal:

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

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Explanation:

1. According to Article 209, Company Act.

2. It is proposed to approve to release the list of Company’s directors from noncompetition restrictions as attached hereto as Attachment 4 (page 19-20).

Voting Results:

After deducting 391,500 rights of "Directors and supervisors shall not exercise voting rights for the shares pledged more than half of the shares being held by directors and supervisors at the time he/she/it is elected " shares represented at the time of voting:

388,467,775.

Voting Results	% of the total represented share present
Votes in favor: 323,893,761 votes (195,936,131 votes)	83.38%
Votes against: 925,820 votes (925,820 votes)	0.24%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 63,648,194 votes (63,016,780 votes)	16.38%

• including votes casted electronically (numbers in brackets)

Resolution:

The above proposal hereby was approved as proposed.

VI. Extemporary Motions: None.

• VII. Adjournment: Meeting ended at 09:19 am.

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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.

Article 5 ： Set up Corporate Governance Director

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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 supervisor shall 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. 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

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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 ：

1. Reporting items ：

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

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• (2) Material financial and business report.

• (3) Internal audit report.

• (4) Other material reporting items.

• Discussion items ：

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

• (2) Proposed discussion items for this meeting.

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

8. 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

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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 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

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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 any item, 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.

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

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supervisors who were present, on a leave and absent, respectively;

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

2. The name of the secretary of the meeting;

3. Reporting items;

4. 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.

5. 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.

6. 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 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.

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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 shares, 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

	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 of Guide Star Venture Capital Co., Ltd. ✓ The Supervisor of Beike 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 of United 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.

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 1~3 (omitted) 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. (omitted)	Decision-making approaches on pricing and references 1~3 (omitted) 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. (omitted)	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$30million is authorized by the President to review and approve. Any case fromNT$30million toNT$100million should be reviewed and approved by the chairman and submitted to the next nearest BOD meeting for report. Any case more thanNT$100million is required to be submitted to theBODfor deliberation	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$100million is authorized by the President to review and approve. Any case fromNT$100million toNT$300million should be reviewed and approved by the chairman and submitted to the next nearest BOD meeting for report. Any case more thanNT$300million is required to be submitted to theBODfor deliberation	To revise the level of approval authority matrix in order to respond to the needs of company operation.

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Article No.		Original Articles	Original Articles	Original Articles	Original Articles	Original Articles	Original Articles		Amended Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles	Amended Articles	Reasons for Amendments
		and approval. 2. Procedure of disposing real estate and equipment and right-of-use asset: Any discarding or selling of real estate and equipment and right-of-use asset by the Company require a statement of reasons via special project from the original user. Any case with the higher of on-par value and appraisal value underNT$10 million after quoting, price comparison and negotiation by the manager of the assets should be approved by the President. For cases fromNT$10 million toNT$30million, the Chairman should review and approve. Any application aboveNT$30 million requires the BOD’ review and approval. 3. Acquisition and disposal procedure for investment on securities (1) Authority Matrix							and approval. 2. Procedure of disposing real estate and equipment and right-of-use asset: Any discarding or selling of real estate and equipment and right-of-use asset by the Company require a statement of reasons via special project from the original user. Any case with the higher of on-par value and appraisal value underNT$50 million after quoting, price comparison and negotiation by the manager of the assets should be approved by the President. For cases fromNT$50 million toNT$100million, the Chairman should review and approve. Any application aboveNT$100 million requires the BOD’ review and approval. 3. Acquisition and disposal procedure for investment on securities (1) Authority Matrix
			Items	Amount per time	Authorized signer				Items		Amount per time	Authorized signer
					President	Chairman	BOD					President	Chairman	BOD
			Strategiclong- term securities	below 100 millions	review	approve			Strategic securities		below 300 millions	review	approve
				exceed 100 millions		review	approve				exceed 300 millions		review	approve
			Short-term securities *	below 50 millions	approve				Short-term securities *		below 100 millions	approve
				exceed 50 millions	review	approve					exceed 100 millions	review	approve
			Strategic short-term securities (Investment other than	below 10 millions	approve
				10 millions to 50 millions	review	approve

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Article No.			Original Articles	Original Articles	Original Articles			Amended Articles	Reasons for Amendments
		above items)	exceed 50millions		review		* 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:The investment project will be undertaken by the Finance and Risk Management Office or the Investment Management Office. (omitted)
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 Company should reserve a 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 Companyfollows Equity Method for investments, the Company					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 Company should reserve a 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 companyfollows Equity Method for investments, the one should also		To modify Chinese text.

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Article No.	Original Articles	Amended Articles	Reasons for Amendments
	should also reserve special earned surplus proportionally based on the regulation in Paragraph 1 Article 41 of Securities & Exchange Act. 2~3 (omitted)	reserve special earned surplus proportionally based on the regulation in Paragraph 1 Article 41 of Securities & Exchange Act. 2~3 (omitted)
Article 26	(omitted) 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. (omitted)	(omitted) 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. (omitted)	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)

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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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