ENNOSTAR - AGM Information 2023 | FinancialReports.eu

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ENNOSTAR Inc.

TWSE：3714

2023 Annual General Shareholders’ Meeting

Meeting Agenda

【Translation】

Meeting Time: 9:00 a.m. on Wednesday, May 31, 2023

Place: Conference Room 101, Association of Industries in Hsinchu Science Park

(No.2, Zhanye 1st Rd., Hsinchu City, Taiwan)

[Method of holding shareholders' meeting: entity shareholders' meeting]

Please find 2023 Annual General Shareholders’ Meeting Agenda on the following websites:

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

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

Table of Contents	Table of Contents
Meeting Procedure……….........................……………………………………………………………..............		1
Meeting Agenda……………….......................…………………………………………………………….............		2
1. Reported matters……………………………………………………………………………………..............		3
2. Acknowledged matters…………………………………………………………................................		5
3. Election matters.......................…………………………………………………………….................		6
4. Matters for Discussion………………………………………………………....................................		7
5. Extemporary Motions………………………………………………………………………....................		7
6. Adjournment……………………………………………………………………………………………………….		7
Attachments
Attachment 1:	2022 Business Report………………………………………………………………………	8
Attachment 2:	Audit Committee’s Review Report…………………………………………………..	12
Attachment 3:	Communication between members of the Audit Committee and the
	head of internal audit……………………………………………………………………..	13
Attachment 4:	2022 the private placement resolved by the annual general
	shareholders meeting……………………………………………………………………..	14
Attachment 5:	2022 Report of Independent Accountants and Financial Statements	17
Attachment 6:	2022 Profit Distribution Table………………………………………………………….	39
Attachment 7:	List of Director (Including independent Director) Candidates………….	40
Attachment 8:	Amendments to the Procedures for Endorsements and Guarantees..	44
Attachment 9:	List of releasing the newly elected directors (including independent
	directors) from non-competition restrictions………………………………….	45
Appendixes
Appendix 1:	Articles of Incorporation…………………………………………………………………	51
Appendix 2:	Rules for the Procedures of the Shareholders’ Meeting.....................	57
Appendix 3:	Rules for Elections of Directors and Supervisors.................................	61
Appendix 4:	The Impact of Stock Dividend Issuance on Business Performance,
	EPS, and Shareholder Return Rate…………………………………………………..	63
Appendix 5:	Current Shareholding of Directors…………….……………………………………	64

ENNOSTAR Inc.

Procedures for the 2023 Annual General Shareholders’ Meeting

1 . Call the Meeting to Order
2 . Chairman’s Address
3 . Reported matters
4 . Acknowledged matters
5 . Election matters
6 . Matters for Discussion
7 . Extemporary Motions
8 . Adjournment

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ENNOSTAR Inc.

Agenda of the 2023 Annual General Shareholders’ Meeting

[Method of holding shareholders' meeting: entity shareholders' meeting]

I. Time: 9:00 a.m. on Wednesday, May 31, 2023
II. Place: Conference Room 101, Association of Industries in Hsinchu Science

Park (No.2, Zhanye 1st Rd., Hsinchu City, Taiwan)

III. Call the Meeting to Order

IV. Chairman’s Address

V. Meeting Items

Reported matters
(1) The 2022 Business Report.
(2) Audit Committee's report of 2022 audited financial report and the communication between independent directors and internal audit officer.
(3) To report 2022 employees' profit sharing and directors' compensation.
(4) To report 2022 earnings distribution.
(5) To report on the implementation status of the cash capital increase in private placement of common shares adopted by the 2022 Annual General Shareholders' Meeting.
Acknowledged matters
(1) 2022 Business Report and Financial Statements.
(2) 2022 earnings distribution
Election matters
(1) To elect 9 directors of the 2nd term of the Board of Directors. (including 5 independent directors)
Matters for Discussion
(1) To amend "Procedures for Endorsements and Guarantees".
(2) To release the directors from non-competition restrictions.

5. Extemporary Motions

6. Adjournment

The Chairman may rule to vote on the case or to vote on the whole or part of the proposal before the extemporary motion proceeds.

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Reported matters

1. The 2022 Business Report. (proposed by the Board)

Explanation:

The 2022 Business Report is attached hereto as Attachment 1 (page 8~11).

2. Audit Committee's report of 2022 audited financial report and the communication between independent directors and internal audit officer. (proposed by the Board)

Explanation:

The Audit Committee’s Review Report and the communication between independent directors and internal audit officer are attached hereto as Attachment 2 (page 12) and Attachment 3 (page 13).

3. To report 2022 employees' profit sharing and directors' compensation. (proposed by the Board)

Explanation:

(1) Considering the profit of FY2022 was not as expected and the cash dividends will not be allocated, the director’s compensation for FY2022 will be 0% to NTD (the same as below) 0. The difference between the booked numbers and the proposed distribution will be categorized to the profit and loss account of FY2023.
(2) Pursuant to article 24 of the Articles of Incorporation of the Company and the resolution of the Board on Feb.24, 2022, the employee compensation is NTD3,952,034 which is equal to 5% of the earnings and will be distributed by cash, the booked number is the same as the proposed distribution.

4. To report 2022 earnings distribution. (proposed by the Board)

Explanation:

(1) The Board of Directors is authorized by the Articles of Incorporation to approve cash dividends and a report of such distribution shall be submitted to the shareholders’ meeting.

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(2) Considering the current uncertainty of the global macroeconomic and the funding needs of essential capital expenditures in the future, it is proposed not to allocate cash dividends to shareholders.

5. To report on the implementation status of the cash capital increase in private placement of common shares adopted by the 2022 Annual General Shareholders' Meeting. (proposed by the Board)

Explanation:

(1) The annual general meeting of shareholders resolved to increase capital by issuing 70 million common shares for private placement, the specific subscriber of securities is AUO Corporation and Innolux Corporation, and the subscribing price (NTD51.82/share) is 90% of the reference price, the procedure has completed on July 8, 2022.
(2) Please refer to attachment 4 (page 14~16) for related information.

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Acknowledged matters

1. 2022 Business Report and Financial Statements. (proposed by the Board)

Explanation:

(1) The 2022 Business Report and Financial Statements were approved by the Board of Directors’ Meeting on February 23, 2023 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 8~11) and Attachment 5 (page 17~38).

Resolution:

2. 2022 earnings distribution. (proposed by the Board)

Explanation:

(1) The Company’s net profit of 2022 was NTD 38,023,691, it is proposed not to conduct cash dividends after taking into consideration on accounting adjustments and the current uncertainty of the global macroeconomic as well as the funding needs of essential capital expenditures in the future.
(2) The Profit Distribution Table is attached hereto as Attachment 6 (page 39).

Resolution:

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Election matters

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

Explanation:

(1) The first term of the Directors will be expired on August 8,2023 and the second term of the Directors will be elected in the annual general shareholders meeting. There are 9 directors shall be elected, including 5 independent directors. The second term of the directors is three (3) years from May 31, 2023 (take office after the annual general shareholders meeting closed) to May 30, 2026, the audit committee will be formed by all independent directors, the directors of the first term will be dismissed when the directors of the second term take office.
(2) The company adopts a candidate nomination system for the election of directors. Shareholders should select directors from the list of candidates, please refer to Attachment 7 (page 40~43) for the personal information of candidates for directors.

Voting Results:

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Matters for Discussion

1. To amend "Procedures for Endorsements and Guarantees". (proposed by the Board)

Explanation:

(1) Correction reason:

Pursuant to the “Q&A on Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the custodian of the chop of Endorsements/Guarantees shall be approved by the Board of Directors.

(2) Comparison Table for Amendments is attached hereto as Attachment 8 (page 44).

Resolution:

2. 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 non-competition restrictions as attached hereto as Attachment 9 (page 45~50).

Resolution:

Extemporary Motions

Adjournment

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Attachment 1

ENNOSTAR Inc. 2022 Business Report

First of all, I would like to thank all shareholders for their support to Ennostar Inc. in the past year. In 2022, the global environment rapidly changed, and the outbreak of various crises such as the COVID19 pandemic and the Russia–Ukraine War had a major impact on the global economy and supply chains. The consolidated revenue of the Group in 2022 is about NT$28.878 billion, a decrease of 20.72% over that of 2021. The net operating loss is NT$466 million, the net profit attributable to the owners of the parent company is NT$38 million, and the basic earnings per share (EPS) is NT$0.05. Although Ennostar was substantially affected compared with the previous year, the crisis may be a turnaround opportunity itself. We always believe that having enterprise resilience and improving risk management awareness are essential in times of severe turbulence.

Starting from core competence to carry out multi-disciplinary layout, and strengthening enterprise resilience to become the best compound semiconductor investment platform

In order to cultivate the resilience of enterprises in the event of environmental fluctuations, and reduce the damage caused by the crisis, Ennostar and its partners have worked together in stabilizing the core businesses and conducting multi-party layout through the advance-deployment risk prevention strategy, in order to reduce the proportion of applications vulnerable to market fluctuations, and transfer our efforts to areas related to the industry but with high stability and high potential. Therefore, at the time of establishment, Ennostar focused its business layout on applications with high added value, such as next-generation displays, automotive products, sensors and special lighting, extended its core capabilities to III-V compound semiconductors’ epitaxy and manufacturing process, and actively developed the next-generation compound semiconductor foundry, so as to become the best compound semiconductor investment platform.

Next-Generation Displays

Thanks to the vigorous promotion and application of many international terminal brands, the mini LED market has entered the fast lane of development. The Group is happy to see the emergence of a large number of new products, and has full confidence in seizing the market share of mini LEDs. At the same time, the Group is still on the move to make deployment in the next-generation micro LEDs of high-end display technology. With the experience of mass production of mini LEDs, the Group has planned its micro LED plant and related equipment in advance, and mastered the key technology of mass production. At the initial stage, the Group will focus on large-scale applications such as large display screens and high-end televisions as well as small-size wearable device applications, and is devoted to the early development of the next stage of automotive displays and VR and AR. In the past two years, the micro LED related

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supply chain has gradually taken shape; from chips, massive transfer, panel integrated driver ICs to terminal brand customers, Ennostar will continue advancing with its partners, actively consolidate industrial advantages, create a new vision of display, and actively prepare for mass production.

Automotive Products

The Group has been in the automotive market for many years. In recent years, it has developed diversified and forward-looking automotive products with its partners, including supplying mini LEDs together with large panel manufacturers to international car manufacturers. It is estimated that the product will begin to contribute to the revenue in the first half of 2023. The characteristics of mini LEDs such as high contrast, high brightness and design flexibility can significantly improve the visual experience of driving, and it is believed that it will become an important display technology for car manufacturers. With the introduction of LEDs into vehicle lighting which has become the trend, the Group’s vehicle lighting products, such as ADB smart headlights and interior atmosphere lights, in addition to adhering to the consistent principle of high quality and high technology, have moved towards customization and intelligence in response to market demand. The Group also continues deepening the applications of vehicle sensing technology, such as the driving monitoring system (DMS), advanced driving assistance system (ADAS), gesture recognition and range laser radar, and is committed to providing a humanized and safe road and driving environment.

Sensors

The sensor market demand has been diversified in recent years, and Ennostar has actively invested in related sensing technologies. After investing in Tyntek Corporation to strengthen the light-receiving technology, the Group’s sensor layout has become more comprehensive to meet the diverse needs of light source sensing. In addition to the original near-infrared products, the Group further explored the derivative applications of wearable devices, developed short-wave infrared crystals with low voltage, high-efficiency output and high reliability, and created the SWIR technology which ranks number one in the world in terms of luminous power. In the future, the Group will continue increasing the scale of mass production to meet the market demand for sensing applications.

Special Lighting

The Group focuses on niche lighting markets such as plant cultivation, human factors and medical applications, and aims at lighting development with small market fluctuation and countercyclical advantages. Plant lighting, which is not limited by the field of use, has the characteristics of high yield and high controllability, and is greatly favored by the market. In terms of medical application, with the improvement of post-pandemic healthcare awareness, the Group’s UVC LED integration scheme covers various air, surface and static water sterilization applications, and the Group has introduced many internationally famous brands which can meet the all-round sterilization demand of the market.

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New-generation compound semiconductors
Unikorn Semiconductor Corporation among the three subsidiaries of Ennostar has the core capabilities of the epitaxy and process of III-V compound semiconductors, focusing on the two fields of optoelectronic components and microelectronics applications. In recent years, it has also accelerated the development of applications such as electric vehicles and fast charging and power converters based on the concept of sustainability and green energy-saving products. With the vigorous development of 5G communication, BAW filter elements will also be its focus of development.

Ennostar Incorporates ESG While Moving Forward to Create Its Sustainable Excellence Formula

2022 is the second anniversary of Ennostar, and various technologies have been on the track of realization. At the same time, 2022 is also its first ESG year, and Ennostar expects to develop ESG by integrating its core capabilities, in order to enable the Group to create the power of “well-being” from the inside out, internalize ESG into the Group’s DNA, and create the exclusive sustainable equation of Ennostar.

As a member of global citizens, Ennostar is accelerating its promotion of various ESG affairs to implement the sustainable operation of the enterprise. In 2022, Ennostar won the silver award of Sustainability Report in its first participation in the Taiwan Enterprise Sustainability Award, and its three major subsidiaries, Epistar Corporation, Lextar Electronics Corp. and Unikorn Semiconductor Corporation, also passed the greenhouse gas Inventory of the British Standards Institute (BSI) and obtained the ISO 14064-1 certification in the same year. The Group also plans to expand its green power procurement contracts or relevant green power certificates, and expects to achieve the goals of non-production zone RE100 in 2030 and the whole Group’s green power RE100 in 2050.

In order to achieve sustainable operation, an enterprise needs to achieve win-win results in terms of its sustainable concept and technical operation. In 2022, Ennostar worked with the First Bank for a 5-year syndication loan of NT$13 billion; the funds will not only be used to enrich the working capital of Ennostar and repay loans from financial institutions, but also provide the capital for the construction of the micro LED factory and machinery of Epistar, Ennostar’s subsidiary. Ennostar also designed ESG (environmental protection, social participation and corporate governance) sustainability indicators in the perspective of sustainability and incorporated them into the credit terms, and continues increasing the use of green energy through the factory and machinery built with the funds of the loan in order to create sustainable excellence.

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To improve economy and reduce the impact on the environment at the same time, the Group will also promote circular economy in a long-term manner and strive to develop more efficient and energy-saving products. In recent years, the Group has successively cooperated with relevant business operators to enable the waste generated from operation to enter a new cycle for reuse, so as to recycle the resources, extend the service life, reduce the environmental pollution caused by the exploitation of new resources, and create a perfect business model of circular economy. Ennostar will continue its efforts in corporate governance, social participation and environmental protection, strengthen the enterprise resilience, create irreplaceable market positioning, and achieve its business objective of sustainable excellence.

Chairman Biing-Jye Lee President Biing-Jye Lee Accounting Supervisor B.Y. Chang

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Attachment 2

Audit Committee’s Review Report

To: ENNOSTAR Inc. Annual General Shareholders’ Meeting of 2023

With respect to the Company’s 2022 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 2022 allocation of profit have been reviewed and determined to be correct and accurate by the Audit Committee members of ENNOSTAR Inc.. According to article 144 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 23, 2023

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Attachment 3

ENNOSTAR Inc.

Communication between members of the Audit Committee and the head of Internal Auditor

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Nature of Communication results / handling
Date Communication focus
meeting situation
2022.02.24 The Audit 1. The internal Audit Execution Report for the fourth quarter of 2021 No opinion
Committee 2. Statement of Internal Control System for 2021
3. Independent directors and audit supervisors have separate discussions and
communication
(1)Amendments and clarifications to " Questions and Answers for internal Control
System Handling Standards "
(2)The internal audit answered the questions raised by the independent directors
2022.05.05 The Audit 1. The internal Audit Execution Report for the first quarter of 2022 1. No opinion
Committee 2. Amend the internal control system/ internal audit implementation rules 2. Amendments were submitted to the
Audit Committee and the Board of
Directors for approval
2022.08.04 The Audit 1. The internal Audit Execution Report for the Second quarter of 2022 No opinion
Committee 2. Independent directors and audit supervisors have separate discussions and
communication
(1) Amendments and clarifications to Taiwan Stock Exchange Corporation Procedures
for Verification and Disclosure of Material Information of Companies with Listed
Securities
(2) The head of internal audit answered the questions raised by the independent
directors
2022.11.03 The Audit 1. The internal Audit Execution Report for the third quarter of 2022 1. No opinion
Committee 2. 2023 Annual Audit Plan 2. Amendments were submitted to the
3. Revise the "Internal Control System", "Internal Audit Implementation Rules" and Audit Committee and the Board of
"Self-Assessment Measures for Internal Control System" Directors for approval
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Attachment 4

ENNOSTAR Inc. Securities by way of Private Placement in 2022

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Item 2022 First private placement of common stock
Issue date was August 31, 2022 (delivery date).
Types of Securities privately placed Common shares
Approval date and number of shares Approval date: May 31, 2022
Number of shares： Within the limit of 70,000 thousand shares
The Pricing Basis and Reasonableness 1. The price for issuing ordinary shares in the Proposed Private Placement was set to be the price determined by the following
calculation, whichever is higher. The reference price was NTD 57.57.
(1) 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. These prices were NTD 49.45, NTD 50.38,
and NTD 50.51. The average closing price, NTD 50.51, of the fifth trading day prior to the pricing date was considered as the
basis price.
(2) The simple arithmetical average closing price, NTD 57.57, 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 was considered as the basis price.
2. The price for issuing ordinary shares in the Proposed Private Placement shall not be lower than 80% of the reference price. The
actual private placement price, NTD 51.82, was 90% of the reference price abiding by the resolution of shareholders meeting.
3. 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.
The Method for Selecting Investors 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.
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Necessity and of Private Placement If the strategic partners purchase the Company’s shares from the market, this action could not ease the Group’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 placement of common
stock has the advantage of quick and easy fund raising and the restriction of non-transferability 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.
The date of receiving fund The total raised fund was NTD 3,627,400 thousand on July 8 [th] , 2022.
Subscription
Specific subscribers Subscriber Qualification Relation Participation in the Company’s operation
amount
AUO Corporation In accordance with the 67,250 thousand Director of the To integrate the industry chain and to assure
article 43-6, Paragraph shares Company long-term cooperation and confidentiality of
1, subparagraph 3. technology.
INNOLUX In accordance with the 2,750 thousand None None
Corporation article 43-6, Paragraph shares
1, subparagraph 3.
Actual private placement price NTD 51.82
The difference between the actual The actual price was NTD 51.82 equivalent to 90% of the reference price NTD 57.57 in accordance with the resolution of shareholders
private placement price and reference meeting.
price
Impact on the rights and interests of The issuance number of private equity ordinary shares was 70,000 thousand ordinary shares, approximately 9.27% of the equity after
the Company’s shareholders the capital increase.
The plan and execution of private The funds of private placement would be invested in capital expenditure of Micro LED 6-inch fab and related equipment. NTD 318,252
placement application thousand has been used till Dec. 31, 2022 and rest of the funds would be devoted on schedule by the end of 2025.
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	Benefits after private placement	Changes of macroeconomic environment resulted in shorter lead time of equipment. The construction plan of Micro LED 6-inch fab is on track and the funds of private placement would be utilized to follow the procurement timeline. The benefit would not emerge before the completion of the constructionplan.

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Attachment 5

Report of independent accountants translated from Chinese.

INDEPENDENT AUDITORS’ REPORT

PWCR22000392

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, 2022 and 2021, 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, 2022 and 2021, 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 Standards on Auditing of 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, 2022 are outlined as follows:

Evaluation of Inventories

Description

Please refer to Note 4(14) 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(6) for the explanations regarding inventory valuation. As of December 31, 2022, the balances of inventories and the allowance for valuation loss were NT$5,687,552 thousand and NT$862,507 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$268,634 thousand and NT$273,986 thousand, constituting 0.37% and 0.36% of the consolidated total assets as at December 31, 2022 and 2021, 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, 2022 and 2021, respectively. Furthermore, we did not audit the 2022 and 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 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$1,781,200 thousand and NT$1,046,503 thousand, representing 2.44% and 1.36% of the consolidated total assets as of December 31, 2022 and 2021, respectively, and their comprehensive (loss) income (including share of loss of associates and joint ventures accounted for under equity method and share of other comprehensive (loss)/income of associates and joint ventures accounted for under equity method) amounted to NT$(144,437) thousand and NT$7,403 thousand, representing 40.08% and 0.47% of the consolidated comprehensive (loss) income 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, 2022 and 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 that came into effect 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 Standards on Auditing of 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.

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As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and 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.

~21~

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 23, 2023

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.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~22~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

December31,2022 AMOUNT % $ 16,127,132 22 164,066 - 647,408 1 1,872,810 3 10,285 - 7,544,597 10 425,969 1 127,695 - 135,418 - 4,825,045 7 761,976 1 20,627 - 32,663,028 45 90,007 - 4,445,317 6 180,137 - 3,608,999 5 22,037,075 30 1,905,157 3 692,498 1 4,907,583 7 1,717,418 2 796,251 1 40,380,442 55 $ 73,043,470 100	December31,2021	December31,2021
AMOUNT $ 16,127,132 164,066 647,408 1,872,810 10,285 7,544,597 425,969 127,695 135,418 4,825,045 761,976 20,627 32,663,028 90,007 4,445,317 180,137 3,608,999 22,037,075 1,905,157 692,498 4,907,583 1,717,418 796,251 40,380,442 $ 73,043,470	AMOUNT $ 12,336,039 225,284 150,756 1,622,419 - 11,653,001 1,075,710 162,252 15,821 5,688,379 1,637,188 36,680 34,603,529 112,284 4,686,605 243,662 3,272,047 24,299,352 1,915,756 685,575 4,941,663 1,785,253 343,456 42,285,653 $ 76,889,182	%
		16 - - 2 - 15 2 - - 8 2 -
		45
		- 6 - 4 32 3 1 6 2 1
		55 100

( Continued )

~23~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

				December 31, 2022				December 31, 2021
	Liabilities and Equity			AMOUNT	%			AMOUNT	%
	Current liabilities
2100	Short-term borrowings		$	1,203,495	2		$	3,479,177	5
2110	Short-term notes and bills payable			775,294	1			877,011	1
2120	Financial liabilities at fair value
	through profit or loss - current			2,214	-			12	-
2150	Notes payable			243,332	-			45,455	-
2170	Accounts payable			2,195,394	3			4,396,401	6
2180	Accounts payable - related parties			266,478	-			319,572	-
2200	Other payables			4,619,754	6			5,843,445	8
2230	Current income tax liabilities			30,804	-			30,370	-
2280	Current lease liabilities			108,817	-			107,868	-
2320	Long-term liabilities, current portion			426,518	1			131,683	-
2399	Other current liabilities - others			440,276	1			533,353	1
21XX	Current Liabilities			10,312,376	14			15,764,347	21
	Non-current liabilities
2540	Long-term borrowings			3,691,498	5			4,007,482	5
2570	Deferred income tax liabilities			421,272	-			429,338	-
2580	Non-current lease liabilities			1,476,370	2			1,449,261	2
2600	Other non-current liabilities			480,958	1			633,711	1
25XX	Non-current liabilities			6,070,098	8			6,519,792	8
2XXX	Total Liabilities			16,382,474	22			22,284,139	29
	Equity attributable to owners of parent
	company
	Share capital
3110	Share capital - common stock			7,547,840	11			6,852,514	9
	Capital surplus
3200	Capital surplus			46,421,664	64			43,830,638	57
	Retained earnings
3310	Legal reserve			216,945	-			-	-
3320	Special reserve			290,598	-			-	-
3350	Unappropriated retained earnings			147,022	-			2,169,446	3
	Other equity interest
3400	Other equity interest			75,010	-	(		235,543)	-
3500	Treasury stocks	(		294,810)	-	(		294,810) (	1)
31XX	Equity attributable to owners of
	the parent			54,404,269	75			52,322,245	68
36XX	Non-controlling interest			2,256,727	3			2,282,798	3
3XXX	Total equity			56,660,996	78			54,605,043	71
3X2X	Total liabilities and equity		$	73,043,470	100		$	76,889,182	100

~24~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

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

Year ended December 31

			2022			2021
	Items		AMOUNT	%		AMOUNT	%
4000	Sales revenue		$ 28,878,250	100		$ 36,424,760	100
5000	Operating costs	(	23,896,688) (	83)	(	28,807,881) (	79)
5900	Operating margin		4,981,562	17		7,616,879	21
5910	Unrealized loss from sales		26	-		41	-
5920	Realized (loss) profit from sales	(	41)	-		1,589	-
5950	Net operating margin		4,981,547	17		7,618,509	21
	Operating expenses
6100	Selling expenses	(	883,849) (	3)	(	884,563) (	3)
6200	General and administrative expenses	(	1,985,724) (	7)	(	2,005,479) (	6)
6300	Research and development expenses	(	2,723,055) (	9)	(	2,656,848) (	7)
6450	Expected credit profit (loss)		58,783	-	(	133,422)	-
6000	Total operating expenses	(	5,533,845) (	19)	(	5,680,312) (	16)
6500	Other income and expenses - net		86,700	-		171,933	1
6900	Operating (loss) profit	(	465,598) (	2)		2,110,130	6
	Non-operating income and expenses
7100	Interest income		104,600	-		45,090	-
7010	Other income		515,509	2		493,075	1
7020	Other gains and losses		217,015	1		76,939	-
7050	Finance costs	(	131,602)	-	(	121,117)	-
7055	Expected credit losses	(	9,807)	-	(	57,836)	-
7060	Share of loss of associates and joint
	ventures accounted for under equity
	method	(	713,585) (	3)	(	182,973) (	1)
7000	Total non-operating income and
	expenses	(	17,870)	-		253,178	-
7900	(Loss) profit before income tax	(	483,468) (	2)		2,363,308	6
7950	Income tax expense	(	82,915)	-	(	464,834) (	1)
8200	(Loss) profit for the year	($ 566,383) (		2)		$ 1,898,474	5

( Continued )

~25~

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

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

					Year	ended December 31	ended December 31	ended December 31	ended December 31
				2022					2021
	Items			AMOUNT		%			AMOUNT	%
	Other comprehensive income
	Components of other comprehensive
	income that will not be reclassified to
	profit or loss
8311	Gain (loss) on remeasurements of
	defined benefit plans		$	19,277		-	($		336)	-
8316	Unrealised (losses) gains from
	investments in equity instruments
	measured at fair value through other
	comprehensive income	(		244,257) (		1)			250,820	-
8320	Share of other comprehensive
	income of associates and joint
	ventures accounted for using equity
	method, components of other
	comprehensive loss that will not be
	reclassified to profit or loss	(		6,876)		-			-	-
8349	Income tax related to components of
	other comprehensive income that
	will not be reclassified to profit or
	loss	(		39,989)		-	(		122,992)	-
8310	Components of other
	comprehensive (loss) income that
	will not be reclassified to profit or
	loss	(		271,845) (		1)			127,492	-
	Components of other comprehensive
	income that will be reclassified to
	profit or loss
8361	Cumulative translation differences
	of foreign operations			175,385		1	(		248,407) (	1)
8370	Share of other comprehensive
	income of associates and joint
	ventures accounted for using equity
	method, components of other
	comprehensive income that will be
	reclassified to profit or loss			302,943		1			-	-
8399	Income tax related to components of
	other comprehensive income that
	will be reclassified to profit or loss	(			428)	-	(		194,616)	-
8360	Components of other
	comprehensive income (loss) that
	will be reclassified to profit or loss			477,900		2	(		443,023) (	1)
8300	Other comprehensive income (loss)		$	206,055		1	($		315,531) (	1)
8500	Total comprehensive (loss) income	($		360,328) (		1)		$	1,582,943	4
	Profit (loss) attributable to:
8610	Equity holders of the parent
	company		$	38,024		-		$	2,178,349	6
8620	Non-controlling interest	($		604,407) (		2)	($		279,875) (	1)
	Comprehensive income (loss)
	attributable to:
8710	Equity holders of the parent
	company		$	207,398		1		$	1,935,456	5
8720	Non-controlling interest	($		567,726) (		2)	($		352,513) (	1)
	Earnings per share (NT$)
9750	Total basic earnings per share		$			0.05		$		3.21
9850	Total diluted earnings per share		$			0.05		$		3.20

~26~

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

==> picture [744 x 355] intentionally omitted <==

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

Equity attributable to owners of the parent
Retained Earnings Other equity interest
Unrealised gains
(losses) from
Cumulative financial assets
translation measured at fair
differences of value through other
Share capital - Unappropriated foreign comprehensive Non-controlling
common stock Capital surplus Legal reserve Special reserve retained earnings operations income Treasury stocks Total interest Total
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
2022
Balance at January 1, 2022 $ 6,852,514 $ 43,830,638 $ - $ - $ 2,169,446 ($ 406,535 ) $ 170,992 ($ 294,810 ) $ 52,322,245 $ 2,282,798 $ 54,605,043
Profit (loss) for the year - - - - 38,024 - - - 38,024 ( 604,407 ) ( 566,383 )
Other comprehensive income(loss) for the year - - - - 19,477 442,615 ( 292,718 ) - 169,374 36,681 206,055
Total comprehensive income(loss) - - - - 57,501 442,615 ( 292,718 ) - 207,398 ( 567,726 ) ( 360,328 )
Appropriation of 2021 earnings
Legal reserve - - 216,945 - ( 216,945 ) - - - - - -
Special reserve - - - 290,598 ( 290,598 ) - - - - - -
Cash dividends - - - - ( 1,365,881 ) - - - ( 1,365,881 ) - ( 1,365,881 )
Proceeds from issurance of share capital 700,000 2,927,400 - - - - - - 3,627,400 - 3,627,400
Changes in ownership interests in subsidiaries accounted for
using equity method - ( 257,645 ) - - - - - - ( 257,645 ) - ( 257,645 )
Net change in equity of associates and joint ventures - 104,634 - - - - - - 104,634 - 104,634
Difference between consideration and carrying amount of
subsidiaries acquired and disposed - ( 188,037 ) - - ( 45,848 ) 3 - - ( 233,882 ) - ( 233,882 )
Non-controlling interests - - - - - - - - - 541,655 541,655
Proceeds from disposal of financial assets at fair value
through other comprehensive income - - - - ( 160,653 ) - 160,653 - - - -
Expiration of restricted employee stock ( 4,674 ) 4,674 - - - - - - - - -
Balance at December 31, 2022 $ 7,547,840 $ 46,421,664 $ 216,945 $ 290,598 $ 147,022 $ 36,083 $ 38,927 ($ 294,810 ) $ 54,404,269 $ 2,256,727 $ 56,660,996
----- End of picture text -----

~27~

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

		Year ended	December 31	December 31
		2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax	( $	483,468 )		$	2,363,308
Adjustments
Adjustments to reconcile profit (loss)
Depreciation		4,952,508			5,036,375
Amortization		257,757			232,935
Expected credit (profit) loss	(	48,976 )			191,258
Gain on disposal of investments	(	72,090 )	(		254,040 )
Net loss (gain) on financial assets at fair value through profit
or loss		285,929	(		17,537 )
Interest expense		131,602			121,117
Interest income	(	104,600 )	(		45,090 )
Dividend revenue	(	44,296 )	(		105,228 )
Share of loss of associates and joint ventures accounted for
under the equity method		713,585			182,973
(Gain) loss on disposal of property, plant and equipment	(	42,014 )			5,664
Loss on disposal of intangible assets		2,932			11,223
Impairment loss on non-financial assets		13,312			114,693
Unrealized loss from sales	(	26 )	(		41 )
Realized loss (profit) from sales		41	(		1,589 )
Other income from recognition of long-term deferred
revenues	(	77,630 )	(		131,295 )
Property, plant and equipment transferred to expense		2,827			4,474
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	(	146,522 )	(		10,006 )
Notes receivable	(	273,957 )	(		542,948 )
Accounts receivable		4,888,612	(		3,556,983 )
Other receivables	(	4,911 )	(		27,168 )
Inventories		867,140	(		1,447,254 )
Prepayments		809,993	(		488,679 )
Other current assets		16,145			337,228
Other non-current assets		43,498			499,681
Changes in operating liabilities
Financial liabilities at fair value through profit or loss -
current	(	131,956 )			1,633
Notes payable		55,616			34,418
Accounts payable	(	2,253,017 )			573,986
Other payables	(	1,180,492 )			1,239,536
Other current liabilities	(	257,961 )			70,198
Other non-current liabilities	(	30,366 )			173,460
Cash inflow generated from operations		7,889,215			4,387,098
Interest received		86,565			47,401
Interest paid	(	41,226 )	(		115,775 )
Income tax paid	(	54,153 )	(		97,802 )
Dividend received		78,641			131,666
Net cash flows from operating activities		7,959,042			4,352,588

(Continued)

~28~

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

			Year ended	December 31	December 31
			2022			2021
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other comprehensive
income	(	$	188,173 )	(	$	765,140 )
Proceeds from disposal of financial assets at fair value through other
comprehensive income			186,823			695,324
Increase in current financial assets at amortised cost	(		433,127 )			-
Acquisition of investments accounted for under the equity method	(		365,338 )	(		1,018,523 )
Proceeds from disposal of investments accounted for under the equity
method			-			818,718
Cash refund from investments accounted for under the equity method			-			87,283
Acquisition of property, plant and equipment	(		4,320,230 )	(		4,732,066 )
Proceeds from disposal of property, plant and equipment			389,592			235,179
Acquisition of intangible assets	(		130,200 )	(		117,588 )
Proceeds from disposal of intangible assets			6,089			4,205
(Increase) decrease in refundable deposits	(		49,462 )			717
Effect on initial consolidation of subsidiaries			-			3,763,629
Cash refund from financial assets capital reduction			-			66,929
Decrease in other financial assets			391,869			312,664
Proceeds from disposal of non-current assets held for sale			-			430,000
Proceeds from disposal of subsidiaries			88,100			-
Decrease in changes of consolidated entities	(		275,343 )			-
Net cash flows used in investing activities	(		4,699,400 )	(		218,669 )
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans	(		2,295,709 )			1,947,559
Decrease in short-term notes and bill payable	(		112,938 )			-
Proceeds from long-term loans			12,760			1,836,127
Repayment of long-term loans	(		33,909 )	(		1,035,106 )
(Decrease) increase in guarantee deposits received	(		108,264 )			24,360
Repayment of principal portion of lease liabilities	(		127,584 )	(		155,101 )
Cash dividends paid	(		1,365,881 )			-
Proceeds from issurance of share capital			3,627,400			-
Proceeds from treasury shares transferred to employees			-			306,150
Increase in cash paid for acquisition of non-controlling interests			700,000			625,645
Net cash flows from financing activities			295,875			3,549,634
Effects of foreign currency exchange			235,576	(		575,525 )
Net increase in cash and cash equivalents			3,791,093			7,108,028
Cash and cash equivalents at beginning of year			12,336,039			5,228,011
Cash and cash equivalents at end of year		$	16,127,132		$	12,336,039

~29~

PWCR22000401

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, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, 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, 2022 and 2021, and its parent company only financial performance and its parent company only 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 audit in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of 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 Accountants 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.

~30~

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, 2022 are outlined as follows:

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.

~31~

Other matter – Audit by Other Independent Auditors

We did not audit the 2022 and 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$2,049,834 thousand and NT$1,320,489 thousand, representing 3.75% and 2.50% of the parent company only total assets as of December 31, 2022 and 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$139,085 thousand and NT$1,315 thousand, representing 67.06% and 0.06% of the parent company only comprehensive gain for the years then ended.

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 that came into effect 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.

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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 Standards on Auditing of 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.

As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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.

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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.

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 23, 2023

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, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

				December 31, 2022				December 31, 2021
	Assets			AMOUNT	%			AMOUNT	%
	Current assets
1100	Cash and cash equivalents		$	690,933	1		$	43,752	-
1200	Other receivables			59	-			10	-
1210	Other receivables - related parties			402,738	1			59,564	-
1410	Prepayments			12,793	-			2,499	-
1470	Other current assets			4	-			-	-
11XX	Current Assets			1,106,527	2			105,825	-
	Non-current assets
1550	Investments accounted for under
	equity method			53,490,974	98			52,707,404	100
1600	Property, plant and equipment			10,978	-			10,157	-
1900	Other non-current assets			25,408	-			408	-
15XX	Non-current assets			53,527,360	98			52,717,969	100
1XXX	Total assets		$	54,633,887	100		$	52,823,794	100
	Liabilities and Equity
	Current liabilities
2100	Short-term borrowings		$	100,000	-		$	150,000	-
2200	Other payables			97,222	-			304,026	1
2220	Other payables to related parties			3,270	-			46,725	-
2230	Current tax liabilities			27,952	-			-	-
2300	Other current liabilities			1,166	-			788	-
21XX	Current Liabilities			229,610	-			501,539	1
	Non-current liabilities
2600	Other non-current liabilities			8	-			10	-
2XXX	Total Liabilities			229,618	-			501,549	1
	Equity
	Share capital
3110	Share capital - common stock			7,547,840	14			6,852,514	13
	Capital surplus
3200	Capital surplus			46,421,664	85			43,830,638	83
	Retained earnings
3310	Legal reserve			216,945	1			-	-
3320	Special reserve			290,598	1			-	-
3350	Unappropriated retained earnings			147,022	-			2,169,446	4
	Other equity interest
3400	Other equity interest			75,010	-	(		235,543)	-
3500	Treasury stocks	(		294,810) (	1)	(		294,810) (	1)
3XXX	Total equity			54,404,269	100			52,322,245	99
3X2X	Total liabilities and equity		$	54,633,887	100		$	52,823,794	100

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ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

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

					endedDecember31	endedDecember31	endedDecember31	endedDecember31
				2022				2021
	Items			AMOUNT	%			AMOUNT	%
4000	Sales revenue		$	244,729	100		$	2,417,618	100
5000	Operating costs	(		179,138) (	73)	(		235,213) (	10)
5900	Operating margin			65,591	27			2,182,405	90
5950	Net operating margin			65,591	27			2,182,405	90
6900	Operating profit			65,591	27			2,182,405	90
	Non-operating income and expenses
7100	Interest income			7,261	3			39	-
7010	Other income			1,969	1			241	-
7020	Other gains and losses			195	-	(		2,988)	-
7050	Finance costs	(		718)	-	(		1,348)	-
7000	Total non-operating income and
	expenses			8,707	4	(		4,056)	-
7900	Profit before income tax			74,298	31			2,178,349	90
7950	Income tax expense	(		36,274) (	15)			-	-
8200	Profit for the year		$	38,024	16		$	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	($		233,252) (	95)		$	285,081	12
8349	Income tax related to components of
	other comprehensive income that
	will not be reclassified to profit or
	loss	(		39,989) (	17)	(		122,992) (	5)
8310	Components of other
	comprehensive (loss) income that
	will not be reclassified to profit or
	loss	(		273,241) (	112)			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			443,043	181	(		210,366) (	9)
8399	Income tax related to components of
	other comprehensive income that
	will be reclassified to profit or loss	(		428)	-	(		194,616) (	8)
8360	Components of other
	comprehensive income (loss) that
	will be reclassified to profit or loss			442,615	181	(		404,982) (	17)
8300	Other comprehensive income (loss)		$	169,374	69	($		242,893) (	10)
8500	Total comprehensive income		$	207,398	85		$	1,935,456	80
	Earnings per share (NT$)
9750	Total basic earnings per share		$		0.05		$		3.21
9850	Total diluted earnings per share		$		0.05		$		3.20

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ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

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

Capital Reserves Other equity interest
Unrealised gains (losses)
Cumulative from financial assets
translation measured at fair value
Share capital - common Unappropriated retained differences of foreign through other
stock Capital surplus Legal reserve Special reserve earnings operations comprehensive income Treasury stocks Total
2021
January 6 (Date of establishment) $ - $ - $ - $ - $ - $ - $ - $ - $ -
Profit for the year - - - - 2,178,349 - - - 2,178,349
Other comprehensive income(loss) for the
year - - - - 71 ( 404,982 ) 162,018 - ( 242,893 )
Total comprehensive income(loss) - - - - 2,178,420 ( 404,982 ) 162,018 - 1,935,456
Issuance of ordinary shares under business
combination 6,859,527 42,957,636 - - - - - - 49,817,163
Expiration of restricted employee stock ( 7,013 ) 7,013 - - - - - - -
Distribution to subsidiaries' employee
compensation - 195,791 - - - - - - 195,791
Proceeds from treasury shares transferred to
employees - 115,823 - - - - - - 115,823
Difference between consideration and
carrying amount of subsidiaries acquired
and disposed - ( 7,754 ) - - - ( 1,553 ) - - ( 9,307 )
Net change in equity of associates and joint
ventures - ( 12,617 ) - - - - - - ( 12,617 )
Changes in ownership interests in
subsidiaries accounted for using equity
method - 574,746 - - - - - - 574,746
Proceeds from disposal of financial assets at
fair value through other comprehensive
income - - - - ( 8,974 ) - 8,974 - -
Shares of the parent company held by
subsidiaries transferred to treasury shares - - - - - - - ( 294,810 ) ( 294,810 )
December 31 $ 6,852,514 $ 43,830,638 $ - $ - $ 2,169,446 ($ 406,535 ) $ 170,992 ($ 294,810 ) $ 52,322,245
2022
January 1 $ 6,852,514 $ 43,830,638 $ - $ - $ 2,169,446 ($ 406,535 ) $ 170,992 ($ 294,810 ) $ 52,322,245
Profit for the year - - - - 38,024 - - - 38,024
Other comprehensive income(loss) for the
year - - - - 19,477 442,615 ( 292,718 ) - 169,374
Total comprehensive income(loss) - - - - 57,501 442,615 ( 292,718 ) - 207,398
Appropriation of 2021 earnings
Legal reserve - - 216,945 - ( 216,945 ) - - - -
Special reserve - - - 290,598 ( 290,598 ) - - - -
Cash dividends - - - - ( 1,365,881 ) - - - ( 1,365,881 )
Proceeds from issurance of share capital 700,000 2,927,400 - - - - - - 3,627,400
Expiration of restricted employee stock ( 4,674 ) 4,674 - - - - - - -
Changes in ownership interests in
subsidiaries accounted for using equity
method - ( 257,645 ) - - - - - - ( 257,645 )
Net change in equity of associates and joint
ventures - 104,634 - - - - - - 104,634
Difference between consideration and
carrying amount of subsidiaries acquired
and disposed - ( 188,037 ) - - ( 45,848 ) 3 - - ( 233,882 )
Proceeds from disposal of financial assets at
fair value through other comprehensive
income - - - - ( 160,653 ) - 160,653 - -
December 31 $ 7,547,840 $ 46,421,664 $ 216,945 $ 290,598 $ 147,022 $ 36,083 $ 38,927 ($ 294,810 ) $ 54,404,269
----- End of picture text -----

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ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

			Year ended	December	December	31
			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$	74,298		$	2,178,349
Adjustments
Adjustments to reconcile profit (loss)
Depreciation			895			71
Interest expense			718			1,348
Interest income	(		7,261 )	(		143 )
Dividend revenue			-	(		6,701 )
Share of profit of associates and joint ventures
accounted for under the equity method	(		67,110 )	(		2,191,207 )
Distribution of compensation to employees			-			195,791
Compensation distributed to subsidiaries’ employees	(		1,494 )			-
Changes in operating assets and liabilities
Changes in operating assets
Other receivables			-	(		10 )
Other receivables-related parties	(		343,174 )	(		59,564 )
Prepayments	(		10,294 )	(		2,499 )
Other current assets	(		4 )			-
Changes in operating liabilities
Other payables	(		198,537 )			294,025
Other payables-related parties	(		43,455 )			46,725
Other current liabilities			378			788
Cash (outflow) inflow generated from operations	(		595,040 )			456,973
Dividend received			1,881,651			1,806,701
Interest received			7,202			143
Interest paid	(		718 )	(		1,348 )
Income tax paid	(		8,312 )			-
Net cash flows from operating activities			1,284,783			2,262,469
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for under the equity
method	(		2,814,135 )	(		2,368,092 )
Acquisition of property, plant and equipment	(		9,984 )	(		227 )
Increase in refundable deposits	(		25,000 )	(		408 )
Net cash flows used in investing activities	(		2,849,119 )	(		2,368,727 )
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans	(		50,000 )			150,000
(Decrease) increase in guarantee deposits received	(		2 )			10
Proceeds from issurance of share capital			3,627,400			-
Cash dividends paid	(		1,365,881 )			-
Net cash flows from financing activities			2,211,517			150,010
Net increase in cash and cash equivalents			647,181			43,752
Cash and cash equivalents at beginning of year			43,752			-
Cash and cash equivalents at end of year		$	690,933		$	43,752

~38~

Attachment 6

ENNOSTAR Inc. Profit Distribution Table Year 2022

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Unit: NTD
Item Subtotal Total
Unappropriated Retained Earnings of previous years 296,022,510
Net Income of 2022 38,023,691
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 19,476,817
Proceeds from disposal of financial assets at fair value
(160,653,591)
through other comprehensive income
difference between consideration and carrying
(45,847,613)
amount of subsidiaries acquired or disposed
Total of Legal reserve appropriated (149,000,696)
Add (Less):
Less: Allocated legal reserve 0
Add: Special Reserve 135,671,427
Retained Earnings Available for Distribution as of
282,693,241
December 31, 2022
Distribution Item:
Cash dividends (NT$0 per share) 0
Unappropriated Retained Earnings 282,693,241
Chairman: President: Accounting Supervisor:
Biing-Jye Lee Biing-Jye Lee B.Y. Chang
----- End of picture text -----

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Attachment 7

ENNOSTAR Inc. List of Director (Including independent Director) Candidates

nomination title	Name	Gender	Education / Major Past Positions	Current Positions	Number of Shares(2023.04.02)
Director	Shuang-Lang (Paul) Peng	Male	 M.B.A., Heriot-Watt University, U.K.  The General Manager and CEO of AUO Corporation (TWSE: 2409)	 The Chairman and Chief Strategic Officer of AUO Corporation (TWSE: 2409)  The Director of Qisda Corp. (TWSE: 2352)  The Chairman of AUO Foundation  The Vice Chairman of ENNOSTAR Inc. (TWSE: 3714)	150,000
Director	Representative of AUO Corporation: Yu-Chieh Lin	Female	 M.A., Institute of Physics, National Central University  The Senior Associate Vice President of AUO Corporation (TWSE: 2409)  The Supervisor of Taiwan Display Union Association	 The Senior Associate Vice President of AUO Corporation (TWSE: 2409)	93,568,898
Director	Chin-Yung Fan	Male	 M.A., Institute of Physics, National Central University  The General Manager of Epistar Corporation	 The Director of ENNOSTAR Inc. (TWSE: 3714)  The Chairman and General Manager of Epistar Corporation	133,506
Director	Xiu-Mu Tang	Male	 PhD of Chemical Engineering National Tsing Hua University  The General Manager of Lextar Electronics Corp.  The Vice President of Technology Integration Center of Epistar Corporation	 The Director of Lextar Electronics Corp.  The General Manager of Lextar Electronics Corp.	249,230

~40~

nomination title	Name	Gender	Education / Major Past Positions	Current Positions	Number of Shares(2023.04.02)
Independent Director	Wei-Min Sheng	Male	 PhD (Purdue U.) Accounting Purdue University  Professor of Department of Public Finance in National Taichung University of Science and Technology.  The independent director and Remuneration Committee member of EPISTAR Corporation  The independent director and Remuneration Committee member of Siliconware Precision Industries Co., Ltd.  The supervisor of Elite Semiconductor Memory Technology Inc.	 Professor of Department of Public Finance in National Taichung University of Science and Technology.  The independent director and Remuneration Committee member of ENNOSTAR Inc. (TWSE: 3714)  The independent director and Remuneration Committee member of Episil-Precision Inc. (TWSE: 3016)  The independent director and Remuneration Committee member of uPI Semiconductor Corp. (TWSE: 6719)  The independent director and Remuneration Committee member of Elite Semiconductor Memory TechnologyInc.(TWSE: 3006)	0
Independent Director	Shian-Ho Shen	Male	 B.S. Electrical Engineering, Chung Yuan Christian University  The Vice President & factory director of United Microelectronics Corp. (TWSE: 2303)  The Vice President of AUO Corporation (TWSE: 2409)  The independent director and Remuneration Committee member of LEXTAR Electronics Corp.	 The independent director of ENNOSTAR Inc. (TWSE: 3714)  The Director of Anpec Electronics Corporation (TPEx: 6138)  The Director of C Sun Mfg Ltd. (TWSE: 2467)  The Director of Taiwan Surface Mounting Technology Corp. (TWSE: 6278)  The Director and General Manager of Chem Tec Corporation	0

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

nomination Number of
Name Gender Education / Major Past Positions Current Positions
title Shares (2023.04.02)
Independent Wei-Chen Wang Male  Department of Accounting, National  The independent director and 0
Director Chengchi University Remuneration Committee member of
 CPA, PwC Taiwan ENNOSTAR Inc. (TWSE: 3714)
 The independent director and
Remuneration Committee member of
Taiwan Mask Corp. (TWSE: 2338)
 The independent director and
Remuneration Committee member of
Feature Integration Technology Inc.
(TPEx: 4951)
 The independent director of Etron
Technology, Inc. (TPEx: 5351)
 CPA, Zhicheng Co-Accounting Firm
Independent En-Te Hsu Male  PhD Accounting National Taiwan  Professor of Department of Accounting 0
Director University in Tunghai University.
 The independent director and  Director of Accounting and Industry
Remuneration Committee member Research Center in Tunghai University.
of Silicon Touch Technology Inc.  Director of EMBA Tunghai University.
(TPEx: 3288)  The independent director of Cheng
Shin Rubber Ind., Co., Ltd. (TWSE: 2105)
 The independent director and
Remuneration Committee member of
Mobiletron Electronics Co., Ltd.
(TWSE:1533)
 The independent director and
Remuneration Committee member of
Unicon Optical Co., Ltd. (Emerging:
4150)
----- End of picture text -----

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

nomination Number of
Name Gender Education / Major Past Positions Current Positions
title Shares (2023.04.02)
----- End of picture text -----

nomination title	Name	Gender	Education / Major Past Positions	Current Positions	Number of Shares(2023.04.02)

Independent Director	Chun-Hsin Tsou	Female	 Doctor of Laws, China University of Political Science and Law  Leading lawyer/patent attorney/director of AIPT International Law Office  Doctor / Arbitrator of Chinese Construction Industry Arbitration Association  member of Procurement Appeal Review Committee, Taipei City Government	 The independent director and Remuneration Committee member of Chaheng Precision Co., Ltd. (Emerging: 4546)  The independent director and Remuneration Committee member of Tcm Biotech International Corp. (Emerging: 4169)	0

None of the above candidates for independent directors has served as an independent director of the Company for three consecutive terms.

~43~

Attachment 8

ENNOSTAR Inc.

Procedures for Endorsements and Guarantees Comparison Table for Amendments

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

Article No. Original Articles Amended Articles Reasons for Amendments
----- End of picture text -----

ENNOSTAR Inc. Procedures for Endorsements and Guarantees Comparison Table for Amendments	ENNOSTAR Inc. Procedures for Endorsements and Guarantees Comparison Table for Amendments	ENNOSTAR Inc. Procedures for Endorsements and Guarantees Comparison Table for Amendments	ENNOSTAR Inc. Procedures for Endorsements and Guarantees Comparison Table for Amendments
Article No. Original Articles Amended Articles Reasons for Amendments

Article 9	Procedures and retention of chops 1. The dedicated chops for endorsements / guarantees of the Company are the company chop, the signature chop of the responsible person, and specialized chop registered with the Ministry of Economic Affairs, the Each chop shall be kept in the custody of a designated person approved by theChairman and controls the usage of such chops. The BOD should approve the change of the delegate as well. The chops or seals may be used to seal or issue negotiable instruments only in prescribed procedures. 2. When making a guarantee for an overseas company, the Company shall have the guarantee letter signed by a person authorized bythe BOD.	Procedures and retention of chops 1. The dedicated chops for endorsements / guarantees of the Company are the company chop, the signature chop of the responsible person, and specialized chop registered with the Ministry of Economic Affairs, the Each chop shall be kept in the custody of a designated person approved by theBoard of Directorsand controls the usage of such chops. The BOD should approve the change of the delegate as well. The chops or seals may be used to seal or issue negotiable instruments. 2. When making a guarantee for an overseas company, the Company shall have the guarantee letter signed by a person authorized bythe BOD.	To comply with the amendment of the Law and Regulations.

~44~

Attachment 9

ENNOSTAR Inc.

List of releasing the newly elected directors (including independent directors) from non-competition restrictions

==> picture [718 x 386] intentionally omitted <==

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

Place of
Name Positions in Other Companies Main Business
establishment
Shuang-Lang The Chairman and Chief Strategic Officer of AUO Research, development, production and sales of TFT-LCDs, as well as Taiwan ROC
(Paul) Peng Corporation (TWSE: 2409) production and sales of solar modules and systems
The Director of Qisda Corp. (TWSE: 2352) Manufacturing, sales and services of high-end monitors, opto- Taiwan ROC
mechatronics products and optoelectronics film; the manufacturing,
sales and services of smart business solution; the manufacturing,
sales and services of medical equipment; providing medical services;
as well as the research, development, design, manufacturing and
sale of broadband products, wireless network products and
computer network system equipment.
The Chairman of AU Optronics (Suzhou) Corp., Ltd. Manufacturing, assembly, and sales of TFT-LCD modules China
The Chairman of AU Optronics (Xiamen) Corp. Manufacturing, assembly, and sales of TFT-LCD modules China
The Chairman of AU Optronics Manufacturing Manufacturing and assemblyof TFT-LCD modules; leasing China
(Shanghai) Corp.
The Chairman of AU Optronics (Kunshan) Co., Ltd. Manufacturing and sales of TFT-LCD panels China
The Executive Director of AU Optronics (Shanghai) Co., Sales support of TFT-LCD panels China
Ltd.
The Chairman of AU Optronics Singapore Pte. Ltd. Holding company and sales support of TFT-LCD panels Singapore
The Director of AU Optronics (L) Corp. Holding Company Labuan
The Chairman of Konly Venture Corp. Venture capital investment Taiwan ROC
The Chairman of Ronly Venture Corp. Venture capital investment Taiwan ROC
The Director of AUO Digitech (CAYMAN) Limited Holding Company Cayman Islands
The Director of AUO Digitech Holding Limited Holding Company Cayman Islands
The Director of AUO Digitech Pte. Ltd. Holding Company; Sales and software development of software and Singapore
hardware integration systems related to intelligent manufacturing
The Chairman of AUO Digitech (Suzhou) Co., Ltd. Business management consulting, technology promotion, and China
application services
----- End of picture text -----

 Mr. Shuang-Lang (Paul) Peng, the representative of AUO Corporation, is the chairman of AUO Corporation. The company positions in the above table are all management position, directly or indirectly investment company, under the AUO Corporation Group.; Economically speaking, there is no conflict of interest for ENNOSTAR Inc. (Continued)

~45~

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

Place of
Name Positions in Other Companies Main Business
establishment
AUO Corporation The director of Konly Venture Corp. Venture capital investment Taiwan ROC
The director of Ronly Venture Corp. Venture capital investment Taiwan ROC
The director of AUO Crystal Corp. Manufacturing and sale of ingots and solar wafers Taiwan ROC
The director of Space Money Inc. Sales and leasing of content management system and hardware; Taiwan ROC
Digital signage content graphic design and field curation design
The director of AUO Envirotech Inc. Planning, design and development of construction project for Taiwan ROC
environmental protection and related project management
The director of Star River Energy Corporation Venture capital investment Taiwan ROC
The director of Star Shining Energy Corporation. Venture capital investment Taiwan ROC
The director of Darwin Precisions Corporation Manufacturing, design and sales of TFT-LCD modules, TV set, backlight Taiwan ROC
modules and related parts
The director of Qisda Corporation (TWSE: 2352) Manufacturing, sales and services of high-end monitors, opto- Taiwan ROC
mechatronics products and optoelectronics film; the manufacturing,
sales and services of smart business solution; the manufacturing, sales
and services of medical equipment; providing medical services; as well
as the research, development, design, manufacturing and sale of
broadband products, wireless network products and computer
network system equipment.
The director of Adlink Technology Inc. (TWSE: manufactures and sells hardware, software and peripheral devices of Taiwan ROC
6166) industrial computer.
The director of AUO Care Inc. Design, development and sales of software and hardware for health Taiwan ROC
care industry
The director of SINTRONES Technology Corp. R&D, manufacturing, and sales of In-vehicle computing system Taiwan ROC
(TPEx: 6680) products
The director of AUO Display Plus Corporation LCD R&D and sales Taiwan ROC
The director of Da Ping Green Energy Corporation Renewable energy power generation Taiwan ROC
The director of AUO Health Corporation R&D, manufacturing, and sales of medical equipment Taiwan ROC
----- End of picture text -----

(Continued)

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Name	Positions in Other Companies	Main Business	Place of establishment
Representative of AUO Corporation: Yu-Chieh Lin	The Senior Associate Vice President of AUO Corporation (TWSE: 2409)	Research, development, production and sales of TFT-LCDs, as well as production and sales of solar modules and systems	Taiwan ROC
	The Director of YTTEK Technology Corp	Millimeter wave array antenna, millimeter wave high frequency circuit board, intermediate frequency circuit board, algorithm, base frequency FPGA/DSP/CPU implementation, network protocol software,and system integration.	Taiwan ROC

(Continued)

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==> picture [708 x 195] intentionally omitted <==

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

Name Positions in Other Companies Main Business Place of establishment
Chin-Yung Fan The Director and General Manager of Epistar Research, development, manufacturing and sale of Taiwan ROC
Corporation the LED products.
The Director of TE OPTO Corporation sales of LED products. Taiwan ROC
The Chairman of Can Yang Investments Limited Professional investment. Hong Kong
The Director of Jiangsu Canyang Optoelectronics Ltd. Manufacture & sales of LED products. China
The Director of LiteStar JV Holding (BVI) Co., Ltd. Professional investment. British Virgin Islands
The Director of Epicrystal (Hong Kong) Co., Ltd. Professional investment. Hong Kong
The Director of Epicrystal Corporation (ChangZhou) Ltd. Manufacture & sales of LED products. China
Xiu-Mu Tang The Director and General Manager of Lextar Electronics InGaN Epi Wafer & Chips, Package & Module design, Taiwan ROC
Corp. manufacturing and sale businesses
The Director of Vogito Innovation Co., Ltd Design, R&D and sales of health care products Taiwan ROC
The Director of Chuzhou Bwin Techology Corp. R&D, production and sale metals and plastics China
technical product
----- End of picture text -----

 Chin-Yung Fan and Xiu-Mu Tang are valuable managers of the Company. Their current positions are all critical management positions in Ennostar Inc. as well as in the direct or indirect investment companies of Ennostar Group. Ennostar deploys LED industry cooperation from upstream to downstream by strategically established a joint venture company with partners to further expand OEM products and customer base by combining the production capabilities and technological advantages of both parties; Economically speaking, there is no conflict of interest against ENNOSTAR Inc.

(Continued)

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==> picture [712 x 425] intentionally omitted <==

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

Place of
Name Positions in Other Companies Main Business
establishment
Wei-Min Sheng The Independent Director of Episil-Precision Development, manufacturing, and sales of silicon epitaxy and Taiwan ROC
Inc. (TWSE: 3016) compound semiconductor epitaxial wafer
The Independent Director of uPI Power management IC, power element MOSFET Taiwan ROC
Semiconductor Corp. (TWSE: 6719)
The Independent Director of Elite The design, R&D and technical service for DRAM/SRAM, FLASH and Taiwan ROC
Semiconductor Memory Technology Inc. mixed-signal IC
(TWSE: 3006)
Shian-Ho Shen The Director of Anpec Electronics Corporation Design, testing, production, and marketing of Power IC Taiwan ROC
(TPEx: 6138)
The Director of C Sun Mfg Ltd. (TWSE: 2467) Process and equipment of PCB, flat-panel display, semiconductor. Taiwan ROC
photovoltaic and others
The Director of Taiwan Surface Mounting Production solution supplier for TFT-LCD and SMT Taiwan ROC
Technology Corp. (TWSE: 6278)
The Director and General Manager of Chem Sales of electronic switch, vacuum tube, semiconductor device, Taiwan ROC
Tec Corporation microchip, IC, PCB
Wei-Chen Wang The independent director of Taiwan Mask R&D, production and sales of mask and IC Taiwan ROC
Corp (TWSE: 2338)
The Independent Director of Feature Computer IC products Taiwan ROC
Integration Technology Inc. (TPEx: 4951)
The Independent Director of Etron R&D, development, production, manufacturing, testing, and sales of Taiwan ROC
Technology, Inc. (TPEx: 5351) semiconductor devices
En-Te Hsu The Independent Director of Cheng Shin Tire rubber products, etc. Taiwan ROC
Rubber Ind., Co., Ltd. (TWSE: 2105)
The Independent Director of Mobiletron Manufacturing of electronic components (electronic igniters, voltage Taiwan ROC
Electronics Co., Ltd. (TWSE: 1533) regulators, rectifiers); manufacturing of electric tools (electric drills,
nailing machines, etc.)
The Independent Director of Unicon Optical Contact lenses Taiwan ROC
Co., Ltd. (Emerging: 4150)
(Continued)
----- End of picture text -----

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Name	Positions in Other Companies	Main Business	Place of establishment
Chun-Hsin Tsou	The Independent Director of Chaheng Precision Co.,Ltd.(Emerging: 4546)	Manufacturing of aircraft engine components	Taiwan ROC
	The Independent Director of Tcm Biotech International Corp. (Emerging: 4169)	Research and development of new drugs and medical equipment; manufacturing and sales of western medicine products, medical equipment,health brandproducts,and functional foods	Taiwan ROC

(End)

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Appendix 1 ENNOSTAR Inc. Articles of Incorporation

Chapter 1 General Provisions

Article 1 This Company is incorporated in accordance with the provision of the Company Limited by Shares of the Company Act, the full name of the Company is ENNOSTAR Inc. Article 2 The scope of business operated by this company shall be as follows: H201010 General investment Article 3 The Company may provide guarantee for other companies and proceed it in compliance with the Company’s guarantee operation procedure. Article 4 When the Company reinvests in another company as a liability-limited shareholder, the total amount of the Company's reinvestment shall not be subject to the restriction of not more than 40% of the Company's paidup capital as provided in the Company Act. Article 5 The Company is headquartered in Hsinchu City Taiwan and may have branches, offices or business offices set elsewhere domestically and abroad as resolved by the Board of Directors. Article 6 Public announcement of the Company shall be handled in accordance with Article 28 of the Company Act.

Chapter 2 Shares
Article 7 The approved capital of the Company is NT$ 15,000,000,000 divided into 1,500,000,000 shares, at NT$10 par value, and may be issued separately. Among the above-mentioned shares, 50,000,000 shares shall be retained for the exercise of stock options through the issued stock option vouchers, special shares with stock options and bonds with stock options.
Article 8 The issuance of any employee stock options of which the stock option price is less than the closing price shall be determined by a vote of twothirds of the shareholders attending who represent a majority of the total shares issued, and then shall be reported and handled separately in a year from the date of the resolution at the shareholders’ meeting.
Article 9 The transfer of stocks to employees by the Company at the price less than the average price at which the Company has bought the stocks back shall be determined by a vote of two-thirds of the shareholders attending who represent a majority of the total shares issued. In the subjects of convening the meeting of shareholders, the following items shall be mentioned and explained, and shall not be presented through provisional motions.
Transfer price, discount ratio, calculation basis and its rationality
Shares to be transferred, purpose and its rationality

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Qualifications and conditions for the employees entitled to stock options, and shares allowed to be acquired
Items affecting shareholders’ equity:
(1) Amount that might be recognized as expense, and its effect on dilution of the Company’s EPS
(2) Any financial burden to the Company because of the stock transferred to employees at the price less than the average price at which the Company has bought the stock back shall be explained.

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

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

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

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

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

Article 11 The Company is exempted from printing share certificate in accordance with the provisions of Article 161-2 of the Company Act, but shall register the issued shares with the centralized securities depositary enterprise and follow the regulations of that enterprise.
Article 12 The transfer of stock shall not be made 60 days prior to shareholders’ general meeting, 30 days prior to shareholders’ extraordinary meeting, or 5 days prior to dividends and bonus distribution or other interest distribution.
Article 13 Except otherwise provided in laws, share matters of the Company shall be handled in compliance with regulations provided by authorities.
Chapter 3 Shareholders' Meeting
Article 14 There are two kinds of shareholders' meetings in the Company: the General Meetings and extraordinary Meetings. General meeting shall be held once a year. The board of directors shall convene a general meeting within 6 months after the final account at the end of each fiscal year. A extraordinary meeting will be held if necessary.

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Article 15 The general meeting shall be convened by sending the notification to shareholders 30 days prior to the meeting date upon convening. The extraordinary meeting shall be convened by sending the notification to shareholders 15 days prior to the meeting date upon convening. In the notification, the date, place, and subjects of the meeting shall be indicated.
Article 16 Shareholders of the Company have one vote for each share they hold. After the Company is listed, the means of electronic transmission is one of the channels for shareholders to exercise their voting rights.
Article 17 Except otherwise provided in applicant laws, resolutions of the shareholders’ meeting shall be made by a vote of a majority of the shareholders attending who represent a majority of the total number of shares issued.
Article 18 The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting, and distributed to each shareholder within 20 days after the meeting date. The Company may have the minutes served through a public announcement.

Chapter 4 Directors, Supervisors and the Audit Committee

Article 19 The Company shall have five to thirteen directors and two supervisors who shall be elected at a shareholders’ meeting from persons of legal capacity. The term of office is three years, and all directors and supervisors shall be eligible for re-election. The by-election and reelection after the establishment will adopt the candidates nomination system, and the directors and supervisors will be elected from the list of candidates and be eligible for re-election.
When the Company applies the regulations of independent directors, the number of independent directors to be elected among the number of directors in the preceding paragraph shall not be less than three, and shall not be less than one fifth of the number of directors.
The independent directors' professional qualifications, shareholding, concurrent position restrictions, independence determination, nomination and selection methods, and other compliance matters shall be handled in accordance with the relevant laws and regulations.
The Company shall set up a functional committee in accordance with the requirements of the law and depending on the Company's needs. The Company may purchase liability insurance for the directors and supervisors, to the extent of the compensation responsibility assumed in business execution in their term of office according to law. The Board of Directors is authorized to determine the remuneration of directors and supervisors, based on the level of participation and the value of

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

Article 19-1 The Company is a newly incorporated company that is listed by share exchange in accordance with the provisions of Article 31 of the Business Mergers and Acquisitions Act, and the regulations of independent directors shall apply from the year when the first term of the directors and supervisors expires. However, in accordance with practical needs, before the expiration of the first term, the Board of Directors may decide to apply the provisions of independent directors in advance, and in accordance with the provisions of Article 14-4 of the Securities Exchange Act, to set up an audit committee to replace the supervisors. The audit committee is composed of all independent directors. If it is decided to set up an audit committee during the first term, the supervisors will be dismissed at the same time when the audit committee is formed. The composition of the audit committee, authority, rules of procedure and other compliance matters shall be handled in accordance with the relevant regulations of the competent authority. During the establishment of the audit committee, the terms of the supervisors in this Article of Incorporation shall cease to apply except that the supervisors may still apply for the payment of the supervisor’s remuneration for the year in which he/she is appointed.
Article 20 The Board of Directors is organized by the directors. The directors shall elect a Chairman of the Board of Directors, and may elect Vice Chairman of the Board of Directors, from among themselves by a majority in a meeting attended by more than Two-thirds of directors. The Chairman shall have the authority to represent the Company. The Chairman shall preside at the meeting for the Board of Directors. In the event Chairman is incapable of performing duties, Vice Chairman shall act on his behalf pursuant to the Article 208 of the Company Act. If there is no ViceChairman or Vice-Chairman who also asks for leave or is incapable of performing duties, the Chairman shall appoint one of the directors to act on his behalf. In case the Chairman fails to appoint any director to act on his behalf, the person to act on his behalf may be elected by and among the directors. , Directors shall attend the board meeting in person. Any director who is unable to attend the board meeting shall appoint another director as his proxy. Each director is limited to act as a proxy by one person only.

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

The notification of the aforesaid meeting can be made in written, via email or facsimile or other electronic manner.

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Chapter 5 Managers and Employees

Article 22 The Company shall have one President whose appointment, discharge and remuneration shall be handled according to Article 29 of the Company Act.
For the appointment or demission of other non-appointed managers (including but not limited to vice president), the president shall obtain the Chairman’s consent then submit to the Board of Directors to be approved by a majority of directors in a meeting attended by more than half of the directors.
Chapter 6 Accounting
Article 23 The Company’s fiscal year starts from January 1 and ends on December 31. At the end of every year, the Board of Directors shall prepare the statements and records of accounts in compliance with the Company Act and submit it to shareholders’ general meeting for recognition.
Article 24 The Company shall dispatch 0.1% 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 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 Company shall distribute the after-tax profit after annual accounting settlement, shall first make up for the losses, then allocate 10% as legal reserve. However while such legal reserve amounts to the total authorized capital, this provision shall not apply and, if necessary, allocate or reverse special reserve. Balance plus the previous cumulative undistributed earnings to be allocated surplus, in addition to discretion of reservations, the distribution shall be proposed by the Board of directors, if the proposal is to distribute by issuing new shares, it shall be submitted to shareholders’ meeting for resolution; if the proposal is to distribute by cash, according to paragraph 5 of Article 240 of Company Act, it shall be resolved and adopted by a majority vote at a meeting of the Board of directors attended by two-thirds of the total number of

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directors and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. The distribution ratio shall be based on the proportion of shares held by each shareholder.

Chapter 7 Supplementary Provisions

Article 26 Any relevant matter not provided for in these articles of incorporation shall be handled in accordance with related regulations. Article 27 The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020.

The first amendment was adopted on May 31, 2022.

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Appendix 2 ENNOSTAR Inc. Rules for the Procedures of the Shareholders’ Meeting

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

Unless otherwise provided in laws or regulations, a Shareholders’ meeting shall be conducted in compliance with the Rules of Procedure.
While convening the meeting, an attendance register shall be prepared for shareholders present at the meeting to sign-in. A shareholder present shall submit the attendance card in place of sign-in. The number of shares represented by shareholders present in the meeting shall be calculated in accordance with the attendance register or attendance cards submitted by the shareholders present.
The attendance of the meeting and voting in the meeting shall be based on the calculation of shares.
The number of shares represented by shareholders present in the meeting shall be calculated in accordance with the attendance cards submitted by the shareholders present. A shareholder present (or proxy) shall wear certificate of attendance and submit the attendance card in place of signing-in.
The meeting shall be held at the office of the Company, or any other appropriate place that is convenient for the shareholders and suitable for the meeting to be held. The starting time of the meeting shall not be earlier than 9 am or later than 3 pm.
If the meeting is convened by the Board of Directors (the “BOD”), the Chairman of the BOD shall be the chairman of the meeting. If Chairman is on leave, or cannot execute his or her authority for any reason, the Vice Chairman shall preside over the meeting. If there is no Vice Chairman or the Vice Chairman is also on leave, or cannot execute his or her authority for any reason, Chairman shall designate one of the Managing Directors to act on behalf of him or her. If there is no Managing Director, Chairman shall designate one of the directors to preside over the meeting. If Chairman does not designate any proxy to preside over the meeting on his or her behalf, the Managing Directors or directors shall elect one from among themselves to preside over the meeting.
If the meeting is convened by any other person entitled to convene the meeting, not by the BOD, such person shall preside over the meeting.
The Company may designate its lawyers, CPAs or relevant parties to attend the meeting.
The team members handling the business of the meeting shall wear an identification card or a badge.
The chairman may engage disciplinary officers (or security personnel) to assist on keeping the order of the meeting. Such disciplinary officers (or security personnel) shall wear a badge marked “Disciplinary Officers”.

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Any participants of the Shareholders’ meeting shall not bring items which might endanger human life, health, liberty or property.
The chairman may engage police officers to assist on keeping the order of the meeting.
The whole proceedings of the meeting shall be videotaped or tape-recorded. The preceding tapes shall be preserved for at least one year.
The chairman shall call the meeting according to meeting schedule. If the number of shares represented by the shareholders present at the meeting has not yet reached more than 50% of the total issued and outstanding shares of the Company, the chairman may postpone the meeting. The postponements shall be limited to twice at most and the meeting may not be postponed longer than one hour in total. If the shares of the shareholders present at the meeting represent has not yet reached more than 50% but 1/3 of the total issued and outstanding shares or more after the meeting being postponed twice, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act R.O.C.
Before the adjournment of the meeting, if the number of shares represented by the shareholders present at the meeting reaches more than 50% of the total issued and outstanding shares, the chairman may submit the adopted tentative resolution to the meeting for approval in accordance with Article 174 of the Company Act R.O.C.
If the meeting is convened by the BOD, the agenda of the meeting shall be set by the BOD. The meeting shall proceed in accordance with the agenda, unless otherwise resolved by the meeting.
The preceding paragraph shall apply to cases where the meeting is convened by a person, other than the BOD, entitled to convene such meeting. Unless otherwise resolved by the meeting, the chairman shall not adjourn the meeting before all of discussion items (including extraordinary motions) have been resolved. After the meeting is adjourned, shareholders shall not elect another chairman to continue the meeting on site or at another venue.
A meeting shall proceed in accordance with the agenda. In case the speech of any shareholder violates the above provision, the chairman may ask such shareholder to stop speaking.
Except for the discussion items listed in the agenda of the meeting, other motions or amendments or alternatives of the discussion items made by a shareholder at the meeting shall be seconded by other shareholders.
A shareholder who intends to speak in the meeting shall fill out a speech note, specifying therein the summary of the speech, the shareholder’s number (or the number of his or her certificate of attendance) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. A shareholder who only submits his or her speech note but does not actually speak in the meeting shall be considered as not having given such a speech. If the content of the speech of the shareholder are different from the contents of the speech note, the contents of actual speech shall prevail.

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

Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice for each discussion item. Each speech shall not take more than 5 minutes. In the case that any speech violates the foresaid provisions or exceeds the scope of the discussion item, the chairman may ask such shareholder to stop speaking.
A legal entity that is appointed as a proxy to attend the meeting can only designate one representative to attend the meeting.
If a corporate shareholder designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.
After the speech of a shareholder, the chairman may respond by himself/herself or appoint an appropriate person to respond.
The chairman may announce to end the discussion on the discussion items and submit them to be resolved when the chairman deems appropriate.
20 Unless a majority of more than 50% is required by the Company Act R.O.C. or the Articles of Incorporation, a resolution of the meeting shall be adopted by at least 50% majority of votes represented by the shareholders present at the meeting. The calculation of votes represented by the shareholders is based on the Articles in the Company Act R.O.C. or the Articles of Incorporation. A resolution of the meeting shall be adopted if it has been voted. If no objection is voiced after solicitation by the chairman, the resolution shall be deemed adopted and shall have the same effect as if it has been voted.
If there is an amendment or alternative for a discussion item, the chairman may combine the amendment or alternative into the original discussion item, and determine the sequence of voting for such discussion item. If any above item has been resolved, the others shall be deemed vetoed and no further voting is required.
Scrutinizers and vote counters shall be designated by the chairman. The result of voting shall be announced at the meeting, and recorded in the meeting minutes. Scrutinizer shall be the shareholders. The supervisory work includes supervising the procedure of voting, improper voting, vote validation and the record prepared by vote counters.
A ballot is invalid if one of the following conditions is met and the vote shall not be counted:
(1) Not using ballots printed by the Company.
(2) A ballot which is not inserted into the ballot box.
(3) A blank ballot without written words or written comments based on discussion items.
(4) A ballot with written words other than required items.
(5) The handwriting is blurred, not identifiable, or written over.
(6) The proxy violates “Rules Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies” in handling ballots.

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During the meeting, the chairman may set time for intermission at his or her discretion.
In the event of any air-raid alarm, earthquake or force majeure, the chairman may adjourn the meeting temporarily and the participants shall evacuate themselves respectively. The chairman shall resume the meeting subject to the actual situation.
Any matters insufficiently address herein shall be subject to the Company Act R.O.C., laws and regulations or Articles of Incorporations concerned.
The Rules of Procedure and any amendment thereto, shall be implemented after approval by the Shareholders’ Meeting.

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Appendix 3 ENNOSTAR Inc. Rules for Elections of Directors and Supervisors

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

Unless otherwise stipulated in regulations or Articles of Incorporation of ENNOSTAR Inc. (hereinafter “the Company”), the election(s) of directors and supervisors of the Company shall be subject to the Rules of Electing Directors and Supervisors (hereinafter “the Rules”).
The election(s) of the Company’s directors and supervisors may be conducted individually or simultaneously in Stockholders’ Meeting. The Company should prepare the ballots for directors and supervisors separately, and mark the weighting of each vote. The election of directors and supervisors shall be conducted in accordance with candidates’ nomination system and procedures stipulated in Article 192-1 of the Company Act.
Where the Company has established an Audit Committee under Article 19-1 of the Articles of Incorporation, the provisions regarding supervisors shall be no longer applicable within the tenure of an Audit Committee.
The cumulative voting method shall be used for the election of directors and supervisors in the Company. Each share will have voting rights in number equal to the directors or supervisors to be elected. The shares can be consolidated together to vote on one person or vote on different people. Independent and non-independent directors shall be elected simultaneously, but the number of seats to be elected shall be calculated respectively.
The number of directors and supervisors will be as specified in this Company's Articles of incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When there are more than 2 persons receiving the same number of votes above the regulated number, these two candidates should draw a lot to decide elected. The chairman shall draw the lot for those who are not present. When the same person is elected for both a director and supervisor, he or she should decide which position he/she would like to take and leave the other opening (director or supervisor) for the second runner up.
Before the election, the chairman should designate several scrutinizers and ballot counters to perform related duties. The scrutinizers may be from the attending shareholders.
The Company should prepare the ballot box and open it for the public to check before voting procedure.

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If any candidate is also a stockholder, voter shall fill the account name and stockholder account number of the candidate in the column of “candidate” on the ballot; for the candidate is not a stockholder, voter should fill in the name and identification card number of the candidate. However, if the candidate is government or corporate stockholder, the column of “candidate” should be filled with the name of the government or the corporate, or with the name of their representative as well. When there is more than one representative for the government or company, all representatives’ names should be noted.
The ballots shall be invalid under any of the following situations:
(1) The ballot is not prepared by the Company.
(2) The ballot casted into the box is blank.
(3) The writing on the ballot is vague, unrecognizable or altered.
(4) The name and account number of the candidates on the ballots for candidates who are also stockholders are inconsistent with Stockholders register. Or the name and identification card number of the candidates who are non-stockholders are inconsistent with records after verification.
(5) There are other words written on the ballots besides the name, stockholder’s account name and account number, identification card number and distributed votes of the candidate.
(6) The name of the candidate on the ballot is same with other stockholder and the voter did not fill in the candidate’s account number of stockholder or identification card number for distinction.
(7) The ballot is not put into the ballot box before the end of the vote.
After voting, the ballot box should be opened and ballot counting should commence immediately. The result of the election should be announced by the chairman on the scene.
The Rules and any amendment hereto, will be put into force after the approval from the Stockholders’ Meeting.

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Appendix 4 The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

Not applicable.

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Appendix 5 ENNOSTAR Inc.

Current Shareholding of Directors

==> picture [462 x 384] intentionally omitted <==

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

Date elected Number of shareholding
Position Name
(y/m/d) shares %
Chairman Biing-Jye Lee 2020/08/07 732,247 0.10%
Representative of AUO
Director Corporation: Shuang-Lang 2020/08/07 93,568,898 12.40%
(Paul) Peng
Director Feng Cheng (David) Su 2020/08/07 995,512 0.13%
Director Chin-Yung Fan 2020/08/07 133,506 0.02%
Independent
Wei-Min Sheng 2021/08/11 0 0.00%
Director
Independent
Sen-Tai Wen 2021/08/11 0 0.00%
Director
Independent
Chi-Yen Liang 2021/08/11 0 0.00%
Director
Independent
Shian-Ho Shen 2021/08/11 0 0.00%
Director
Independent
Wei-Chen Wang 2021/08/11 0 0.00%
Director
----- End of picture text -----

Note 1: The record (base) date is the date on which transfer is suspended, i.e., April 2, 2023. As of April 2, 2023, the total Issued shares is 754,783,960 shares.

Note 2: According to Paragraph 5 of Article 2 of the " Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies ", If the number of independent directors selected exceeds one-half of the total number of directors and an audit committee has been established in accordance with the law, the minimum shareholding percentage of all directors and supervisors is not applicable.

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AI assistant

ENNOSTAR — AGM Information 2023

52376_rns_2023-06-09_88cfae56-d8a4-486f-8b5f-ac1b19ea64c8.pdf

ENNOSTAR Inc.

2023 Annual General Shareholders’ Meeting

Meeting Agenda

【Translation】

Table of Contents

ENNOSTAR Inc.

Procedures for the 2023 Annual General Shareholders’ Meeting

ENNOSTAR Inc.

Agenda of the 2023 Annual General Shareholders’ Meeting

IV. Chairman’s Address

V. Meeting Items

5. Extemporary Motions

6. Adjournment

Reported matters

1. The 2022 Business Report. (proposed by the Board)

Explanation:

2. Audit Committee's report of 2022 audited financial report and the communication between independent directors and internal audit officer. (proposed by the Board)

Explanation:

3. To report 2022 employees' profit sharing and directors' compensation. (proposed by the Board)

Explanation:

4. To report 2022 earnings distribution. (proposed by the Board)

Explanation:

Explanation:

Acknowledged matters

1. 2022 Business Report and Financial Statements. (proposed by the Board)

Explanation:

Resolution:

2. 2022 earnings distribution. (proposed by the Board)

Explanation:

Resolution:

Election matters

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

Explanation:

Voting Results:

Matters for Discussion

1. To amend "Procedures for Endorsements and Guarantees". (proposed by the Board)

Explanation:

Resolution:

2. To release the directors from non-competition restrictions. (proposed by the Board)

Explanation:

Resolution:

Extemporary Motions

Adjournment

Attachment 1

ENNOSTAR Inc. 2022 Business Report

Starting from core competence to carry out multi-disciplinary layout, and strengthening enterprise resilience to become the best compound semiconductor investment platform

Ennostar Incorporates ESG While Moving Forward to Create Its Sustainable Excellence Formula

Attachment 2

Audit Committee’s Review Report

To: ENNOSTAR Inc. Annual General Shareholders’ Meeting of 2023

Attachment 3

ENNOSTAR Inc.

Communication between members of the Audit Committee and the head of Internal Auditor

Attachment 4

ENNOSTAR Inc. Securities by way of Private Placement in 2022

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Key audit matters

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, 2022 AND 2021

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

Year ended December 31

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

ENNOSTAR AGM Information 2023