ENNOSTAR - AGM Information 2022 | FinancialReports.eu

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ENNOSTAR Inc.

2022 Annual General Shareholders’ Meeting MINUTES (Translation)

Time ： 9:00 a.m. on Tuesday, May 31, 2022

Place: Conference Room 101, Association of Industries in Hsinchu Science Park (No.2, Zhanye 1st Rd., Hsinchu City, Taiwan)
Attendants: All shareholders and their proxy holders, representing 410,026,823 shares (amongst them, 227,312,545 shares voted via electronic transmission), or 60.15 % of the total 681,658,083 outstanding shares (3,593,377 non-voting shares have been deducted according to the second paragraph of Section 179 in Company Act).

Board Members Present: Biing-Jye Lee, Shuang-Lang (Paul) Peng, Chin-Yung Fan, Feng Cheng (David) Su, Wei-Min Sheng, Shian-Ho Shen and Wilson Wang. Attendees: Tien-Yi Li CPA of PricewaterhouseCoopers, Taiwan, Lin-Sheng Li Attorney of Lee Hsu & Wang Attorney-at-Law.

Chairperson：Biing-Jye Lee Chairman Minute Recorder：Po-Yi Chang

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. Reported matters

1. The 2021 Business Report. (proposed by the Board)

Explanation:

The 2021 Business Report is attached hereto as Attachment 1 (page 11~13). (Acknowledged)

2. Audit committee's report of 2021 audited financial report. (proposed by the Board) Explanation:

The Audit Committee’s Review Report is attached hereto as Attachment 2 (page 14). (Acknowledged)

3. To report 2021 employees' profit sharing and directors' compensation. (proposed by the Board)

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Explanation:

(1) After considering the shareholders’ equity and referring the level of peers and economic environment, the Company would allocate 1% as directors’ compensation equivalent to NTD 24,473,855 and 10% as employees’ profit sharing according to Article 24 of the Articles of Incorporation.
(2) The amount of the aforementioned allocation is based on the Articles of Incorporation and is not different from the estimated amount of 2021.
(Acknowledged)

4. To report 2021 earnings distribution. (proposed by the Board) Explanation:

(1) ENNOSTAR’s Articles of Incorporation authorize the Board of Directors to approve quarterly cash dividends and a report of such distribution shall be submitted to the shareholders’ meeting.
(2) The undistributed earnings from the first quarter to the third quarter would be dis ensed as art of 2021 earnin distribution. p p g

2011	Approval Date (year/month/date)	Payment Date (year/month/date)	Cash Dividends Per Share （NT$）	Total Amount （NT$）
Fourth Quarter	2022/02/24	2022/07/14	approximately 2.0	1,365,880,920

(Acknowledged)

IV. Acknowledged matters

1. 2021 Business Report and Financial Statements. (proposed by the Board) Explanation:

(1) The 2021 Business Report and Financial Statements were approved by the Board of Directors’ Meeting on February 24, 2022 and reviewed by the Audit Committee. The Audit Committee’s report was issued accordingly.
(2) The 2021 Business Report, Audit Report from the Certified Public Accountant (CPA) and Financial Statements are attached hereto as Attachment 1 (page 11 ~13) and Attachment 3 (pages 15~38).

Voting Results:

Shares represented at the time of voting: 410,025,823

Voting Results	% of the total represented share present
Votes in favor: 377,748,589 votes (195,336,647 votes)	92.13%
Votes against: 128,340 votes (128,340 votes)	0.03%

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Voting Results	% of the total represented share present
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 32,148,894 votes (31,847,558 votes)	7.84%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

2. 2021 earnings distribution. (proposed by the Board) Explanation:

(1) The Company’s net profit of 2021 was NTD 2,178,348,867. The distributable earning would be NTD 1,661,903,430 after adjustment.
(2) It is proposed to distribute NT$1,365,880,920 to be as shareholders’ cash dividend, approximately NT$2 per share. The dividend is calculated up to the nearest NT Dollar by unconditional rounding and the total undistributed dividend which less than one NT Dollar will be allocated to other income of the company. According to the Articles of Incorporation, the board of directors authorizes the chairman to set the ex-dividend record date, distribution date and other related matters.
(3) If the dividend ratio is affected by the change of the numbers of outstanding shares of the Company, the chairman of the Board of Directors would be fully authorized to conduct necessary process.
(4) The Profit Distribution Table is attached hereto as Attachment 4 (page 39).

Voting Results:

Shares represented at the time of voting: 410,025,823

Voting Results	% of the total represented share present
Votes in favor: 378,250,444 votes (195,838,502 votes)	92.25%
Votes against: 238,457 votes (238,457 votes)	0.06%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 31,536,922 votes (31,235,586 votes)	7.69%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

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V. Matters for Discussion

1. To amend the Articles of Incorporation. (proposed by the Board)

Explanation:

(1) Correction reason:
i. Earnings distribution
- To adjust the way of earning distribution from quarterly to annually based on the characteristics of industry.
ii. The ratio of employee remuneration
- Since the Company is an investment holding company with less employees and the Subsidiaries are active entities, from the perspective of reasonableness, the Company would like to adjust the ratio of employee remuneration to “0.1% to 15%” from “10% to 20%”.
(2) Comparison Table for Amendments is attached hereto as Attachment 5 (page 40~44).

Voting Results:

Shares represented at the time of voting: 410,025,823

Voting Results	% of the total represented share present
Votes in favor: 367,378,742 votes (184,966,800 votes)	89.60%
Votes against: 158,889 votes (158,889 votes)	0.04%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 42,488,192 votes (42,186,856 votes)	10.36%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

2. To amend "Acquisition or Disposal Procedures of Asset". (proposed by the Board) Explanation:

(1) Correction reason: Pursuant to the amendments of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies issued per the Order No. 1110380465 of The Financial Supervisory Commission dated on January 28th, 2022.
(2) Comparison Table for Amendments is attached hereto as Attachment 6 (page 45~66).

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Voting Results:

Shares represented at the time of voting: 410,025,823

Voting Results	% of the total represented share present
Votes in favor: 367,346,119 votes (184,934,177 votes)	89.59%
Votes against: 157,811 votes (157,811 votes)	0.04%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 42,521,893 votes (42,220,557 votes)	10.37%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

3. To conduct the private placement of common shares through cash capital increase. ("Private Placement Shares"). (proposed by the Board) Explanation:

(1) The purpose and the limit of the fund raising: The funds obtained from this private placement of common shares will be used for the construction of Micro LED 6-inch wafer fabs and purchase of epitaxy process and chip process related equipment, etc. In accordance with the relevant provisions of Article 43-6 of the Securities and Exchange Act, the Company plans to handle the issuance of private equity ordinary shares through cash capital increase in 2022, within the limit of 70,000 thousand ordinary shares (approximately 10.22% of the currently issued shares and 9.27% of the equity after the capital increase). It is proposed to authorize the board of directors to complete the one-off process within one year from the date of the resolution of the ordinary shareholders' meeting.
(2) The Method for Selecting Investors: The counterparties for this private placement shall meet the qualifications for specific persons listed in Article 43-6 of the Securities and Exchange Act. The selection method is to have a good understanding of the Company's operation, industrial development and directly or indirectly to contribute benefit to the future operation of the Company. The list of specific persons who have been negotiated in this cash capital increase and issuance of Private Placement Shares, the selection method and purpose, and the relationship with the company are explained as follows:
i. AU Optronics Corp.:

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AU Optronics Corp. (hereinafter referred to as AUO) is the insider of the Company. In order to accelerate the pace of realizing the combination of die and panel in the future, to combine the existing foundation and technical advantages of LCD and LED and the integration of upstream and downstream of the industry chain, to improve the company's technical level, to obtain a stable product sales channel, to gain the first mover advantage and the right to speak for new product pricing, to break away from the vicious circle of bargaining competition, and to achieve the goal of Micro LED mass production, with the participation of AUO, the long-term cooperative relationship between the two parties can be deepened and ensured, as well as the confidentiality of technology patents.

ii. INNOLUX Corporation:

INNOLUX Corporation (hereinafter referred to as INNOLUX) is the world's only one-stop, comprehensive display total solution provider whose products cover large, medium and small sized LCD panels and touch panels. By integrating the product manufacturing supply chain in series, it can expand future product sales, product research and development cooperation or develop new markets. INNOLUX is a strategic investor who will benefit the Company's long-term development in the future.

iii. The top ten shareholders and relationships with the Company of AUO and INNOLUX is attached hereto as Attachment 7 (page 67~68).
(3) The Pricing Basis and Reasonableness: The specific persons to be recruited in this private placement are AUO and INNOLUX, AUO is the director of the Company and has the status of an insider. In accordance with the provisions of Article 4, Paragraph 1, Paragraph 2, Item 1 of "Directions for Public Companies Conducting Private Placements of Securities", if the subscriber is an insider or related party of the Company, the price for issuing ordinary shares in the Proposed Private Placement shall not be lower than 80% of the reference price. Reference price is set to be the price determined by the following calculation, whichever is higher.
i. The simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading day prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of the shares cancelled in connection with capital reduction.
ii. The simple arithmetical average closing price of the ordinary shares of the Company for thirty trading days prior to the pricing date, after deducting the value of bonus shares issued as stock dividends and cash dividends, and adding back the value of shares cancelled in connection with capital reduction.

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Considering shareholders' equity and capital requirements, the subscription price for common shares of this private placement shall be no less than 90% of the reference price. It is proposed to for the shareholders meeting to authorize the Board of Directors to determine the actual price no lower than within the range approved by the shareholders meeting, depending on the status of specific investor(s) contacted and market conditions in the future.

The subscription price of this private placement should be reasonable based on the company's future prospects, the fact that the timing, counterparties and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity and other factors. It would have no significant influence on the rights and benefits of shareholders.

(4) Necessity and Anticipated Benefits of Private Placement:
i. Reasons for the Necessity: If the strategic partners purchase the Company’s shares from the market, this action could not ease the Company’s capital needs produced by the CAPEX for factory construction and production equipment. If the Company adopts public placement, the Company should observe shares for employees and public subscription in accordance with Article 267 of the Company Act and Article 28-1 of the Securities and Exchange Act. In addition, if the shares of subscription reach 10% of total issued shares, the Company should lift the amount of cash capital increase to overly exaggerate capital and ask existing shareholders to waive the subscription rights to allow the specific counterparties to subscribe. The uncertainty goes higher. In contrast to public placement, the fact that private common stock has the advantage of quick and easy fund raising and the restriction of nontransferability within three years will further ensure the long-term collaboration between the Company and the counterparties, as well as the confidentiality of technology patents. Therefore, financing through this private placement could increase the flexibility of funding sources.
ii. Anticipated Benefits: The funds obtained from this private placement of shares would be used for the construction of Micro LED 6-inch wafer fabs. Cost saving driven by the increase in size of wafer and breakthrough of mass transfer seeking from the end design of Micro LED and high-performance LCD panel could realize the goal of mass production of Micro LED and obtain the steady product channel not only to benefit the Company’s business and finance but also to bring more profit for shareholders.
(5) Rights and obligations of the common stock through this private placement: Rights and obligations of common stocks through private placement are generally the same with common stocks issued by the Company. However,

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pursuant to Article 43-8 of the Securities and Exchange Act, with the exception of special conditions, common stocks issued through private placement will not be freely transferred until three years after the settlement date. An application for the public offering of common stocks through private placement and listing on the Taiwan Stock Exchange shall be made at least three years after the settlement date under related laws and regulations.

(6) Whether any material change in the Company’s management control occurs after AUO and Innolux were introduced.
i. AUO is a director of the Company. As of the end of February 2022, AUO Group holds a total of 9.26% of the Company's equity. It is expected that after participating in the subscription of 67,250,000 private ordinary shares in this issuance, it will hold approximately 17.31% of the Company's equity after the capital increase.
ii. AUO and the Company are a long-term strategic partnership. The Company believes that the corporate governance structure of the Board is sufficient and comprehensive for overseeing the Company’s substantial actions and protecting shareholders’ value. The Audit Committee currently consisting of five independent directors is constituted by more than half of the seats of the Board. The independent directors have reviewed and agreed every resolution to be proposed at the upcoming Annual General Shareholders’ Meeting, including the share issuance resolution. The independent director seats occupy 55.6% of the total Board seats of the Company. We believe that the Company has sufficient independence to reduce the potential risk of abuse of share issuance mandate by insiders to benefit themselves. The Audit Committee will review the qualifications of potential strategic investors and assess their capacities of creating synergies to the Company.
iii. INNOLUX Group holds a total of 0.14% of the Company's equity as of the end of February 2022, and is expected to hold approximately 0.49% of the Company's equity after participating in the subscription of 2,750,000 private common shares in this capital increase.
iv. In summary, after the Company handles the private placement case and introduces strategic investors, there should be no change in the shareholding structure resulting in the transfer of control or the loss of control by the original management.
(7) In this private placement case, AUO participating as a strategic investor applied to TWSE and obtained a letter of consent. Insiders could get within the quota of 69,000,000 private ordinary shares, and the actual subscription price should not be lower than 10% off the reference price.

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(8) Within one year prior to the decision of the board of directors to conduct private placement of securities, the change in the number of directors has reached the standard of a major change in management rights in Article 4, Paragraph 3 of "Directions for Public Companies Conducting Private Placements of Securities". An evaluation opinion on the necessity and reasonableness of private placement issued by the securities underwriter is .
attached hereto as Attachment 8 (page 69~76)
(9) It is proposed that the Board to be authorized by the Members in the 2022 AGM with full power handles main points of the Proposed Private Placement, including but not limited to the actual issued shares, issue price, selection of investors, pricing date, record date of capital increase, plan items, progress of fund use, anticipated benefits, anticipated phases of private placement, other matters not prescribed herein pertaining to the Proposed Private Placement, and cases needing to be revised upon regulator’s requests or as a result of the evaluation of the operation or objective environmental changes.

Voting Results:

Shares represented at the time of voting: 410,025,823

Voting Results	% of the total represented share present
Votes in favor: 364,716,729 votes (182,304,787 votes)	88.95%
Votes against: 2,649,518 votes (2,649,518 votes)	0.65%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 42,659,576 votes (42,358,240 votes)	10.40%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

4. To approve to release the directors from non-competition restrictions. (proposed by the Board)

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 9 (page 77).

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Voting Results:

Shares represented at the time of voting: 410,025,823

Voting Results	% of the total represented share present
Votes in favor: 364,731,648 votes (182,319,706 votes)	88.95%
Votes against: 2,499,895 votes (2,499,895 votes)	0.61%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 42,794,280 votes (42,492,944 votes)	10.44%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

VI. Extemporary Motions : None.

VII. Adjournment : Meeting ended at 9:34 am

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Attachment 1

ENNOSTAR Inc. 2021 Business Report

The macroeconomy has not held up under the impact of COVID-19, but Ennostar was not affected due to its steady and safe operation, and has shown a brilliant achievement in the first year of establishment. The consolidated revenue of the Company was NT$36.425 billion; the net operating profit was NT$2.110 billion; the net income attributed to the parent company was NT$2.178 billion; and the after-tax earnings per share (EPS) was NT$3.21. There has been a significantly improvement compared with the losses of EPISTAR and LEXTAR group in 2020.

Insight into Future Needs, Continue to Innovate, and Become the Best Investment Platform of Compound Semiconductor

Prior to the establishment of Ennostar, the Group's subsidiaries had insight into the changes of LED industry and transferred the business focus from general lighting, which still had a large market share at that time, to high-tech and high value-added applications such as the new-generation display, vehicle lighting, sensing lighting and special lighting, and extended its core competence of III-V compound semiconductor epitaxy and process to the new-generation compound semiconductor, in the hope that the core competence-based business layout could make the profitability of the Group more versatile. Although many challenges were encountered in the process, with the joint efforts of all employees and partners of the Group, each of the problems was gradually solved, and the achievements brewing for many years were finally seen in the first year of Ennostar's establishment:

1. Display:

Through cooperation with well-known international brands, the Group has taken the lead in launching the world's first mass-produced mini LED backlight product, setting a milestone in new high-quality displays for the tablet PC and laptop segments around the world, and the proportion of mini LED in the Group's revenue has also increased to 25%. We foresee that driven by international benchmark brands, the demand for mini LED will continue to grow, and Ennostar will further apply its mini LED massproduction experience and ability to the realization of micro LED products, and help the industry quickly achieve the goal of micro LED mass production.

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2. Automotive:

In addition to maintaining the high market share in the automotive market, we work with our partners to develop large-size and high brightness mini backlight displays and a number of innovative automotive products to meet the need of electric self-driving, such as in-vehicle driving monitoring system (DMS), advanced driving assistance system (ADAS), and 3D gesture recognition application. We hope to use the Group's product technology and quality improvement to help car factories provide a safer and more convenient driving environment.

Sensing:

In response to the diverse sensing needs of the market, Ennostar actively improved the technical power of products and went deep into the industrial layout. Internally, we showed extremely high R&D energy and developed the world's first optical power short wave infrared technology that can be applied to the detection of special physiological data; externally, we invested in Tyntek Corporation to strengthen the light receiving technology and integrate the sensing light-emitting elements to achieve a complete sensing layout.

Special lighting:
Professional lighting that integrates light, machinery and electricity and plant lighting that requires high efficiency are the main directions of our development. In addition, as the demand for sterilization has increased significantly since the outbreak of COVID-19, Ennostar has provided a UVC LED integration solution; the sterilization effect of our products reaches 99.9%, and can cater to different lighting angles to meet the needs of all-round sterilization. At present, we have cooperated with many famous international brands, and have introduced products into many application fields such as white appliances, water purification equipment, sweeping robots and medical institutions.
New-generation compound semiconductors:
Unikorn Semiconductor, one of the three subsidiaries of Ennostar, has the OEM technology and ability of compound semiconductors such as class III semiconductors, 5G, power device and microwave components. At present, it is carrying out a capacity expansion plan in line with the needs of customers, and we hope to let you see the layout results in the year 2023.

To realize the future demand and create a leading position in the industry is not only the original intention, but also the business direction of Ennostar. We expect to start from our core competence, integrate the resources and strength of the Group and partners, and continue to invest in innovative R&D, so as to realize the blueprint of the latest generation of compound semiconductors, and become the "best compound semiconductor investment platform" in the world.

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Give Play to the Key Influence of the Enterprise, Embed ESG into the DNA of the Group and Jointly Create the Power for "Happy Life" With ESG

ESG is one of the hottest topics in recent years, and major enterprises have announced their ESG goals and plans. Although the subsidiaries of Ennostar have also actively developed and participated in relevant activities in the past few years, they always do it quietly as a "humble hero". However, with the establishment of Ennostar, we are aware that as a leading enterprise with resources, we should not only do a good job in our own business, but also give full play to the influence of the enterprise to drive the supply chain, and become a benchmark for others to follow. Therefore, in 2021, Ennostar officially established a dedicated ESG unit and an ESG enterprise sustainability committee, with the operation levels from the board of directors to the three subsidiaries. In addition to setting short, medium and long-term goals, Ennostar established a group sustainability college to create an ESG atmosphere to let ESG go deep into every corner of the Group, in a hope to develop ESG with our core competencies to let the enterprise create the power of "well-being" from inside to outside, and internalize ESG into the Group’s DNA, so as to continue to plough deep and grow upward in a virtuous cycle and a create higher enterprise value.

Chairman Biing-Jye Lee President Biing-Jye Lee Accounting Supervisor Po-Yi Chang

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Attachment 2

Audit Committee’s Review Report

To: ENNOSTAR Inc. Annual General Shareholders’ Meeting of 2022

With respect to the Company’s 2021 Business Report, Financial Statements and Proposal for allocation of profit, Tien-Yi Li CPA and Chien-Hung Chou CPA of PricewaterhouseCoopers have also audited the financial statements and issued the auditors’ report. The Business Report, Financial Statements and Proposal for 2021 allocation of profit have been reviewed and determined to be correct and accurate by the Audit Committee members of ENNOSTAR Inc.. According to article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit the report.

ENNOSTAR Inc.

Chairman of the Audit Committee: Mr. Wei-Min Sheng Date: February 24, 2022

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Attachment 3

Report of independent accountants translated from Chinese.

INDEPENDENT AUDITORS’ REPORT

PWCR 21000270

To the Board of Directors and Shareholders of ENNOSTAR Inc.

Opinion

We have audited the accompanying consolidated balance sheets of ENNOSTAR Inc. and subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion ,based on our audits and the reports of other independent auditors, as described in the other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent auditors of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The key audit matters in relation to the consolidated financial statements for the year ended December 31, 2021 are outlined as follows:

Assessment of business combination

Description

ENNOSTAR Inc. acquired a 100% equity interest in Lextar Electronics Corporation by exchanging 0.275 common share of ENNOSTAR Inc. into 1 common share of Lextar Electronics Corporation in accordance with the Enterprise Merger and Acquisition Act and other related regulations on January 6, 2021 (the effective date for the merger). The allocation of acquisition price for the merger was based on the allocation report issued by the external appraiser. The identifiable assets acquired and liabilities assumed in the business combination was measured and allocated in the business combination.

As the assumptions of the acquisition price allocation in the business combination involves management’s estimates, and are significant to the financial statements, we consider the business combination a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the key audit matter mentioned above:

Inquired and evaluated the professional ability, qualifications and objectiveness of the independent appraisal expert appointed by the management.
Evaluated the reasonableness of the assumptions for allocation of the acquisition price and appointed our financial advisory experts to assist in the process of evaluating the acquisition price report (including the valuation models and the parameters adopted by the Group, identifiable intangible assets and estimated economic benefits life). Verified the accuracy of the calculations of the valuation model.

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Obtained the accounting entries of business combination and ensured the assets acquired and liabilities assumed in the business combination were recognised in accordance with the abovementioned price allocation report and the related information was fully disclosed in the notes to the financial statements.

Evaluation of Inventories

Description

Please refer to Note 4(13) of the consolidated financial statements for the accounting policy on inventory valuation, Note 5(2) for the accounting estimates and assumptions in relation to inventory valuation, Note 6(5) for the explanations regarding inventory valuation. As of December 31, 2021, the balances of inventories and the allowance for valuation loss were NT$6,365,509 thousand and NT$677,130 thousand, respectively. The Group is primarily engaged in manufacturing and sales of LED wafers, chips, packages and models. Due to rapid technological developments, short product lifespans and frequent fluctuations of market prices, the risk of decline in market value and obsolescence for inventories is high. The Group evaluates net realized values for inventories which aged over a specific period of time and specific obsolete inventories in order to provide allowance for valuation loss. Since the identification of the above obsolete inventories and their respective net realizable values are subject to management’s judgment, it was identified as one of the key audit matters.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following:

Obtained an understanding of the Group’s operations and the nature of its industry and interviewed with management to understand the probability of future sales for those out-of-date inventories and to evaluate the reasonableness of allowance for valuation loss.
Obtained and validated the accuracy of the detailed listings of inventories aged over a specific period of time and specific obsolete inventories. Validated information of historical sales and discounts for those obsolete inventories to assess the reasonableness of policies in providing allowance for inventory valuation loss.

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Emphasis of matter

We draw attention to Note 1 to the consolidated financial statements, which describes that ENNOSTAR Inc. used 0.5 ordinary share in exchange for 1 ordinary share of Epistar Corporation to acquire a 100% equity interest of Epistar Corporation. The aforementioned share exchange pertains to a reorganization of entities under common control. In substance, ENNOSTAR Inc. is the successor company of Epistar Corporation. Thus, ENNOSTAR Inc., in its consolidated financial statements, accounted for the relevant assets and liabilities received using the book values in the financial statements of Epistar Corporation. Also, ENNOSTAR Inc. restated the prior period consolidated financial statements as if Epistar Corporation had always been consolidated since the beginning.

Other matter – Audit by Other Independent Auditors

We did not audit the financial statements of certain consolidated subsidiaries. Those financial statements were audited by other independent auditors, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on the consolidated subsidiaries disclosed in Note 13 was based solely on the reports of other independent auditors. Total assets of those consolidated subsidiaries amounted to NT$273,986 thousand and NT$464,772 thousand, constituting 0.36% and 0.84% of the consolidated total assets as at December 31, 2021 and 2020, respectively, and total operating revenues were both NT$0 thousand for the years then ended, constituting 0% of the consolidated total operating revenues as at December 31, 2021 and 2020, respectively. Furthermore, we did not audit the 2021 and 2020 financial statements of certain equity investments accounted for under the equity method. Those financial statements were audited by other independent auditors whose reports thereon were furnished to us and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and certain information disclosed in Note 13 relative to these investments, is based solely on the reports of the other independent auditors. These equity investments amounted to NT$1,046,503 thousand and NT$26,926 thousand, representing 1.36% and 0.05% of the consolidated total assets as of December 31, 2021 and 2020, respectively, and their comprehensive income (including share of loss of associates and joint ventures accounted for under equity method and share of other comprehensive income/(loss) of associates and joint ventures accounted for under equity method) amounted to NT$7,403 thousand and NT$10,507 thousand, representing 0.47% and (0.13%) of the consolidated comprehensive gain (loss) for the years then ended.

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Other matter – Parent company only financial reports

We have also expressed an unmodified opinion on the parent company only financial statements of ENNOSTAR Inc. as of and for the year ended December 31, 2021.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

~19~

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

~20~

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Li, Tien-Yi Chou, Chien-Hung For and on Behalf of PricewaterhouseCoopers, Taiwan February 24, 2022

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

~21~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

December31,2021 AMOUNT % `$` `12,336,039` `16` `225,284` `-` `1,622,419` `2` `11,653,001` `15` `1,075,710` `2` `162,252` `-` `15,821` `-` `5,688,379` `7` `1,637,188` `2` `381,573` `1` `34,797,666` `45` `112,284` `-` `4,686,605` `6` `3,272,047` `4` `24,299,352` `32` `1,915,756` `3` `685,575` `1` `4,941,663` `6` `1,785,253` `2` `392,981` `1` `42,091,516` `55` `$` `76,889,182` `100`	December31,2020	December31,2020
AMOUNT `$` `12,336,039` `225,284` `1,622,419` `11,653,001` `1,075,710` `162,252` `15,821` `5,688,379` `1,637,188` `381,573` `34,797,666` `112,284` `4,686,605` `3,272,047` `24,299,352` `1,915,756` `685,575` `4,941,663` `1,785,253` `392,981` `42,091,516` `$` `76,889,182`	AMOUNT `$` `5,228,011` `170,770` `1,086,061` `6,288,351` `215,223` `163,487` `8,556` `3,167,004` `987,233` `531,435` `17,846,131` `179,275` `4,384,300` `1,645,575` `21,085,475` `1,664,289` `216,341` `4,132,191` `3,949,334` `426,097` `37,682,877` `$` `55,529,008`	%
		`10` `-` `2` `11` `-` `-` `-` `6` `2` `1`
		`32`
		`-` `8` `3` `38` `3` `-` `8` `7` `1`
		`68` `100`

( Continued )

~22~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

				December 31, 2021				December 31, 2020
	Liabilities and Equity			AMOUNT	%			AMOUNT	%
	Current liabilities
`2100`	Short-term borrowings		`$`	`3,479,177`		`5`	`$`	`1,537,574`	`3`
`2110`	Short-term notes and bills payable			`877,011`		`1`		`568,519`	`1`
`2120`	Financial liabilities at fair value
	through profit or loss - current			`12`		`-`		`-`	`-`
`2150`	Notes payable			`45,455`		`-`		`11,002`	`-`
`2170`	Accounts payable			`4,396,401`		`6`		`1,998,922`	`4`
`2180`	Accounts payable - related parties			`319,572`		`-`		`174,250`	`-`
`2200`	Other payables			`5,843,445`		`8`		`4,387,779`	`8`
`2230`	Current income tax liabilities			`30,370`		`-`		`14,004`	`-`
`2280`	Current lease liabilities			`107,868`		`-`		`113,241`	`-`
`2320`	Long-term liabilities, current portion			`131,683`		`-`		`137,419`	`-`
`2399`	Other current liabilities - others			`533,353`		`1`		`201,452`	`-`
`21XX`	Current Liabilities			`15,764,347`	`21`			`9,144,162`	`16`
	Non-current liabilities
`2540`	Long-term borrowings			`4,007,482`		`5`		`3,200,725`	`6`
`2570`	Deferred income tax liabilities			`429,338`		`-`		`1,736,775`	`3`
`2580`	Non-current lease liabilities			`1,449,261`		`2`		`1,173,065`	`2`
`2600`	Other non-current liabilities			`633,711`		`1`		`562,985`	`1`
`25XX`	Non-current liabilities			`6,519,792`		`8`		`6,673,550`	`12`
`2XXX`	Total Liabilities			`22,284,139`	`29`			`15,817,712`	`28`
	Equity attributable to owners of parent
	company
	Share capital
`3110`	Share capital - common stock			`6,852,514`		`9`		`10,887,014`	`20`
	Capital surplus
`3200`	Capital surplus			`43,830,638`	`57`			`36,115,456`	`65`
	Retained earnings
`3350`	Unappropriated retained earnings
	(accumulated deficit)			`2,169,446`		`3 (`		`7,908,188)(`	`14`)
	Other equity interest
`3400`	Other equity interest	(		`235,543)`		`- (`		`1,001,764)(`	`2`)
`3500`	Treasury stocks	(		`294,810)(`		`1)(`		`485,137)(`	`1`)
`31XX`	Equity attributable to owners of
	the parent			`52,322,245`	`68`			`37,607,381`	`68`
`36XX`	Non-controlling interest			`2,282,798`		`3`		`2,103,915`	`4`
`3XXX`	Total equity			`54,605,043`	`71`			`39,711,296`	`72`
`3X2X`	Total liabilities and equity		`$`	`76,889,182`	`100`		`$`	`55,529,008`	`100`

~23~

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings (loss) per share amounts)

			Year ended December 31	Year ended December 31	Year ended December 31
			2021		2020
	Items		AMOUNT %		AMOUNT	%
`4000`	Sales revenue		`$` `36,424,760` `100`		`$` `14,531,823`	`100`
`5000`	Operating costs	`(`	`28,807,881)(`	`79)(`	`14,970,953)(`	`103)`
`5900`	Operating margin (loss)		`7,616,879`	`21 (`	`439,130)(`	`3)`
`5910`	Unrealized loss (profit) from sales		`41`	`- (`	`1,589)`	`-`
`5920`	Realized profit (loss) from sales		`1,589`	`- (`	`4,266)`	`-`
`5950`	Net operating margin (loss)		`7,618,509`	`21 (`	`444,985)(`	`3)`
	Operating expenses
`6100`	Selling expenses	`(`	`884,563)(`	`3)(`	`286,614)(`	`2)`
`6200`	General and administrative expenses	`(`	`2,005,479)(`	`6)(`	`1,284,888)(`	`9)`
`6300`	Research and development expenses	`(`	`2,656,848)(`	`7)(`	`1,821,411)(`	`12)`
`6450`	Expected credit loss	`(`	`133,422)`	`- (`	`848,572)(`	`6)`
`6000`	Total operating expenses	`(`	`5,680,312)(`	`16)(`	`4,241,485)(`	`29)`
`6500`	Other income and expenses - net		`171,933`	`1`	`200,119`	`1`
`6900`	Operating profit (loss)		`2,110,130`	`6 (`	`4,486,351)(`	`31)`
	Non-operating income and expenses
`7100`	Interest income		`52,150`	`-`	`16,672`	`-`
`7010`	Other income		`493,075`	`1`	`309,149`	`2`
`7020`	Other gains and losses		`69,879`	`- (`	`4,108,883)(`	`28)`
`7050`	Finance costs	`(`	`121,117)`	`- (`	`133,038)(`	`1)`
`7055`	Expected credit losses	`(`	`57,836)`	`- (`	`19,356)`	`-`
`7060`	Share of loss of associates and joint
	ventures accounted for under equity
	method	`(`	`182,973)(`	`1)(`	`1,471)`	`-`
`7000`	Total non-operating income and
	expenses		`253,178`	`- (`	`3,936,927)(`	`27)`
`7900`	Profit (loss) before income tax		`2,363,308`	`6 (`	`8,423,278)(`	`58)`
`7950`	Income tax expense	`(`	`464,834)(`	`1)(`	`75,964)(`	`1)`
`8200`	Profit (loss) for the year		`$` `1,898,474`	`5 ($` `8,499,242)(`		`59)`

( Continued )

~24~

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings (loss) per share amounts)

				Year	ended December 31	ended December 31	ended December 31	ended December 31
			2021					2020
	Items		AMOUNT		%			AMOUNT	%
	Other comprehensive income
	Components of other comprehensive
	income that will not be reclassified to
	profit or loss
`8311`	Loss on remeasurements of defined
	benefit plans	`($`		`336)`		`- ($`		`14,733)`	`-`
`8316`	Unrealised gains from investments
	in equity instruments measured at
	fair value through other
	comprehensive income		`250,820`			`-`		`514,906`	`4`
`8320`	Share of other comprehensive
	income of associates and joint
	ventures accounted for using equity
	method, components of other
	comprehensive income that will not
	be reclassified to profit or loss			`-`		`-`		`308`	`-`
`8349`	Income tax related to components of
	other comprehensive income that
	will not be reclassified to profit or
	loss	`(`	`122,992)`			`- (`		`71,170) (`	`1)`
`8310`	Components of other
	comprehensive income that will
	not be reclassified to profit or loss		`127,492`			`-`		`429,311`	`3`
	Components of other comprehensive
	income that will be reclassified to
	profit or loss
`8361`	Cumulative translation differences
	of foreign operations	`(`	`248,407) (`			`1)`		`120,568`	`1`
`8370`	Share of other comprehensive
	income of associates and joint
	ventures accounted for using equity
	method, components of other
	comprehensive loss that will be
	reclassified to profit or loss			`-`		`- (`		`14,037)`	`-`
`8399`	Income tax related to components of
	other comprehensive income that
	will be reclassified to profit or loss	`(`	`194,616)`			`- (`		`15,296)`	`-`
`8360`	Components of other
	comprehensive (loss) income that
	will be reclassified to profit or loss	`(`	`443,023) (`			`1)`		`91,235`	`1`
`8300`	Other comprehensive (loss) income	`($` `315,531) (`				`1)`	`$`	`520,546`	`4`
`8500`	Total comprehensive income (loss)		`$` `1,582,943`			`4 ($`		`7,978,696) (`	`55)`
	Profit (loss) attributable to:
`8610`	Equity holders of the parent
	company		`$` `2,178,349`			`6 ($`		`8,109,453) (`	`56)`
`8620`	Non-controlling interest	`($` `279,875) (`				`1) ($`		`389,789) (`	`3)`
	Comprehensive income (loss)
	attributable to:
`8710`	Equity holders of the parent
	company		`$` `1,935,456`			`5 ($`		`7,618,601) (`	`53)`
`8720`	Non-controlling interest	`($` `352,513) (`				`1) ($`		`360,095) (`	`2)`
	Earnings (loss) per share
`9750`	Total basic earnings (loss) per share		`$`		`3.21 ($`				`15.04)`
`9850`	Total diluted earnings (loss) per
	share		`$`		`3.20 ($`				`15.04)`

~25~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings (loss) per share amounts)

==> picture [744 x 310] intentionally omitted <==

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

2020
Balance at January 1, 2020 $ 10,887,014 $ 39,212,772 $ 161,423 $ 318,465 ($ 3,749,510 ) ($ 785,337 ) ($ 500,148 ) ($ 325,490 ) $ 45,219,189 $ 1,976,169 $ 47,195,358
Loss for the year - - - - ( 8,109,453 ) - - - ( 8,109,453 ) ( 389,789 ) ( 8,499,242 )
Other comprehensive income(loss) for the year - - - - ( 11,189 ) 61,181 440,860 - 490,852 29,694 520,546
Total comprehensive income(loss) - - - - ( 8,120,642 ) 61,181 440,860 - ( 7,618,601 ) ( 360,095 ) ( 7,978,696 )
Appropriations of 2019
Legal reserve appropriated - - ( 161,423 ) - 161,423 - - - - - -
Special reserve appropriated - - - ( 318,465 ) 318,465 - - - - - -
Capital surplus used to cover accumulated deficits - ( 3,269,622 ) - - 3,269,622 - - - - - -
Cash paid for acquisition of non-controlling interests in
subsidiaries - - - - - - - - - ( 8,400 ) ( 8,400 )
Net change in equity of associates and joint ventures - ( 16,159 ) - - - - - - ( 16,159 ) - ( 16,159 )
Difference between consideration and carrying amount of
subsidiaries acquired and disposed - 70,274 - - - ( 6,877 ) - - 63,397 - 63,397
Cash investments from subsidiaries not participating in the capital
increase of non-controlling interest proportionately - 116,619 - - - - - - 116,619 534,503 651,122
Cash investments from subsidiaries establishing non-controlling
interest - 1,665 - - - - - - 1,665 98,459 100,124
Proceeds from disposal of investments accounted for using equity
method - ( 93 ) - - 212,454 1,011 ( 212,454 ) - 918 - 918
Purchase of treasury shares - - - - - - - ( 159,647 ) ( 159,647 ) - ( 159,647 )
Non-controlling interests - - - - - - - - - ( 136,721 ) ( 136,721 )
Balance at December 31, 2020 $ 10,887,014 $ 36,115,456 $ - $ - ($ 7,908,188 ) ($ 730,022 ) ($ 271,742 ) ($ 485,137 ) $ 37,607,381 $ 2,103,915 $ 39,711,296
2021
Balance at January 1, 2021 $ 10,887,014 $ 36,115,456 $ - $ - ($ 7,908,188 ) ($ 730,022 ) ($ 271,742 ) ($ 485,137 ) $ 37,607,381 $ 2,103,915 $ 39,711,296
Profit (loss) for the year - - - - 2,178,349 - - - 2,178,349 ( 279,875 ) 1,898,474
Other comprehensive income(loss) for the year - - - - 71 ( 404,982 ) 162,018 - ( 242,893 ) ( 72,638 ) ( 315,531 )
Total comprehensive income(loss) - - - - 2,178,420 ( 404,982 ) 162,018 - 1,935,456 ( 352,513 ) 1,582,943
Issuance of ordinary shares under business combination 1,416,020 10,308,626 - - - - - - 11,724,646 239,900 11,964,546
Changes in ownership interests in subsidiaries accounted for using
equity method - 574,746 - - - - - - 574,746 - 574,746
Difference between consideration and carrying amount of
subsidiaries acquired and disposed - ( 7,754 ) - - - ( 1,553 ) - - ( 9,307 ) - ( 9,307 )
Distribution to subsidiaries' employee compensation - 195,791 - - - - - - 195,791 - 195,791
Proceeds from treasury shares transferred to employees - 115,823 - - - - - 190,327 306,150 - 306,150
Proceeds from disposal of financial assets at fair value through
other comprehensive income - - - - ( 8,974 ) - 8,974 - - - -
Non-controlling interests - - - - - - - - - 291,496 291,496
Net change in equity of associates and joint ventures - ( 12,616 ) - - - - - - ( 12,616 ) - ( 12,616 )
Expiration of restricted employee stock ( 7,013 ) 7,013 - - - - - - - - -
Effect of joint share exchange ( 5,443,507 ) ( 3,466,447 ) - - 7,908,188 730,022 271,742 - ( 2 ) - ( 2 )
Balance at December 31, 2021 $ 6,852,514 $ 43,830,638 $ - $ - $ 2,169,446 ($ 406,535 ) $ 170,992 ($ 294,810 ) $ 52,322,245 $ 2,282,798 $ 54,605,043
----- End of picture text -----

~26~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

			Year ended	December 31
			2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax		`$`	`2,363,308`	`( $`	`8,423,278 )`
Adjustments
Adjustments to reconcile profit (loss)
Depreciation			`5,036,375`		`4,291,443`
Amortization (long-term prepaid rents)			`232,935`		`244,039`
Expected credit losses			`191,258`		`867,928`
Gain on disposal of investments	`(`		`254,040 )`	`(`	`41,808 )`
Net (gain) loss on financial assets at fair value through profit
or loss	`(`		`17,537 )`		`86,089`
Interest expense			`121,117`		`133,038`
Interest income	`(`		`45,090 )`	`(`	`71,001 )`
Dividend revenue	`(`		`105,228 )`	`(`	`22,861 )`
Share of loss of associates and joint ventures accounted for
under the equity method			`182,973`		`1,471`
Loss on disposal of property, plant and equipment			`5,664`		`42,740`
Loss on disposal of intangible assets			`11,223`		`2,519`
Impairment loss on non-financial assets			`114,693`		`3,602,072`
Unrealized (profit) loss from sales	`(`		`41 )`		`1,589`
Realized (profit) loss from sales	`(`		`1,589 )`		`4,266`
Other income from recognition of long-term deferred
revenues	`(`		`131,295 )`	`(`	`149,596 )`
Property, plant and equipment transferred to expense			`4,474`		`11,798`
Expenses transferred to intangible assets			`-`	`(`	`13,803 )`
Gain on disposal of non-current assets held for sale	`(`		`179,204 )`		`-`
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss	`(`		`10,006 )`		`44,214`
Notes receivable	`(`		`542,948 )`		`391,452`
Accounts receivable	`(`		`3,556,983 )`		`398,573`
Other receivables	`(`		`27,168 )`	`(`	`237,313 )`
Inventories	`(`		`1,447,254 )`		`96,335`
Prepayments	`(`		`488,679 )`	`(`	`38,158 )`
Other current assets			`337,228`	`(`	`14,094 )`
Other non-current assets			`499,681`		`37,987`
Changes in operating liabilities
Financial liabilities at fair value through profit or loss -
current			`1,633`		`-`
Notes payable			`34,418`	`(`	`381,435 )`
Accounts payable			`573,986`		`480,473`
Other payables			`1,239,536`		`322,920`
Other current liabilities			`70,198`		`44,293`
Other non-current liabilities			`173,460`		`53,938`
Cash inflow generated from operations			`4,387,098`		`1,765,830`
Interest received			`47,401`		`69,585`
Interest paid	`(`		`115,775 )`	`(`	`102,099 )`
Income tax paid	`(`		`97,802 )`	`(`	`23,003 )`
Dividend received			`131,666`		`75,462`
Net cash flows from operating activities			`4,352,588`		`1,785,775`

(Continued)

~27~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

==> picture [426 x 517] intentionally omitted <==

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

||||||||
|---|---|---|---|---|---|---|
|Year ended December 31|
|2021|2020|
|CASH FLOWS FROM INVESTING ACTIVITIES|
|Acquisition of financial assets at fair value through other|
|comprehensive income|( $|765,140|)|( $|7,216|)|
|Proceeds from disposal of financial assets at fair value through|
|other comprehensive income|695,324|1,253|
|Acquisition of investments accounted for under the equity|
|method|(|1,018,523|)|(|561,091|)|
|Proceeds from disposal of investments accounted for under the|
|equity method|818,718|312,633|
|Acquisition of property, plant and equipment|(|4,732,066|)|(|4,482,135|)|
|Proceeds from disposal of property, plant and equipment|235,179|584,846|
|Cash refund from investments accounted for under the equity|
|method|87,283|14,105|
|Decrease (increase) in refundable deposits|717|(|292|)|
|Acquisition of intangible assets|(|117,588|)|(|97,586|)|
|Proceeds from disposal of intangible assets|4,205|140|
|Effect on initial consolidation of subsidiaries|3,763,629|-|
|Decrease (increase) in pledged assets|312,664|(|214,549|)|
|Cash refund from financial assets capital reduction|66,929|-|
|Proceeds from disposal of non-current assets held for sale|430,000|-|
|Net cash flows used in investing activities|(|218,669|)|(|4,449,892|)|
|CASH FLOWS FROM FINANCING ACTIVITIES|
|Increase (decrease) in short-term loans|1,947,559|(|153,958|)|
|Increase in short-term notes and bill payable|-|211,677|
|Proceeds from long-term loans|1,836,127|4,941,700|
|Repayment of long-term loans|(|1,035,106|)|(|2,732,114|)|
|Increase in guarantee deposits received|24,360|50,907|
|Repayment of principal portion of lease liabilities|(|155,101|)|(|106,194|)|
|Purchase of treasury share|-|(|159,647|)|
|Proceeds from treasury shares transferred to employees|306,150|-|
|Increase in cash paid for acquisition of non-controlling interests|625,645|651,122|
|Cash investments from subsidiaries establishing non-controlling|
|interest|-|100,124|
|Cash dividends distributed to non-controlling interest|-|(|8,400|)|
|Net cash flows from financing activities|3,549,634|2,795,217|
|Effects of foreign currency exchange|(|575,525|)|(|155,912|)|
|Net increase (decrease) in cash and cash equivalents|7,108,028|(|24,812|)|
|Cash and cash equivalents at beginning of year|5,228,011|5,252,823|
|Cash and cash equivalents at end of year|$|12,336,039|$|5,228,011|

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PWCR 21000271

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of ENNOSTAR Inc.

Opinion

We have audited the accompanying parent company only balance sheet of ENNOSTAR Inc. (the “Company’’) as at December 31, 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the period from January 6, 2021(date of establishment) to December 31, 2021, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other independent auditors, as described in the other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2021, and its parent company only financial performance and its parent company only cash flows for the period from January 6, 2021 to December 31, 2021 in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audit in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Auditors” and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Auditors in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

The key audit matters in relation to the parent company only financial statements for the year ended December 31, 2021 are outlined as follows:

Assessment of business combination

Description

How our audit addressed the matter

We performed the following audit procedures on the key audit matter mentioned above:

Inquired and evaluated the professional ability, qualifications and objectiveness of the independent appraisal expert appointed by the management.
Evaluated the reasonableness of the assumptions for allocation of the acquisition price and appointed our financial advisory experts to assist in the process of evaluating the acquisition price report (including the valuation models and the parameters adopted by the Group, identifiable intangible assets and estimated economic benefits life). Verified the accuracy of the calculations of the valuation model.

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Obtained the accounting entries of business combination and ensured the assets acquired and liabilities assumed in the business combination were recognised in accordance with the abovementioned price allocation report and the related information was fully disclosed in the notes to the financial statements.

Investments accounted for using the equity method-evaluation of inventories

Description

The subsidiaries of the Company is primarily engaged in manufacturing and sales of LED wafers, chips, packages and models. Due to rapid technological developments, short product lifespans and frequent fluctuations of market prices, the risk of decline in market value and obsolescence for inventories is high. The subsidiaries of the Company evaluates net realized values for inventories which aged over a specific period of time and specific obsolete inventories in order to provide allowance for valuation loss. Since the identification of the above obsolete inventories and their respective net realizable values are subject to management’s judgment, it was identified as one of the key audit matters.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following:

Obtained an understanding of the Company and subsidiaries’s operations and the nature of its industry and interviewed with management to understand the probability of future sales for those out-of-date inventories and to evaluate the reasonableness of allowance for valuation loss.
Obtained and validated the accuracy of the detailed listings of inventories aged over a specific period of time and specific obsolete inventories. Validated information of historical sales and discounts for those obsolete inventories to assess the reasonableness of policies in providing allowance for inventory valuation loss.

Other matter – Audit by Other Independent Auditors

We did not audit the 2021 financial statements of certain equity investments accounted for under the equity method. Those financial statements were audited by other independent auditors, whose reports thereon were furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and certain information disclosed in Note 13 relative to these investments, was based solely on the reports of the other independent auditors. These equity investments amounted to NT$1,320,489 thousand, representing 2.50% of the parent company only total assets as of December 31, 2021, and their comprehensive loss (including share of loss of associates and joint ventures accounted for under equity method and share of other comprehensive income/(loss) of associates and joint ventures accounted for under equity method) amounted to NT$1,315 thousand, representing 0.06% of the parent company only comprehensive gain for the period then ended.

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Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Li, Tien-Yi Chou, Chien-Hung For and on Behalf of PricewaterhouseCoopers, Taiwan February 24, 2022

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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ENNOSTAR INC.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2021

(Expressed in thousands of New Taiwan dollars)

				December 31, 2021
	Assets			AMOUNT	%
	Current assets
1100	Cash and cash equivalents		`$`	`43,752`		`-`
1200	Other receivables			`10`		`-`
1210	Other receivables - related parties			`59,564`		`-`
1410	Prepayments			`2,499`		`-`
11XX	Current Assets			`105,825`		`-`
	Non-current assets
1550	Investments accounted for under equity method			`52,707,404`	`100`
1600	Property, plant and equipment			`10,157`		`-`
1900	Other non-current assets			`408`		`-`
15XX	Non-current assets			`52,717,969`	`100`
1XXX	Total assets		`$`	`52,823,794`	`100`
	Liabilities and Equity
	Current liabilities
2100	Short-term borrowings		`$`	`150,000`		`-`
2200	Other payables			`304,026`		`1`
2220	Other payables to related parties			`46,725`		`-`
2300	Other current liabilities			`788`		`-`
21XX	Current Liabilities			`501,539`		`1`
	Non-current liabilities
2600	Other non-current liabilities			`10`		`-`
2XXX	Total Liabilities			`501,549`		`1`
	Equity
	Share capital
3110	Share capital - common stock			`6,852,514`	`13`
	Capital surplus
3200	Capital surplus			`43,830,638`	`83`
	Retained earnings
3350	Unappropriated retained earnings			`2,169,446`		`4`
	Other equity interest
3400	Other equity interest	`(`		`235,543)`		`-`
3500	Treasury stocks	`(`		`294,810)(`		`1)`
3XXX	Total equity			`52,322,245`	`99`
3X2X	Total liabilities and equity		`$`	`52,823,794`	`100`

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ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM JANUARY 6, 2021(DATE OF ESTABLISHMENT) TO DECEMBER 31, 2021

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

				Period from January 6, 2021	Period from January 6, 2021	Period from January 6, 2021
				to December	31, 2021
	Items			AMOUNT		%
4000	Sales revenue		`$`	`2,417,618`		`100`
5000	Operating costs	`(`		`235,213)(`		`10)`
5900	Operating margin			`2,182,405`		`90`
5950	Net operating margin			`2,182,405`		`90`
6900	Operating profit			`2,182,405`		`90`
	Non-operating income and expenses
7100	Interest income				`27`	`-`
7010	Other income				`241`	`-`
7020	Other gains and losses	`(`			`2,976)`	`-`
7050	Finance costs	`(`			`1,348)`	`-`
7000	Total non-operating income and expenses	`(`			`4,056)`	`-`
7900	Profit before income tax			`2,178,349`		`90`
7950	Income tax expense				`-`	`-`
8200	Profit for the period		`$`	`2,178,349`		`90`
	Other comprehensive income
	Components of other comprehensive income
	that will not be reclassified to profit or loss
8330	Share of other comprehensive income of
	subsidiaries, associates and joint ventures
	accounted for using equity method,
	components of other comprehensive income
	that will not be reclassified to profit or loss		`$`	`285,081`		`12`
8349	Income tax related to components of other
	comprehensive income that will not be
	reclassified to profit or loss	`(`		`122,992)(`		`5)`
8310	Components of other comprehensive income
	that will not be reclassified to profit or loss			`162,089`		`7`
	Components of other comprehensive income
	that will be reclassified to profit or loss
8380	Share of other comprehensive income of
	subsidiaries, associates and joint ventures
	accounted for using equity method,
	components of other comprehensive income
	that will be reclassified to profit or loss	`(`		`210,366)(`		`9)`
8399	Income tax related to components of other
	comprehensive income that will be reclassified
	to profit or loss	`(`		`194,616)(`		`8)`
8360	Components of other comprehensive loss that
	will be reclassified to profit or loss	`(`		`404,982)(`		`17)`
8300	Other comprehensive loss	`($`		`242,893)(`		`10)`
8500	Total comprehensive income		`$`	`1,935,456`		`80`
	Earnings per share
9750	Total basic earnings per share		`$`			`3.21`
9850	Total diluted earnings per share		`$`			`3.20`

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ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE PERIOD FROM JANUARY 6, 2021(DATE OF ESTABLISHMENT) TO DECEMBER 31, 2021

(Expressed in thousands of New Taiwan dollars)

2021 January 6 (Date of establishment) Issuance of ordinary shares under business combination Profit for the period Other comprehensive income(loss) for the period Total comprehensive income(loss) Expiration of restricted employee stock Distribution to subsidiaries' employee compensation Proceeds from treasury shares transferred to employees Difference between consideration and carrying amount of subsidiaries acquired and disposed Net change in equity of associates and joint ventures Changes in ownership interests in subsidiaries accounted for using equity method Proceeds from disposal of financial assets at fair value through other comprehensive income Shares of the parent company held by subsidiaries transferred to treasury shares December 31	Share capital - common stock `$ 6,859,527` `-` `-` `-` `(` `7,013)` `-` `-` `-` `-` `-` `-` `-` `$ 6,852,514`	capital surplus `$ 42,957,636` `-` `-` `-` `7,013` `195,791` `115,823` `(` `7,754)` `(` `12,617)` `574,746` `-` `-` `$ 43,830,638`	Unappropriated retained earnings `$` `-` `2,178,349` `71` `2,178,420` `-` `-` `-` `-` `-` `-` `(` `8,974)` `-` `$ 2,169,446`
				Financial statements translation differences of foreign operations `$` `-` `-` `( 404,982)` `( 404,982)` `-` `-` `-` `(` `1,553)` `-` `-` `-` `-` `($ 406,535)`

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ENNOSTAR INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 6, 2021(DATE OF ESTABLISHMENT) TO DECEMBER 31, 2021

(Expressed in thousands of New Taiwan dollars)

			Period from January 6, 2021
			to December 31,2021
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$	2,178,349
Adjustments
Adjustments to reconcile profit (loss)
Depreciation			71
Interest expense			1,348
Interest income	(		143 )
Dividend revenue	(		6,701 )
Share of profit of associates and joint ventures accounted for under
the equity method	(		2,191,207 )
Distribution of compensation to employees			195,791
Changes in operating assets and liabilities
Changes in operating assets
Other receivables	(		10 )
Other receivables-related parties	(		59,564 )
Prepayments	(		2,499 )
Changes in operating liabilities
Other payables			294,025
Other payables-related parties			46,725
Other current liabilities			788
Cash inflow generated from operations			456,973
Dividend received			1,806,701
Interest received			143
Interest paid	(		1,348 )
Net cash flows from operating activities			2,262,469
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for under the equity method	(		2,368,092 )
Acquisition of property, plant and equipment	(		227 )
Increase in refundable deposits	(		408 )
Net cash flows used in investing activities	(		2,368,727 )
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans			150,000
Increase in guarantee deposits received			10
Net cash flows from financing activities			150,010
Net increase in cash and cash equivalents			43,752
Cash and cash equivalents at beginning of year			-
Cash and cash equivalents at end of year		$	43,752

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Attachment 4

ENNOSTAR Inc. Profit Distribution Table Year 2021

Unit: NTD

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Item Subtotal Total
Unappropriated Retained Earnings of previous
0
years
Net Income of 2021 2,178,348,867
The amount of items other than the net profit after
tax of the current period included in the
undistributed surplus
Add (Less):
Loss on remeasurements of defined benefit plans 70,597
Proceeds from disposal of financial assets at fair
(8,973,297)
value through other comprehensive income
Total of Legal reserve appropriated 2,169,446,167
Less:
Allocated legal reserve (216,944,617)
Special Reserve (290,598,120)
Total of Special reserve appropriated (507,542,737)
Retained Earnings Available for Distribution as of
1,661,903,430
December 31, 2021
Distribution Item:
Distribute cash dividends from 2021.Q1~Q3
0
(approved by BOD)
Year (Fourth Quarter) Cash dividends (NT$2 per
(1,365,880,920)
share)
Unappropriated Retained Earnings 296,022,510
Chairman: President: Accounting Supervisor:
Biing-Jye Lee Biing-Jye Lee Po-Yi Chang
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Attachment 5

ENNOSTAR Inc. Articles of Incorporation Comparison Table for Amendments

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Article No. Ori inal Articles Amended Articles Reasons for Amendments
g
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Attachment 5 ENNOSTAR Inc. Articles of Incorporation Comparison Table for Amendments	Attachment 5 ENNOSTAR Inc. Articles of Incorporation Comparison Table for Amendments	Attachment 5 ENNOSTAR Inc. Articles of Incorporation Comparison Table for Amendments	Attachment 5 ENNOSTAR Inc. Articles of Incorporation Comparison Table for Amendments
Article No. Original Articles Amended Articles Reasons for Amendments

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	The Company shall dispatch0.1% to 15% 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	To amend the ratio of employee remuneration for practical needs.

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Article No.	Original Articles	Amended Articles	Reasons for Amendments
	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.	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		To adjust the way of earning distribution from quarterly to annually based on the characteristics of industry.

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Article No. Ori inal Articles Amended Articles Reasons for Amendments g 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. The Company shall distribute the after-tax The Company shall distribute the after-tax profit after annual accounting settlement, profit after annual accounting settlement, shall first make up for the losses, then shall first make up for the losses, then allocate 10% as legal reserve. However while allocate 10% as legal reserve. However while such legal reserve amounts to the total such legal reserve amounts to the total authorized capital, this provision shall not authorized capital, this provision shall not apply and, if necessary, allocate or reverse apply and, if necessary, allocate or reverse special reserve. Balance plus the previous special reserve. Balance plus the previous cumulative undistributed earnings to be cumulative undistributed earnings to be allocated surplus, in addition to discretion of allocated surplus, in addition to discretion of reservations, the distribution shall be reservations, the distribution shall be proposed by the Board of directors, if the proposed by the Board of directors, if the proposal is to distribute by issuing new proposal is to distribute by issuing new shares, it shall be submitted to shareholders’ shares, it shall be submitted to shareholders’ meeting for resolution; if the proposal is to meeting for resolution; if the proposal is to distribute by cash, it shall be resolved by the distribute by cash, according to paragraph 5 Board of directors, and the distribution ratio of Article 240 of Company Act, it shall be

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Article No. Ori inal Articles Amended Articles Reasons for Amendments
g
shall base on the proportion of shares held by resolved and adopted by a majority vote at a
each shareholder. meeting of the Board of directors attended by
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Article No. Original Articles Amended Articles Reasons for Amendments	Article No. Original Articles Amended Articles Reasons for Amendments	Article No. Original Articles Amended Articles Reasons for Amendments	Article No. Original Articles Amended Articles Reasons for Amendments	Article No. Original Articles Amended Articles Reasons for Amendments
	shall base on the proportion of shares held by each shareholder.	resolvedand adoptedbya majority vote at a meeting ofthe Board of directorsattended by
	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		two-thirds of the total number of directors and in addition thereto a report of such distribution shall be submitted to the shareholders’meeting.The distribution ratio shallbe basedon 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

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Article No.	Original Articles		Amended Articles	Reasons for Amendments
	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.		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.
Article 27	The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020.		The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020. The 1stamendment was made on May 31, 2022.	Added the latest amendment date.

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Attachment 6

ENNOSTAR Inc. Acquisition or Disposal Procedures of Asset Comparison Table for Amendments

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Article No. Ori inal Articles Amended Articles Reasons for Amendments
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Article No. Original Articles Amended Articles Reasons for Amendments

Article 3	Decision-making approaches on pricing and references 1. Securities Other than publicly quoted prices of securities that have an active market or where otherwise provide by regulations of the Financial Supervisory Commission (FSC), the ENNOSTAR Inc. (hereinafter referred to as “Company”) acquiring or disposing securities should receive the most recent audited CPA report/financial statement from the target company as the reference for evaluating trading price before the day of occurrence. Moreover, any trading exceeding 20% of the paid-in capital or above NT$300 million requires CPAs’ comment on the rationalityof trading	Decision-making approaches on pricing and references 1. Securities Other than publicly quoted prices of securities that have an active market or where otherwise provide by regulations of the Financial Supervisory Commission (FSC), the ENNOSTAR Inc. (hereinafter referred to as “Company”) acquiring or disposing securities should receive the most recent audited CPA report/financial statement from the target company as the reference for evaluating trading price before the day of occurrence. Moreover, any trading exceeding 20% of the paid-in capital or above NT$300 million requires CPAs’ comment on the rationalityof trading	To improve the quality of external expert’s opinions and to clarify the responsibility of external experts in accordance with the modification of the regulations.

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	2.	price before the day of occurrence. If it is necessary for the CPAs to adopt the professional report, the CPAs shall do so in accordance with the relevant auditing standard bulletin issued by the Republic of China Accounting Research and Development Foundation (hereinafter referred to as“Accounting Research and Development Foundation”). Real estate, equipment or right-of-use assets. Before the day of occurrence, any real estate, equipment or right-of-use assets acquired or disposed by the Company with trading value more than 20% of paid-in capital or above NT$300 million are required to obtain the quotation from professionals except trading with domestic government agency, outsourcing construction projects for self-owned/rented properties, or acquiring/disposing equipment/facilities or right-of-use	price before the day of occurrence. 2. Real estate, equipment or right-of-use assets. Before the day of occurrence, any real estate, equipment or right-of-use assets acquired or disposed by the Company with trading value more than 20% of paid-in capital or above NT$300 million are required to obtain the quotation from professionals except trading with domestic government agency, outsourcing construction projects for self-owned/rented properties, or acquiring/disposing equipment/facilities or right-of-use

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	assets for business use. And the following regulations must be followed: (1) Any transaction requiring a limited price, specific or special price as reference for any special reason should be submitted for reviews and approval in advance by the Board of Directors (the “BOD”); the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3) An appraisal report is required to state the following contents: A. All the items required by the Regulations on Real Estate Appraisal. B. Related items for the appraiser andprofessional.	assets for business use. And the following regulations must be followed: (1) Any transaction requiring a limited price, specific or special price as reference for any special reason should be submitted for reviews and approval in advance by the Board of Directors (the “BOD”); the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3) An appraisal report is required to state the following contents: A. All the items required by the Regulations on Real Estate Appraisal. B. Related items for the appraiser andprofessional.

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	(a) The name, total capital, organization structure and employment structure of the professional appraising company. (b) The appraiser’s name, age, education (with related evidence), the number of years working in appraisal and period, number of cases undertaken by the appraiser. (c) The relationship between the professional appraising company, the appraiser and outsourced company. (d) A statement of “No fraud or concealment in any statement of the appraisal report”. (e) The date of issuing the report. C. The basic profile of the appraised target should at least include the name, feature, location and area etc.	(a) The name, total capital, organization structure and employment structure of the professional appraising company. (b) The appraiser’s name, age, education (with related evidence), the number of years working in appraisal and period, number of cases undertaken by the appraiser. (c) The relationship between the professional appraising company, the appraiser and outsourced company. (d) A statement of “No fraud or concealment in any statement of the appraisal report”. (e) The date of issuing the report. C. The basic profile of the appraised target should at least include the name, feature, location and area etc.

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	D. An actual case compared with other real estate in the same area of the target. E. For cases with limited or specific price range, the appraiser should evaluate whether the current conditions are still consistent with such limitation. The appraiser is also required to state the rationales and reasonability of the difference between the target and normal price, and comment on whether the limited/specific price is rationale to be the basis for transaction price. F. If the target is a contract of joint construction, the reasonable proportion of both parties should be noted. G. Estimate the value-added tax for lands.	D. An actual case compared with other real estate in the same area of the target. E. For cases with limited or specific price range, the appraiser should evaluate whether the current conditions are still consistent with such limitation. The appraiser is also required to state the rationales and reasonability of the difference between the target and normal price, and comment on whether the limited/specific price is rationale to be the basis for transaction price. F. If the target is a contract of joint construction, the reasonable proportion of both parties should be noted. G. Estimate the value-added tax for lands.

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	H. When the same appraiser concludes a price with more than 20% difference of the same period, whether the appraiser complies with Article 41 of Real Estate Appraiser Act is required to be investigated. I. The attachments should include the details of the appraisal, registration information of ownership, a copy of situated area, a brief summary of urban renewal, the map of the target where it is located, the usage certificate of different sections of the land, the photos of the current status of the target. (4) Except for all of the evaluation results of acquired asset made by the professional appraisers are higher than the transaction amount or all of the evaluation results of disposed asset made bytheprofessional	H. When the same appraiser concludes a price with more than 20% difference of the same period, whether the appraiser complies with Article 41 of Real Estate Appraiser Act is required to be investigated. I. The attachments should include the details of the appraisal, registration information of ownership, a copy of situated area, a brief summary of urban renewal, the map of the target where it is located, the usage certificate of different sections of the land, the photos of the current status of the target. (4) Except for all of the evaluation results of acquired asset made by the professional appraisers are higher than the transaction amount or all of the evaluation results of disposed asset made bytheprofessional

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		appraisers are lower than the transaction amount. If a professional appraiser comes up with any of the following result, the Company should consult with CPAs and perform the appraisal in accordance with the provisions of Statement of Auditing Standards by Accounting Research and Development Foundation. The CPAs should issue definitive comments on the reasons of the difference and reasonability of the transaction price: A. The appraisal result has more than 20% difference from the actual transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.	appraisers are lower than the transaction amount. If a professional appraiser comes up with any of the following result, the Company should consult with CPAs andthe CPAs should issue definitive comments on the reasons of the difference and reasonability of the transaction price: A. The appraisal result has more than 20% difference from the actual transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.

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	(5) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. The “professional appraisers” refer to real estate appraiser, or other appraisers permitted by law to conduct appraising for real estate and equipment. 3. Membership certificates or intangible assets or right-of-use assets	3.	(5) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. The “professional appraisers” refer to real estate appraiser, or other appraisers permitted by law to conduct appraising for real estate and equipment. Membership certificates or intangible assets or right-of-use assets Before the day of occurrence of the event, any membership certificates, intangible assets or right-of-use assets acquired or disposed by the Company with trading value more than 20% of paid-in capital or above NT$300 million are required to obtain CPAs’opinion on

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	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. 5. Derivatives Comply with related regulations of Section 3 in “Acquisition or Disposal Procedures of Assets” by the Company. 6. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law.	4. 5. 6.	the reasonableness of trading price before the day of occurrence of the event. 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. Derivatives Comply with related regulations of Section 3 in “Acquisition or Disposal Procedures of Assets” by the Company. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law.

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	Any professional appraising company and their appraisers, any accountants, legal consults, or security underwriters that provide the Company with appraisal reports and any party to the transaction shall in comply with the following regulations: 1. No violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, falsification of documents or occupational crimes, been declared of more than one year imprisonment. However, this provision does not apply if3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. The counterparty should not be a related partyor apartywith a substantive	Any professional appraising company and their appraisers, any accountants, legal consults, or security underwriters that provide the Company with appraisal reports and any party to the transaction shall in comply with the following regulations: 1. No violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, falsification of documents or occupational crimes, been declared of more than one year imprisonment. However, this provision does not apply if3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. The counterparty should not be a related partyor apartywith a substantive

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	relationship. 3. If two or more appraisal report shall be obtained, the different professional valuers or appraisers may not be related to each other or have substantive relationships. When issuing the appraisal report or opinion, the personnel of the preceding paragraph shall comply with the following matters: 1. Professional ability, practical experience and independence should carefully assess before undertaking a case. 2. A case should be checked by appropriate operational procedures and should be properly planned and implemented to reach a conclusion for the basis of a report or opinion accordingly; the procedures, data collected and conclusions shall be carried out with details in the working paper of the case.		relationship. 3. If two or more appraisal report shall be obtained, the different professional valuers or appraisers may not be related to each other or have substantive relationships. When issuing the appraisal report or opinion, the personnel of the preceding paragraph shall comply withthe self- regulatory rules of their own industry associations andthe following matters: 1. Professional ability, practical experience and independence should carefully assess before undertaking a case. 2. A case should be executedby appropriate operational procedures and should be properly planned and implemented to reach a conclusion for the basis of a report or opinion accordingly; the procedures, data collected and conclusions shall be carried out with details in the working paper of the case.

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	3. The data source, parameters and information used shall be evaluated item by item for completeness, correctness and reasonableness as the basis for the issuance of appraisal reports or opinions. 4. The statement shall include the professionalism and independence of the relevant personnel, the information used for evaluation is reasonable and correct, and the relevant laws and regulations are followed. Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA’s comments.	3. The data source, parameters and information used shall be evaluated item by item for appropriateness and reasonableness as the basis for the issuance of appraisal reports or opinions. 4. The statement shall include the professionalism and independence of the relevant personnel, the information used for evaluation is appropriate and reasonable, and the relevant laws and regulations are followed. Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA’s comments.
Article 6	Procedure of promulgation and declaration The Company is liable to announce and declare on websites appointed by regulators in regulated format within 2 days after the occurrence of anyof the followingincident	Procedure of promulgation and declaration The Company is liable to announce and declare on websites appointed by regulators in regulated format within 2 days after the occurrence of anyof the followingincident	To relax disclosure of transaction in accordance with the modification of the regulations.

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	(hereinafter “the occurrence date”) when acquiring or disposing assets: 1. Obtain or dispose real estate or right-of- use assets from related parties; obtain or dispose the assets not aside from real estate or right-of-use assets with trading value of 20% of the Company’s paid-in capital or that of 10% of total asset or more than NT$300 million; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. 2. Merger, demerger, acquisition, or transfer of shares. 3. The loss incurred from derivatives transaction reaching the limits on aggregate losses or losses on individual contracts based on rules in the procedures adopted by the Company.	(hereinafter “the occurrence date”) when acquiring or disposing assets: 1. Obtain or dispose real estate or right-of- use assets from related parties; obtain or dispose the assets not aside from real estate or right-of-use assets with trading value of 20% of the Company’s paid-in capital or that of 10% of total asset or more than NT$300 million; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. 2. Merger, demerger, acquisition, or transfer of shares. 3. The loss incurred from derivatives transaction reaching the limits on aggregate losses or losses on individual contracts based on rules in the procedures adopted by the Company.

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	4. Acquire or dispose equipment or right-of- use assets which for business use and Trading partner is not related parties, transaction amount is to one of the following requirements: (1) The Company paid-in capital is less than NTD Ten (10) billion, the transaction amount is above NTD five hundred (500) million. (2) The Company paid-up capital is above NTD Ten (10) billion, the transaction amount is above NTD one (1) billion. 5. The Company acquires real estate via outsourcing construction on self-owned lands or outsourcing construction on leased lands, or joint construction and separate sales, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction is above NTD five-hundred (500) million.	4. Acquire or dispose equipment or right-of- use assets which for business use and Trading partner is not related parties, transaction amount is to one of the following requirements: (1) The Company paid-in capital is less than NTD Ten (10) billion, the transaction amount is above NTD five hundred (500) million. (2) The Company paid-up capital is above NTD Ten (10) billion, the transaction amount is above NTD one (1) billion. 5. The Company acquires real estate via outsourcing construction on self-owned lands or outsourcing construction on leased lands, or joint construction and separate sales, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction is above NTD five-hundred (500) million.

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	6. Other than the above 5 types of transactions or investment in the mainland China area, or any other cases worth more than 20% paid-in capital of the Company or NT$300 million, the following situations shall not be applicable: (1) Trading of domestic government bonds. (2) Trading of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. Each of the above-stated transaction value is calculated by any of the following formula: 1. Total of each individual transaction 2. The transaction total of the same person accumulated in one year from acquiring or disposingthe same type of targets	6. Other than the above 5 types of transactions or investment in the mainland China area, or any other cases worth more than 20% paid-in capital of the Company or NT$300 million, the following situations shall not be applicable: (1) Trading of domestic government bondsor foreign government bonds whose sovereign credit rating is not lower the one of our country. (2) Trading of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. Each of the above-stated transaction value is calculated by any of the following formula: 1. Total of each individual transaction 2. The transaction total of the same person accumulated in one year from acquiring or disposingthe same type of targets

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Article No. Ori inal Articles Amended Articles Reasons for Amendments g 3. The transaction total accumulated in one 3. The transaction total accumulated in one year from acquiring or disposing year from acquiring or disposing (cumulative acquisitions and disposals, (cumulative acquisitions and disposals, respectively) on the same project to respectively) on the same project to develop real estate or right-of-use assets. develop real estate or right-of-use assets. 4. The transaction total accumulated in one 4. The transaction total accumulated in one year from acquiring or disposing year from acquiring or disposing (cumulative acquisitions and disposals, (cumulative acquisitions and disposals, respectively) the same security. respectively) the same security. The above-stated “investment in the The above-stated “investment in the mainland China area” stated in first mainland China area” stated in first Paragraph of this Article refers to Paragraph of this Article refers to investments in the mainland China area investments in the mainland China area approved by the Ministry of Economic approved by the Ministry of Economic Affairs Investment Commission or Affairs Investment Commission or conducted in accordance with the provisions conducted in accordance with the provisions of the Regulations Governing Permission for of the Regulations Governing Permission for Investment or Technical Cooperation in the Investment or Technical Cooperation in the Mainland Area. Mainland Area. The above-stated “the occurrence date” The above-stated “the occurrence date” stated in first Paragraph of this Article, in stated in first Paragraph of this Article, in

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Article No. Ori inal Articles Amended Articles Reasons for Amendments g principle, refers to the contract signature date principle, refers to the contract signature date of transactions, payment date, engaged of transactions, payment date, engaged transaction date, transmission date, transaction date, transmission date, resolution date of the BOD, or the date resolution date of the BOD, or the date confirming other transaction counterparties confirming other transaction counterparties or transaction price, whichever occurs first. or transaction price, whichever occurs first. However, for the investments requiring However, for the investments requiring regulators’ approval, “the occurrence date” regulators’ approval, “the occurrence date” refers to any of the above dates or the date refers to any of the above dates or the date receiving regulator’s approval, whichever receiving regulator’s approval, whichever happens first. happens first. The “within one year” mentioned in The “within one year” mentioned in Paragraph B refers to the one year before “the Paragraph B refers to the one year before “the occurrence date”. The dates already occurrence date”. The dates already announced may be exempt from the announced may be exempt from the calculation. calculation. The Company should update the status of The Company should update the status of derivatives transaction of the Company, and derivatives transaction of the Company, and subsidiaries of non-listed companies in subsidiaries of non-listed companies in Taiwan as of last month end to website Taiwan as of last month end to website appointed by regulators in regulated format appointed by regulators in regulated format prior to 10[th] of every month. prior to 10[th] of every month.

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Article 12	When acquisition or disposal of real estate and right-of-use assets occurs between the Company and related parties or the transaction amount of trading the assets aside from real estate or right-of-use assets is reaches 20% or more of the Company’s paid- in capital, 10% or more of total asset, or more than NT$300 million, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. The Company should submit the following information to the BOD for approval and recognition by the supervisors to before signing the contract and paying the amount: 1. The purpose, necessity and estimated effectiveness of such acquisition or disposal of assets. 2. The reason(s) of choosing this related party for such transaction.	When acquisition or disposal of real estate and right-of-use assets occurs between the Company and related parties or the transaction amount of trading the assets aside from real estate or right-of-use assets is reaches 20% or more of the Company’s paid- in capital, 10% or more of total asset, or more than NT$300 million, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. The Company should submit the following information to the BOD for approval and recognition by the supervisors to before signing the contract and paying the amount: 1. The purpose, necessity and estimated effectiveness of such acquisition or disposal of assets. 2. The reason(s) of choosing this related party for such transaction.	To enhance the management of related party transaction in accordance with the modification of the regulations.

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		3. Acquiring real estate or right-of-use assets from related parties, related data on evaluating the estimated transaction conditions based on Article 13 and 14. 4. The original acquisition date and price of the related party, the relationship between the counterparty and its company and related party etc. 5. An estimate table of cash revenue/expenditure for the following 12 months after the estimate contract date, and evaluation on the necessity of the transaction and reasonability of capital utilization. 6. The appraisal report made by the professional appraiser or CPA’s comments as stated in the previous paragraph. 7. The limitations of this transaction and other important agreements. The trading amount should be calculated in accordance with paragraph 2 of Act. 6. The “within one year”mentioned refers to the	3. Acquiring real estate or right-of-use assets from related parties, related data on evaluating the estimated transaction conditions based on Article 13 and 14. 4. The original acquisition date and price of the related party, the relationship between the counterparty and its company and related party etc. 5. An estimate table of cash revenue/expenditure for the following 12 months after the estimate contract date, and evaluation on the necessity of the transaction and reasonability of capital utilization. 6. The appraisal report made by the professional appraiser or CPA’s comments as stated in the previous paragraph. 7. The limitations of this transaction and other important agreements.

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		one year before“the occurrence date”. The dates already submitted and approved by the board of directors may be exempt from the calculation. If the Company and its subsidiaries or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital engaged in the following transactions with each other is under NTD1,000 million, the chairman is authorized to determine the execution and then submitted to the board meeting to have it approved. 1. Obtain or dispose of equipment for business use or its right-of-use assets. 2. Acquiring or disposing of the real estate right-of-use assets for business use. When the Company has independent director in place, the Company should consider each independent director’s comment when submitting any application of acquiring and disposing assets to the BOD for discussion. In case of anyobjection or	If the Company and its subsidiaries or subsidiaries that directly or indirectly hold 100% of the issued shares or total capital engaged in the following transactions with each other is under NTD1,000 million, the chairman is authorized to determine the execution and then submitted to the board meeting to have it approved. 1. Obtain or dispose of equipment for business use or its right-of-use assets. 2. Acquiring or disposing of the real estate right-of-use assets for business use. When the Company has independent director in place, the Company should consider each independent director’s comment when submitting any application of acquiring and disposing assets to the BOD for discussion. In case of anyobjection or

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	comment to put hold of the application, the meeting notes of the BOD should be noted. When the Company has formulated the Audit Committee, any matters requiring supervisors’ recognition per Paragraph 1 should receive approval from 50% members of the Audit Committee and submit to the BOD for approval. The afore-stated cases should obtain concurrence of 2/3 members from the BOD’ directors if they do not receive the approval from 50% members in Audit Committee. And this situation, along with the resolution of Audit Committee, should be noted in meeting notes. The afore-stated “Audit Committee members” and afore-stated “all directors” refer to those who are currently performing their duties.	comment to put hold of the application, the meeting notes of the BOD should be noted. When the Company has formulated the Audit Committee, any matters requiring supervisors’ recognition per Paragraph 1 should receive approval from 50% members of the Audit Committee and submit to the BOD for approval. The afore-stated cases should obtain concurrence of 2/3 members from the BOD’ directors if they do not receive the approval from 50% members in Audit Committee. And this situation, along with the resolution of Audit Committee, should be noted in meeting notes. The afore-stated “Audit Committee members” and afore-stated “all directors” refer to those who are currently performing their duties.

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			If the Company or the Company’s subsidiary whose shares have not been domestic publicly issued has any transaction related to the first item described whose amount reaches 10 percent or more of the Company’s total asset, the Company should submit the relevant information to the shareholders meeting and gain the approval before entering into a transaction contract and making any payment. However, this restriction shall not apply to the transaction within the Company, the subsidiaries or its subsidiaries. The calculation for the transaction amount of the first item and aforementioned item shall abide by the paragraph 2 of Article 6.“Within the preceding year”refers to the year preceding the date of occurrence of the current transaction. Items duly submitted to shareholders meeting, approved by the Board of Directors and recognized by the supervisors need not be counted toward the transaction amount.

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Attachment 7

AU Optronics Corp. Top 10 Shareholders

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Base date: 2021/6/28
Relationship
Holding
Shareholder's Name with the
(%)
Company
Qisda Corporation 6.90% None.
Trust Holding for Employees of AU Optronics 4.88% None.
Cor .
p
Quanta Computer Inc. 4.61% None.
ADR of AU Optronics Corp. 2.63% None.
Yuanta Taiwan Dividend Plus ETF 1.4% None.
Vanguard Emerging Markets Stock Index Fund, A 1.05% None.
Series of Vanguard International Equity Index
Funds
New Labor Pension Fund 0.91% None.
Vanguard Total International Stock Index Fund, A 0.79% None.
series of Van uard Star Funds
g
Goldman Sachs International 0.77% None.
Fubon Life Insurance Co., Ltd 0.62% None.
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Source: AU Optronics Corp. website

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Innolux Corporation Top 10 Shareholders

	Base date: 2021/4/26 Holding (%) Relationship with the Company 2.89% None. 2.59% None. 1.68% None. 1.41% None. 1.32% None. 1.22% None. 1.16% None. 1.14% None. 1.14% None. 1.14% None.	Base date: 2021/4/26 Holding (%) Relationship with the Company 2.89% None. 2.59% None. 1.68% None. 1.41% None. 1.32% None. 1.22% None. 1.16% None. 1.14% None. 1.14% None. 1.14% None.
Shareholder's Name	Holding (%)	Relationship with the Company
New Labor Pension Fund	2.89%	None.
Chimei Corporation	2.59%	None.
Hyield Venture Capital Co.,Ltd.	1.68%	None.
Hon Hai Precision Ind. Co.,Ltd.	1.41%	None.
TerryGuo	1.32%	None.
Foxconn TechnologyCo.,Ltd.	1.22%	None.
Hua Zhu Investment Co.,Ltd.	1.16%	None.
Labor Pension Fund	1.14%	None.
UBS Europe SE	1.14%	None.
Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds	1.14%	None.

Source: Innolux Corporation website

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Attachment 8

ENNOSTAR Inc.

Opinion on the Necessity and Rationality of the Rights Issue of Ordinary Shares through Private Placement in 2022

Client of the opinion: ENNOSTAR Inc. Recipient of the opinion: ENNOSTAR Inc.

Purpose of the opinion: Only to be used by ENNOSTAR Inc. for the rights issue of ordinary shares through private placement in 2022

Report type: Opinion on the necessity and rationality of the rights issue of ordinary shares through private placement

Appraiser: KGI Securities Co., Ltd.

Representative: Dao-Yi Hsu

(The content of this opinion is only used as a reference for the rights issue of ordinary shares by ENNOSTAR Inc. through private placement in 2022, and shall not be used for other purposes. This opinion is based on the financial information provided by ENNOSTAR Inc. and the information announced on the Market Observation Post System. We hereby declare that this opinion letter does not assume any legal responsibility for the future changes in the Company's plan for the rights issue of ordinary shares through private placement, or any other circumstances that may lead to changes in the content of this opinion letter.)

March 28, 2022

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I. Foreword

ENNOSTAR Inc. (hereinafter referred to as “Ennostar” or the “Company”) plans to handle a rights issue of ordinary shares through private placement in 2022 (hereinafter referred to as the "private placement") in accordance with Article 43-6 of the Securities and Exchange Act in order to meet the capital needs of developing the next-generation display technology and improve the Company's operational competitiveness while taking into consideration the timeliness and convenience of fund raising. The Company plans to handle this private placement by resolution of the board meeting on March 28, 2022; the maximum number of ordinary shares to be issued is 70,000 thousand shares, at a private placement price of no less than 90% of the reference price. At the same time, the offeree selection method and purpose, necessity and expected benefits will be discussed, and the case is expected to be completed in one go within one year from the date of the resolution of the general shareholders’ meeting, The private placement can be formally handled only after the resolution of the general shareholders’ meeting on May 31, 2022. In accordance with the relevant regulations such as "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" and "Questions and Answers on the Securities Private Placement System", the board meeting shall decide to contact the securities underwriter to issue an evaluation opinion on the necessity and rationality of the private placement if there will be significant changes in the management right within the year before the private placement or after the introduction of strategic investors, which will lead to significant changes in the management right. The offerees of this private placement of the Company are insiders and strategic investors, and there will be no significant change in the management right within one year from the completion and delivery of the private-placement ordinary shares. However, the management right has changed significantly within one year before the resolution of the board meeting of the Company for the private placement, so the securities underwriter is appointed to issue an evaluation opinion on the necessity and rationality of this private placement in accordance with the regulations.

We hereby declare that the content of this opinion is only used as a reference for the resolution of the Company's board meeting on March 28, 2022 and the general shareholders’ meeting on May 31, 2022 regarding this private placement, and shall not be used for any other purposes. The content of this opinion is based on the information provided by ENNOSTAR Inc. and the information announced on the Market Observation Post System; this opinion letter does not assume any legal responsibility for the future changes in the Company's plan for the rights issue of ordinary shares through private placement, or any other circumstances that may lead to changes in the content of this opinion letter.

II. Company overview

The Company was formed on January 6, 2021 by the two major LED groups in Taiwan, Epistar Corporation and Lextar Corporation, through share exchange. After its establishment, the two sides carried out resource integration and implemented professional division of labor. Epistar focused on the upstream and midstream, and Lextar became one of the important customers of Epistar, while Lextar focused on the downstream, and Epistar became one of the important suppliers of Lextar. The Company focuses on the development blueprint and resource utilization of products and technologies to accelerate the transformation of R&D into mass production and avoid repeated investment, in order to reduce costs, maximize benefits, and become a transnational investment platform for the compound semiconductor industry.

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Ennostar Group focuses on the technical R&D and manufacturing of compound semiconductors, and accelerates the expansion of the application of mini/micro LEDs. The products of the Group cover Epitaxy, chips, packaging and modules, and can provide customized services and solutions for customer supply chain integration. The application scope of the Group’s products covers displays, professional lighting, vehicles, sensing, 5G communication and power devices.

III. Contents of the private placement plan

In order to meet the capital demand for the development of the next-generation display technology, the Company plans to issue 70,000 shares of ordinary shares for this private placement, which will be issued in one go within one year from the date of the resolution of the general shareholders’ meeting based on the actual time point of the Company's capital demand. The offerees of this private placement are tentatively determined to be AU Optronics Corp. (hereinafter referred to as AUO) and Innolux Corporation (hereinafter referred to as Innolux), and the basis for the subscription price of this private placement is the higher of "the simple arithmetic average of the closing price of ordinary shares 1, 3 or 5 business days before the pricing date, minus bonus shares and stock and cash dividends, and adding the stock price after capital reduction and before ex-dividend" and "the simple arithmetic average of the closing price of ordinary shares 30 business days before the pricing date, minus bonus shares and stock and cash dividends, and adding the stock price after capital reduction and before exdividend" which shall be taken as the reference price of this private placement. The actual subscription price shall not be lower than 90% of the reference price.

IV. Explanation on the necessity of the private placement of ordinary shares

Due to the excellent display function, self-illumination, low energy consumption, long product life and no branding, micro LEDs are regarded as the trend of the next generation of display technology in the industry. However, at this stage, the mass production cost of micro LEDs is still very high, and a breakthrough in the process technology and yield are required to reduce the cost in order to achieve the goal of popularization in the consumer market. In order to accelerate the achievement of this goal, reduction of production costs and the massive transfer technology of micro LED chips integrated with high-level LCD backplanes are the primary difficulties to be overcome. The Company plans to build a 6-inch wafer factory dedicated to micro LEDs (including the nitride process used for blue and green light products and the quaternary process used for red light products), which can increase the number of wafers per unit area by 25% compared with 4-inch wafers, and reduce production costs through the benefits brought by the improvement of wafer substrate size. In addition, the Company cooperates with the strategic partner AUO to seek a breakthrough in the chip and panel integration technology, so as to obtain the first mover advantage in the next generation of display technology. The Company also relies on the complete layout of strategic partners AUO and Innolux in display products to obtain a broad and stable export to strengthen the competitiveness of the Company. In order to meet the capital expenditure for the construction of plant and Epitaxy and chip processing equipment, if the strategic partners buy the equity of the Company in the market, the funds spent will flow into the hands of the original shareholders, which cannot alleviate the capital demand of the Company due to capital expenditure. Therefore, buying in the market is not adopted for the strategic cooperation to increase the shareholding ratio of the Company.

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For this strategic cooperation, rights issue of ordinary shares through private placement is adopted instead of public offering. The main reason is that if public offering is adopted, shares need to be reserved for the Company's employees’ subscription and public subscription in accordance with Article 267 of the Company Act and Article 28-1 of the Securities and Exchange Act. The remaining shares are for the subscription of the original shareholders according to the shareholding ratio recorded in the shareholder register on the book-close date for share subscription. AUO held 26,319 thousand shares of the Company by the end of February 2022; plus the 20,686 thousand shares and 16,413 thousand shares of the Company held by Ronly Venture Corp. and Konly Venture Corp. which are 100% reinvestment of AUO, the AUO Group totally holds 63,418 thousand shares of the Company, with a shareholding ratio of 9.26%. At the end of February 2022, Innolux held 954 thousand shares of the Company through its 100% reinvestment InnoJoy Investment Corporation, with a shareholding ratio of 0.14%. If the subscription reaches 10% of the shares issued, in addition to the need to increase the number of shares to be issued for the rights issue which will expand the share capital excessively, the original shareholders need to give up the subscription in order to allow the strategic partners to subscribe as specific parties, and the uncertainty of whether they can obtain a sufficient quota will be greatly increased. In addition, this strategic cooperation will jointly develop the next generation of display technology. The role of the Company is to take charge of the production of Epitaxy and chips in the upstream of the micro LED industry chain, while AUO, with its years of experience and technology in the display industry, is expected to have a deeper understanding of chip and panel design to accelerate the integration of chips and panels in the future. With the advantages of complete product lines and channels of the strategic partners, the strategic cooperation provides a broad access for products. Through the upstream and downstream integration of the industrial chain, it is hoped to realize the mass production of micro LEDs in 2025. Compared with public offering, considering the technical difficulty, research and development time and urgency of capital demand, private placement of ordinary shares has the advantages of rapid and simple capital raising, and the fact that privately placed ordinary shares are non-transferable within three years will also ensure the long-term cooperative relationship between the Company and the offerees as well as the confidentiality of technical patents.

To sum up, in response to the funds required by the Company to develop the next generation of display technology, the strategic partners do not increase the shareholding ratio in the Company by buying in the market. At the same time, based on the feasibility of achieving the subscription quota by the strategic partners, the degree of the Company's share capital expansion, the timeliness of rapid and simple fund raising, the stability of long-term cooperative relationship and the confidentiality of technical patents, it is necessary to issue ordinary rights shares through private placement for this strategic cooperation.

V. Evaluation of the rationality of the price setting of the private placement

The specific parties as the offerees in this private placement of the Company are AUO and Innolux. AUO is a director of the Company and has the insider status. In accordance with item 1, subparagraph 2, paragraph 1, Article 4 of the "Directions for Public Companies Conducting Private Placements of Securities", if the offeree is an insider or related party of the Company, the price of each share of the private-placement ordinary shares shall not be less than 80% of the reference price (the higher of the following two benchmark prices).

(I) The simple arithmetic average of the closing price of ordinary shares one, three or five

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business days before the pricing date, minus bonus shares and stock and cash dividends, and adding the stock price after capital reduction and before ex-dividend.

(II) The simple arithmetic average of the closing price of ordinary shares 30 business days before the pricing date, minus bonus shares and stock and cash dividends, and adding the stock price after capital reduction and before ex-dividend.

Considering the shareholders' equity and capital demand, the private placement subscription price is tentatively set at 90% of the reference price. For the actual issuance price, a proposal will be submitted to the shareholders' meeting to authorize the board meeting to set it in accordance with the laws and regulations and within the range and percentage determined by the shareholders' meeting, with reference to the current market and Company conditions.

The price of this private placement is higher than the minimum private placement price set by the competent authorities for private placements aiming at introducing insiders (not lower than 80% of the reference price). Considering that there are strict restrictions on the Company’s future prospects and the timing, targets and quantity of private placement securities, as well as factors such as no further public offering within three years and poor liquidity, the price of this private placement should be reasonable and not have a significant impact on the rights and interests of the Company's shareholders.

VI. Selection of offerees and assessment of feasibility and necessity

Since 2008, with the breakthrough in chip technology, the penetration rate of LEDs in backlight and lighting applications has gradually increased, and the demand has increased significantly. However, the industry suffered from an oversupply due to the impact from the irrational subsidy policy of the Chinese government to support local manufacturers in mainland China and expand the production capacity, and manufacturers also suffered from a price-cutting competition. At the same time, the new OLED display technology came out in 2010. With its advantages of self-luminescence, fast response, wide angle, high chroma, thinness and power saving, it gradually expanded its proportion in mobile phone, tablet and notebook applications. However, as the investment in OLEDs was relatively high, Taiwanese manufacturers did not focus on the technology, thus making Taiwan's LCD industry face the threat of new technologies and a new round of market competition, which also affected the subsequent growth of LED backlight products.

In order to respond to the pressure from the red supply chain and OLEDs, in 2020, AUO integrated the Company’s advanced mini LED backlight technology and launched products for high-end business, gaming laptops and monitors. In the following year, iPad and MacBook equipped with mini LEDs were launched, and the Company become the first supplier of the benchmark customer. With the miniaturization of the chip size, the technical thresholds and quality requirements of products have increased, and the backlight technology of mini LEDs has gradually become the Company's competitive niche that widens the gap with its competitors.

The fund from the Company's private placement case will be used for the construction of a dedicated 6-inch wafer fab for micro LEDs (including the nitride process used in blue and green light products and the quaternary process used in red light products), and the purchase of Epitaxy process and chip process related equipment. The selection of specific parties is mainly based on the fact that the offerees already have a certain degree of understanding of

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the Company's operation and will directly benefit the Company's long-term development and competition; their participation in the private placement should be able to successfully inject capital into the Company's operation in the short term and strengthen the Company's management and competitiveness. The offerees shall be selected from those meeting the requirements of the Securities and Exchange Act. According to the assessment results, both AUO and Innolux are the leading manufacturers of LCDs in the mid-to-downstream of Taiwan's optoelectronics industry and have a good understanding of the Company’s industry, business, finance and overall operation mode. In addition, the Company already has cooperation experience with AUO on mini LEDs, and chip miniaturization and technical level improvement have become the moat for the Company to compete with its competitors. At the same time, the R&D teams of the two parties are committed to cooperating in the development of micro LEDs for the next-generation display technology. Although the products have not yet been mass-produced and only micro LED demonstration products were introduced at the Touch Taiwan 2021 exhibition, in the future, both parties will start from micro LED chips and highend LCD backpanel design, and seek breakthroughs in mass transfer technology. In terms of terminal sales, AUO has a complete product line of large, medium and small size panels, and ranks among the top three in the world in the shipment of notebook computer panels, desktop display panels, automotive panels and next-generation high-end 8K TV panels. Innolux, on the other hand, relies on its resources from Hon Hai Group and ranks among the top five in the world in the panel cargo area and the market shares of LCD screens, TVs, notebook computers, tablet computers, smart phones and automotive panes. The complete layout of strategic partners in display products can provides a large and stable outlet of terminal products. Through this strategic alliance, combined with the existing LCD and LED foundation and technological advantages and the integration of upstream and downstream of the industry chain, it is expected to improve the Company's technical level and obtain a stable outlet, leading Taiwan's display industry to shine in the application of next-generation display technology, obtain the first mover advantage and the right to speak on the pricing of new products, and break away from the vicious circle of price-cutting competition.

To sum up, through this strategic cooperation and capital injection, the Company can build a dedicated production line for micro LEDs, seek breakthroughs in mass transfer technology, obtain a stable outlet, and expand its technological leading edge. In terms of shareholders' rights and interests, the selection of offerees in this private placement case is legal, and has its feasibility and necessity.

VII. Impact of the private placement on the Company's business, finance and shareholders' equity

(I) Impact on the Company's business

In the past, the industry suffered from an oversupply due to the impact from the irrational subsidy policy of the Chinese government to support local manufacturers in mainland China and expand the production capacity, and manufacturers also suffered from a price-cutting competition. At the same time, the new OLED display technology made Taiwan's LCD industry face the threat of new technologies and a new round of market competition. This private placement case is to develop micro LEDs for the next generation display technology, with the consideration of integrating the existing LCD and LED foundation, technical advantages and the upstream and downstream of the industry chain, which are expected to improve the Company's technical level and obtain a stable outlet, thus leading Taiwan's display industry to

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shine in the application of next-generation display technology, gain the first-mover advantage and the right to speak on new product pricing, and break away from the vicious circle of pricecutting competition. These can help improve the Company’s overall operating performance, thereby increasing the Company's revenue and profit, and should have positive benefits to the Company's business.

(II) Impact on the company's finance

The Company plans to issue no more than 70,000 thousand shares of ordinary shares for this private placement, at a private placement price of no less than 90% of the reference price. The funds raised will be used for the construction of a dedicated 6-inch wafer fab for micro LEDs (including the nitride process used in blue and green light products and the quaternary process used in red light products), and the purchase of Epitaxy process and chip process related equipment. Considering the large capital expenditure required for this factory expansion, if the Company relies too much on financial institutions, it will be easily affected by credit limit restrictions and financial tightening policies, which will increase the interest burden and weaken the Company's ability to adapt to changes in the industry. Therefore, the immediate and effective injection of funds from this private placement will improve the Company's capital ratio, reduce the dependence on bank loans, strengthen the Company's financial structure and reserve space for future fund scheduling; all these will have positive benefits for the Company's overall financial situation.

(III) Impact on the rights and interests of the Company's shareholders

The Company's private placement case is based on a private placement price not lower than 90% of the reference price, which is still higher than the face value of NT$10 per share and the net value per share at the end of 2021. In addition to capital injection from strategic partners to meet the funding requirement for factory expansion, the Company already has cooperation experience with AUO on mini LEDs. Through the joint efforts of the R&D teams of both parties, the realization of the mass transfer technology that integrates micro LED chips and high-end LCD backpanels will be accelerated. In terms of terminal sales, the complete layout of AUO and Innolux in display products provides a large and stable outlet for terminal products, and the regulation that private ordinary shares cannot be freely transferred within three years can ensure the confidentiality of the Company's technology patents and operational stability. Therefore, the private placement case should have a positive impact on the rights and interests of the Company's shareholders.

VIII. Summary

Considering the Company’s capital need for the development of micro LEDs for the nextgeneration display technology, if the strategic partners buy the equity of the Company in the market, it will not alleviate the capital demand of the Company for the construction of a dedicated production line for micro LEDs. A capital increase by public offering will expand the share capital excessively, and will increase the uncertainty of the completion of fund raising. In order to enable the Company to successfully raise the funds needed for operation in a short period of time, the offerees for this private placement are the insider and related party AUO and the strategic investor Innolux. In addition to meeting the capital needs for plant expansion through strategic partner funding, the Company and AUO have already cooperated in the mini LED field. Through the joint efforts of the R&D teams of both parties, the realization of the mass transfer technology that integrates micro LED chips and high-end LCD backpanels will be

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accelerated. In terms of terminal sales, the complete layout of AUO and Innolux in display products provides a large and stable outlet for terminal products, and the regulation that private ordinary shares cannot be freely transferred within three years can ensure the confidentiality of the Company's technology patents and operational stability, which is beneficial to the rights and interests of the Company's shareholders. In addition, the price of this private placement will not be lower than 90% of the reference price, which is in compliance with laws and regulations and should not have a significant adverse impact on the Company's business, finance, shareholders' rights and interests. To sum up, considering the feasibility, timeliness and issuance cost of fund raising and the financial and operational status of the Company, this private placement case should be necessary and reasonable.

We as the securities underwriter believe that the Company's proposed private placement is necessary and reasonable in accordance with relevant regulations such as the “Directions for Public Companies Conducting Private Placements of Securities”.

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Attachment 9

ENNOSTAR Inc.

List of the directors released from non-competition restrictions

==> picture [746 x 356] intentionally omitted <==

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

Place of
Name Positions in Other Companies Main Business
establishment
The Director of GCS Holdings, Inc. Compound Foundry for GaAs/InP/GaN British Virgin
Biing-Jye Lee
(Expected to be elected on 2022/5/20) & SiC RF and Optoelectronics Islands
The director of WELLYHERTZ Electronics
Feng Cheng (David) Su Electronic component manufacturing Taiwan ROC
Cor .
p
The Chairman of WellyWave Semiconductors Electronic component manufacturing Taiwan ROC
Inc.
The director of LEADSTAR Micro-Crystal R&D, production and sales of LED
China; Jiangsu
Display Corporation (JiangSu) Ltd. packages, modules and related application
roducts
p
AU Optronics Corp. The director of AUO Care Inc. Intelligent health care services Taiwan ROC
The director of SINTRONES Technolo Cor . In-vehicle com utin s stem roducts Taiwan ROC
gy p p g y p
AU Optronics Corp. The director of AUO Digitech (CAYMAN)
Holding Company Cayman
Representative: Limited
Shuang-Lang (Paul) The director of AUO Digitech Holding Limited Holding Company Cayman
Peng
The director of AUO Digitech Pte. Ltd. Holding Company Singapore
The Chairman of AUO Digitech (Suzhou) Co., Business management consulting and
China; Jiangsu
Ltd. services of technology promotion and
a lication
pp
Wilson Wang The independent director of Feature Integration Computer IC Products Taiwan ROC
Technology Inc.
----- End of picture text -----

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AI assistant

ENNOSTAR — AGM Information 2022

52376_rns_2022-06-07_6161417f-3f71-45cf-b82d-bfc9f369a2b2.pdf

ENNOSTAR Inc.

2022 Annual General Shareholders’ Meeting MINUTES (Translation)

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. Reported matters

Explanation:

2. Audit committee's report of 2021 audited financial report. (proposed by the Board) Explanation:

4. To report 2021 earnings distribution. (proposed by the Board) Explanation:

IV. Acknowledged matters

1. 2021 Business Report and Financial Statements. (proposed by the Board) Explanation:

Voting Results:

Resolution:

2. 2021 earnings distribution. (proposed by the Board) Explanation:

Voting Results:

Resolution:

V. Matters for Discussion

Explanation:

Voting Results:

Resolution:

2. To amend "Acquisition or Disposal Procedures of Asset". (proposed by the Board) Explanation:

Voting Results:

Resolution:

3. To conduct the private placement of common shares through cash capital increase. ("Private Placement Shares"). (proposed by the Board) Explanation:

Voting Results:

Resolution:

Explanation:

Voting Results:

Resolution:

VI. Extemporary Motions : None.

Attachment 1

ENNOSTAR Inc. 2021 Business Report

Insight into Future Needs, Continue to Innovate, and Become the Best Investment Platform of Compound Semiconductor

1. Display:

2. Automotive:

Give Play to the Key Influence of the Enterprise, Embed ESG into the DNA of the Group and Jointly Create the Power for "Happy Life" With ESG

Attachment 2

Audit Committee’s Review Report

Attachment 3

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Key audit matters

Assessment of business combination

Description

How our audit addressed the matter

Evaluation of Inventories

Description

How our audit addressed the matter

Emphasis of matter

Other matter – Audit by Other Independent Auditors

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditor’s responsibilities for the audit of the consolidated financial statements

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Key audit matters

Assessment of business combination

Description

How our audit addressed the matter

Investments accounted for using the equity method-evaluation of inventories

Description

How our audit addressed the matter

Other matter – Audit by Other Independent Auditors

Responsibilities of management and those charged with governance for the parent company only financial statements

Auditor’s responsibilities for the audit of the parent company only financial statements

ENNOSTAR AGM Information 2022