ENNOSTAR - AGM Information 2023 | FinancialReports.eu

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ENNOSTAR Inc.

2023 Annual General Shareholders’ Meeting MINUTES (Translation)

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)

Attendants: All shareholders and their proxy holders, representing 514,021,059 shares (amongst them 287,069,904 shares voted via electronic transmission), or 68.38 % of the total 751,658,083 outstanding shares (3,125,877 non-voting shares have been deducted according to the second paragraph of Section 179 in Company Act).

Board Members Present: Biing-Jye Lee, Shuang-Lang (Paul) Peng, Chin-Yung Fan, Wei-Min Sheng, Shian-Ho Shen and Wei-Chen Wang.

Attendees: Chien-Hung Chou CPA and Ya-Huei Cheng CPA of PricewaterhouseCoopers, Taiwan, LinSheng Li Attorney of Lee Hsu & Wang Attorney-at-Law.

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

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. Reported matters

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

Explanation:

The 2022 Business Report is attached hereto as Attachment 1 (page 7~10).

(Acknowledged)

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 11) and Attachment 3 (page 12).

(Acknowledged)

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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.

(Acknowledged)

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.
(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.

(Acknowledged)

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 13~15) for related information. (Acknowledged)

IV. 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

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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 7~10) and Attachment 5 (page 16~37).

Voting Results:

Shares represented at the time of voting: 514,021,059

Voting Results: Shares represented at the time of voting: 514,021,059
Voting Results	% of the total represented share present
Votes in favor: 485,024,018 votes (258,181,161 votes)	94.35%
Votes against: 176,446 votes (176,446 votes)	0.03%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 28,820,595 votes (28,712,297 votes)	5.62%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

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 38).

Voting Results:

Shares represented at the time of voting: 514,021,059

Voting Results	% of the total represented share present
Votes in favor: 485,710,651 votes (258,867,794 votes)	94.49%
Votes against: 313,016 votes (313,016 votes)	0.06%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 27,997,392 votes (27,889,094 votes)	5.45%

including votes casted electronically (numbers in brackets)

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Resolution:

The above proposal be and hereby was approved as proposed.

V. 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 39~42) for the personal information of candidates for directors.

Voting Results:

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

Title	Name	Votes Received
Director	Shuang-Lang (Paul) Peng	686,178,428
Director	Chin-Yung Fan	504,769,478
Director	Representative of AUO Corporation: Yu-Chieh Lin	496,327,619
Director	Xiu-Mu Tang	487,954,916
Independent Director	Wei-Min Sheng	424,524,799
Independent Director	Shian-Ho Shen	419,600,984
Independent Director	Wei-Chen Wang	415,675,562
Independent Director	En-Te Hsu	411,689,796
Independent Director	Chun-Hsin Tsou	407,685,667

VI. 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 43).

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Voting Results:

Shares represented at the time of voting: 514,021,059

Voting Results	% of the total represented share present
Votes in favor: 483,803,554 votes (256,960,697 votes)	94.12%
Votes against: 186,263 votes (186,263 votes)	0.04%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 30,031,242 votes (29,922,944 votes)	5.84%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

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 44~49).

Voting Results:

Shares represented at the time of voting: 514,021,059

Voting Results	% of the total represented share present
Votes in favor: 483,178,381 votes (256,335,524 votes)	93.99%
Votes against: 535,411 votes (535,411 votes)	0.10%
Votes invalid: 0 votes (0 votes)	0.00%
Votes abstained: 30,307,267 votes (30,198,969 votes)	5.91%

including votes casted electronically (numbers in brackets)

Resolution:

The above proposal be and hereby was approved as proposed.

VII. Extemporary Motions: None.

VIII.Other records

Shareholder’s Question (Shareholder account number: 187401):

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Due to the current demand for Micro LED for cars, Does it reshape the Company's investment direction?
Did you adjust the Mini LED’s development to respond to he technical breakout from OLED?
How much revenue can the Micro LED contribute from 5,000 pc/set?

Chairman Biing-Jye Lee’s Answer:

Micro LED is generally considered to be the ultimate next-generation display technology, and its high penetrability is also very suitable for automotive and AR/VR products. Therefore, Micro LED is a very important development direction for the Company the future. In 2022, the company signed a bank joint loan of NTD13 billion, most of which are invested in the Micro LED project.
The expansion of the Mini LED market, although there is still room for effort in terms of cost reduction, is expected to continue to grow in automotive, high-end IT and TV products that require high brightness and long product life.
The production capacity of 5,000 piece/set in the first stage of the company, in addition to hoping to reduce costs rapidly and generate profit margins through increasing mass production experience, is also used as the basis for expanding larger production capacity in the next step.
IX. Adjournment ： Meeting ended at 9:49 am

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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.

1. 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.

3. 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 Po-Yi 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

Date	Nature of meeting	Communication focus	Communication results / handling situation
2022.02.24	The Audit Committee	1. The internal Audit Execution Report for the fourth quarter of 2021 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 thequestions raised bythe independent directors	No opinion
2022.05.05	The Audit Committee	1. The internal Audit Execution Report for the first quarter of 2022 2. Amend the internal control system/ internal audit implementation rules	1. No opinion 2. Amendments were submitted to the Audit Committee and the Board of Directors for approval
2022.08.04	The Audit Committee	1. The internal Audit Execution Report for the Second quarter of 2022 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	No opinion
2022.11.03	The Audit Committee	1. The internal Audit Execution Report for the third quarter of 2022 2. 2023 Annual Audit Plan 3. Revise the "Internal Control System", "Internal Audit Implementation Rules" and "Self-Assessment Measures for Internal Control System"	1. No opinion 2. Amendments were submitted to the Audit Committee and the Board of Directors for approval

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Attachment 4

ENNOSTAR Inc.

Securities by way of Private Placement in 2022

Attachment 4	ENNOSTAR Inc. Securities by way of Private Placement in 2022
Item	2022 First private placement of common stock Issue date was August 31,2022(deliverydate).
Types of Securitiesprivately 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 liquidityand 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,financingthrough thisprivateplacement could increase the flexibilityof fundingsources.	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,financingthrough thisprivateplacement could increase the flexibilityof fundingsources.	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,financingthrough thisprivateplacement could increase the flexibilityof fundingsources.	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,financingthrough thisprivateplacement could increase the flexibilityof fundingsources.	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,financingthrough thisprivateplacement could increase the flexibilityof fundingsources.
The date of receivingfund	The total raised fund was NTD 3,627,400 thousand on July8th,2022.
Specific subscribers	Subscriber	Qualification	Subscription amount	Relation	Participation in the Company’s operation
	AUO Corporation	In accordance with the article 43-6, Paragraph 1,subparagraph 3.	67,250 thousand shares	Director of the Company	To integrate the industry chain and to assure long-term cooperation and confidentiality of technology.
	INNOLUX Corporation	In accordance with the article 43-6, Paragraph 1,subparagraph 3.	2,750 thousand shares	None	None
Actualprivateplacementprice	NTD 51.82
The difference between the actual private placement price and reference price	The actual price was NTD 51.82 equivalent to 90% of the reference price NTD 57.57 in accordance with the resolution of shareholders meeting.
Impact on the rights and interests of the Company’s shareholders	The issuance number of private equity ordinary shares was 70,000 thousand ordinary shares, approximately 9.27% of the equity after the capital increase.
The plan and execution of private placement application	The funds of private placement would be invested in capital expenditure of Micro LED 6-inch fab and related equipment. NTD 318,252 thousand has been used till Dec. 31, 2022 and rest of the funds would be devoted on schedule bythe 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.

~18~

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.

~19~

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.

~20~

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

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

Li, Tien-Yi Chou, Chien-Hung

For and on behalf of PricewaterhouseCoopers, Taiwan February 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.

~21~

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 )

~22~

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

~23~

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
				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 )

~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	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

~25~

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)

					Equityattribu	table to owners of thepa	rent	rent
	Share capital - common stock		Capital surplus		RetainedEarnings		Otherequityinterest		Treasurystocks		Total
				Legal reserve	Special reserve	Unappropriated retained earnings	Cumulative translation differences of foreign operations	Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
$ 10,887,014 - - - 1,416,020 - - - - - - - ( 7,013 ) ( 5,443,507 ) $ 6,852,514 $ 6,852,514 - - - - - - 700,000 - - - - - ( 4,674 ) $ 7,547,840		$ 36,115,456 - - - 10,308,626 574,746 ( 7,754 ) 195,791 115,823 - - ( 12,616 ) 7,013 ( 3,466,447 ) $ 43,830,638 $ 43,830,638 - - - - - - 2,927,400 ( 257,645 ) 104,634 ( 188,037 ) - - 4,674 $ 46,421,664		$ - - - - - - - - - - - - - - $ - $ - - - - 216,945 - - - - - - - - - $ 216,945	$ - - - - - - - - - - - - - - $ - $ - - - - - 290,598 - - - - - - - - $ 290,598	($ 7,908,188 ) 2,178,349 71 2,178,420 - - - - - ( 8,974 ) - - - 7,908,188 $ 2,169,446 $ 2,169,446 38,024 19,477 57,501 ( 216,945 ) ( 290,598 ) ( 1,365,881 ) - - - ( 45,848 ) - ( 160,653 ) - $ 147,022	($ 730,022 ) - ( 404,982 ) ( 404,982 ) - - ( 1,553 ) - - - - - - 730,022 ($ 406,535 ) ($ 406,535 ) - 442,615 442,615 - - - - - - 3 - - - $ 36,083	($ 271,742 ) - 162,018 162,018 - - - - - 8,974 - - - 271,742 $ 170,992 $ 170,992 - ( 292,718 ) ( 292,718 ) - - - - - - - - 160,653 - $ 38,927	($ 485,137 ) - - - - - - - 190,327 - - - - - ($ 294,810 ) ($ 294,810 ) - - - - - - - - - - - - - ($ 294,810 )	$ 37,607,381 2,178,349 ( 242,893 ) 1,935,456 11,724,646 574,746 ( 9,307 ) 195,791 306,150 - - ( 12,616 ) - ( 2 ) $ 52,322,245 $ 52,322,245 38,024 169,374 207,398 - - ( 1,365,881 ) 3,627,400 ( 257,645 ) 104,634 ( 233,882 ) - - - $ 54,404,269		$ 2,103,915 ( 279,875 ) ( 72,638 ) ( 352,513 ) 239,900 - - - - - 291,496 - - - $ 2,282,798 $ 2,282,798 ( 604,407 ) 36,681 ( 567,726 ) - - - - - - - 541,655 - - $ 2,256,727	$ 39,711,296 1,898,474 ( 315,531 ) 1,582,943 11,964,546 574,746 ( 9,307 ) 195,791 306,150 - 291,496 ( 12,616 ) - ( 2 ) $ 54,605,043 $ 54,605,043 ( 566,383 ) 206,055 ( 360,328 ) - - ( 1,365,881 ) 3,627,400 ( 257,645 ) 104,634 ( 233,882 ) 541,655 - - $ 56,660,996

~26~

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
		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)

~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
		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

~28~

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.

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Key audit matters

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

The key audit matters in relation to the parent company only financial statements for the year ended December 31, 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.

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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)

					Year	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)

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

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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	Year ended 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

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Attachment 6

ENNOSTAR Inc. Profit Distribution Table Year 2022

Year 2022
	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 through other comprehensive income	(160,653,591)
difference between consideration and carrying amount of subsidiaries acquired or disposed	(45,847,613)
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 December 31,2022		282,693,241
Distribution Item:
Cash dividends (NT$0 per share)	0
Unappropriated Retained Earnings		282,693,241
Chairman: President: Biing-Jye Lee Biing-Jye Lee	Accounting Supervisor: Po-Yi Chang

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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

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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

~40~

nomination title	Name	Gender	Education / Major Past Positions	Current Positions	Number of Shares(2023.04.02)
Independent Director	Wei-Chen Wang	Male	✓ Department of Accounting, National Chengchi University ✓ CPA, PwC Taiwan	✓ The independent director and Remuneration Committee member of 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,ZhichengCo-AccountingFirm	0
Independent Director	En-Te Hsu	Male	✓ PhD Accounting National Taiwan University ✓ The independent director and Remuneration Committee member of Silicon Touch Technology Inc. (TPEx: 3288)	✓ Professor of Department of Accounting in Tunghai University. ✓ Director of Accounting and Industry Research Center in Tunghai University. ✓ Director of EMBA Tunghai University. ✓ 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)	0

~41~

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.

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Attachment 8

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.

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Attachment 9

ENNOSTAR Inc.

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

Name	Positions in Other Companies	Main Business	Place of establishment
Shuang-Lang (Paul) Peng	The Chairman and Chief Strategic Officer 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 Qisda Corp. (TWSE: 2352)	Manufacturing, sales and services of high-end monitors, opto- 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.	Taiwan ROC
	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 (Shanghai)Corp.	Manufacturing and assemblyof TFT-LCD modules; leasing	China
	The Chairman of AU Optronics(Kunshan)Co.,Ltd.	Manufacturingand sales of TFT-LCDpanels	China
	The Executive Director of AU Optronics (Shanghai) Co., Ltd.	Sales support of TFT-LCD panels	China
	The Chairman of AU Optronics Singapore Pte. Ltd.	Holdingcompanyand sales support of TFT-LCDpanels	Singapore
	The Director of AU Optronics(L)Corp.	HoldingCompany	Labuan
	The Chairman of KonlyVenture Corp.	Venture capital investment	Taiwan ROC
	The Chairman of RonlyVenture Corp.	Venture capital investment	Taiwan ROC
	The Director of AUO Digitech(CAYMAN)Limited	HoldingCompany	Cayman Islands
	The Director of AUO Digitech HoldingLimited	HoldingCompany	Cayman Islands
	The Director of AUO Digitech Pte. Ltd.	Holding Company; Sales and software development of software and hardware integration systems related to intelligent manufacturing	Singapore
	The Chairman of AUO Digitech (Suzhou) Co., Ltd.	Business management consulting, technology promotion, and application services	China

⚫ 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)

~44~

Name	Positions in Other Companies	Main Business	Place of establishment
AUO Corporation	The director of KonlyVenture Corp.	Venture capital investment	Taiwan ROC
	The director of RonlyVenture Corp.	Venture capital investment	Taiwan ROC
	The director of AUO Crystal Corp.	Manufacturingand sale of ingots and solar wafers	Taiwan ROC
	The director of Space Money Inc.	Sales and leasing of content management system and hardware; Digital signage contentgraphic design and field curation design	Taiwan ROC
	The director of AUO Envirotech Inc.	Planning, design and development of construction project for environmentalprotection and relatedproject management	Taiwan ROC
	The director of Star River EnergyCorporation	Venture capital investment	Taiwan ROC
	The director of Star ShiningEnergyCorporation.	Venture capital investment	Taiwan ROC
	The director of Darwin Precisions Corporation	Manufacturing, design and sales of TFT-LCD modules, TV set, backlight modules and relatedparts	Taiwan ROC
	The director of Qisda Corporation (TWSE: 2352)	Manufacturing, sales and services of high-end monitors, opto- 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.	Taiwan ROC
	The director of Adlink Technology Inc. (TWSE: 6166)	manufactures and sells hardware, software and peripheral devices of industrial computer.	Taiwan ROC
	The director of AUO Care Inc.	Design, development and sales of software and hardware for health care industry	Taiwan ROC
	The director of SINTRONES Technology Corp. (TPEx: 6680)	R&D, manufacturing, and sales of In-vehicle computing system products	Taiwan ROC
	The director of AUO DisplayPlus Corporation	LCD R&D and sales	Taiwan ROC
	The director of Da PingGreen EnergyCorporation	Renewable energy powergeneration	Taiwan ROC
	The director of AUO Health Corporation	R&D,manufacturing,and sales of medical equipment	Taiwan ROC

(Continued)

~45~

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)

~46~

Name	Positions in Other Companies	Main Business	Place of establishment
Chin-Yung Fan	The Director and General Manager of Epistar Corporation	Research, development, manufacturing and sale of the LEDproducts.	Taiwan ROC
	The Director of TE OPTO Corporation	sales of LEDproducts.	Taiwan ROC
	The Chairman of Can YangInvestments Limited	Professional investment.	HongKong
	The Director of Jiangsu CanyangOptoelectronics Ltd.	Manufacture & sales of LEDproducts.	China
	The Director of LiteStar JV Holding (BVI)Co.,Ltd.	Professional investment.	British Virgin Islands
	The Director of Epicrystal(HongKong)Co.,Ltd.	Professional investment.	HongKong
	The Director of Epicrystal Corporation(ChangZhou)Ltd.	Manufacture & sales of LEDproducts.	China
Xiu-Mu Tang	The Director and General Manager of Lextar Electronics Corp.	InGaN Epi Wafer & Chips, Package & Module design, manufacturingand sale businesses	Taiwan ROC
	The Director of Vogito Innovation Co.,Ltd	Design,R&D and sales of health careproducts	Taiwan ROC
	The Director of Chuzhou Bwin Techology Corp.	R&D, production and sale metals and plastics technicalproduct	China

⚫ 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)

~47~

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

(Continued)

~48~

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)

~49~

AI assistant

ENNOSTAR — AGM Information 2023

52376_rns_2023-06-09_aa047ec5-e28c-4bb9-9810-d36c266241d8.pdf

ENNOSTAR Inc.

2023 Annual General Shareholders’ Meeting MINUTES (Translation)

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. 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:

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:

IV. Acknowledged matters

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

Explanation:

Voting Results:

Resolution:

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

Explanation:

Voting Results:

Resolution:

V. Election matters

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

Explanation:

Voting Results:

VI. Matters for Discussion

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

Explanation:

Voting Results:

Resolution:

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

Explanation:

Voting Results:

Resolution:

VII. Extemporary Motions: None.

VIII.Other records

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

1. Next-Generation Displays

3. Sensors

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

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

YEARS ENDED DECEMBER 31, 2022 AND 2021

ENNOSTAR AGM Information 2023