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ENNOSTAR — AGM Information 2025
Jun 10, 2025
52376_rns_2025-06-10_fe6143c4-02b2-4696-b0cf-b8ce0f6ca080.pdf
AGM Information
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ENNOSTAR Inc.
2025 Annual General Shareholders’ Meeting Minutes
(Translation)
[Method of shareholders' meeting: hybrid shareholders' meeting]
Time: 9:00 a.m. on Friday, May 23, 2025
Place: No. 1, Gongye E. 3rd Rd., Hsinchu Science Park, Hsinchu City, Taiwan
(AUO GRC Meeting Room)
- Attendants: All shareholders and their proxy holders, representing 520,194,036 shares (including 269,863,960 shares voted via electronic transmission), or 70.61 % of the total 736,658,083 outstanding shares (1,282,377 non-voting shares have been deducted according to the second paragraph of Section 179 in Company Act).
Board Members Present: Shuang-Lang (Paul) Peng, Chin-Yung Fan, Hsiu-Mu Tang, Yu-Chieh Lin, Wei-Min Sheng, Shian-Ho Shen, Wei-Chen Wang, En-Te Hsu and Chun-Hsin Tsou.
Attendees: Tien-Yi Li CPA of PricewaterhouseCoopers, Taiwan, Lee Lin Sheng Attorney
Chairperson : Shuang-Lang (Paul) Peng Chairman Minute Recorder : Hsing-Chia Liu
I. Chairman announced commencement.
II. Chairman’s Address(omitted)
III. Report Items
1. 2024 Business Report. (proposed by the Board)
Explanation:
The 2024 Business Report is attached hereto as Attachment 1 (page 8 ~14).
2. The Audit Committee's report of the 2024 audited financial report and the communication between members of the Audit Committee and internal audit officer. (proposed by the Board)
Explanation:
The Audit Committee’s Review Report is attached hereto as Attachment 2 (page 15). The communication between members of the Audit Committee and internal audit officer is attached hereto as Attachment 3 (page 16).
3. To report 2024 employees' profit sharing and directors' compensation. (proposed by the Board)
1
Explanation:
Considering the loss in 2024 and pursuant to the Articles of Incorporation, the 2024 employees' profit sharing and directors' compensation will be not distributed. There is also no relative estimated expense in 2024.
4. To report 2024 Directors' Remuneration. (proposed by the Board)
Explanation:
-
(1) Remuneration Policy
-
i. Variable remuneration
- Pursuant to Articles of Incorporation, Directors' Remuneration is dispatched no more than 2% of annual profit and the Board of Directors is authorized to determine the remuneration of directors based on the level of participation, the value of contribution to the Company's business operations, and the common remuneration level in the same industry. The Board’s regular selfevaluation scope each year covers the evaluation of the Board as a whole, individual directors, and functional committees, and the evaluation results of his or her performance will be taken into individual director's remuneration.
-
ii. Fixed remuneration
- Consider that independent directors need to have professional work or industry experience, corporate governance and ESG expertise, and considerable understanding of the Company for them to offer deep insights into the Company's business strategy, and be obviously helpful when judging and performing duty; Also, by considering the laws and regulations impose independent directors for certain responsibilities and obligations while referring to industry standards and benchmark companies in other industries, each director/independent director is paid with a fixed annual salary. If a director also serves as the chair of a functional committee, the weight will be multiplied by a certain percentage.
-
iii. Attendance subsidy
- The attendance of directors and members of functional committees will be subsidized for attendance allowance/transportation subsidies.
-
(2) Contents and amounts of individual remuneration paid to Directors in 2024 are attached hereto as Attachment 4 (page 17).
5. To report on the implementation status of the cash capital increase in a private placement of common shares adopted by the 2022 Annual General Shareholders' Meeting. (proposed by the Board)
Explanation:
-
(1) The Annual General Shareholders' Meeting on May 31, 2022, resolved to increase capital by issuing 70 million common shares for private placement and the actual private placement price was NT$51.82 per share. The Company collected the sufficient payment for shares on July 8, 2022. In accordance with the provisions of Article 5 of “Directions for Public Companies Conducting Private Placements of Securities”, the Company shall report to the shareholders' meeting.
-
(2) Related information is attached hereto as Attachment 5 (page 18 ~20).
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6. To report cash distribution from capital surplus in 2024. (proposed by the Board) Explanation:
-
(1) After 2023 deficit compensation proposal has been recognized on 2024 Annual General Shareholders’ Meeting, it is proposed to distribute NT$677,646,414 from the capital surplus of the issuing premium of the par value of the common share pursuant to Article 241 of the Company Act (NT$0.91829415 per share, i.e. NT$918 for every 1,000 common shares held). The distribution will be based on the list of shareholders registered as of the record date of cash distribution of capital surplus. The aforementioned cash distribution will be paid to the rounded-down full NT dollar.
-
(2) The Chairman was authorized to determine the record date and payment date. The record date was determined to be July 2, 2024 and cash has been paid on July 29, 2024.
7. To report on the implementation status of share buyback in 2024. (proposed by the Board) Explanation:
- Related information is attached hereto as Attachment 6 (page 21)
8. To report related party transactions in 2024. (proposed by the Board) Explanation:
In accordance with the provisions of Item 2 of Paragraph 5, Article 3 of “Procedures for Related Party and Group Company Transactions”, the Company shall report related party transactions to the shareholders' meeting. Related information is attached hereto as Attachment 7 (page 22~23).
IV. Recognition Items
1. To recognize 2024 Business Report and Financial Statements. (proposed by the Board) Explanation:
-
(1) The 2024 Business Report and Financial Statements that were approved by the Board of Directors’ Meeting on February 21, 2025, have been audited by Tien-Yi Li CPA, and Chien-Hung Chou CPA of PricewaterhouseCoopers and reviewed by the Audit Committee. The Audit Committee’s report was issued accordingly.
-
(2) The 2024 Business Report, Audit Report from the Certified Public Accountant (CPA), and Financial Statements are attached hereto as Attachment 1 (page 8~14) and Attachment 8 (page 24~47).
Voting Results:
Shares represented at the time of voting: 520,193,036
| Voting Results | % of the total represented share present |
|---|---|
| Votes in favor: 479,931,033 votes (229,659,027votes) |
92.26% |
| Votes against: 374,232 votes (374,232 votes) |
0.07% |
3
| Voting Results | % of the total represented share present |
|---|---|
| Votes invalid: 0 votes (0 votes) |
0.00% |
| Votes abstained: 39,887,771 votes (39,830,701 votes) |
7.66% |
- including votes casted electronically (numbers in brackets)
Resolution:
The above proposal be and hereby was approved as proposed.
2. To recognize 2024 deficit compensation proposal. (proposed by the Board) Explanation:
-
(1) The Company’s net loss after tax of 2024 was NT$1,385,074,015. The accumulated deficit was NT$1,422,636,865 by considering changes in actuarial gains and losses, disposal of equity instruments at fair value through other comprehensive income, and difference between consideration and carrying amount of subsidiaries acquired and disposed. It is proposed to offset the losses by capital surplus-additional paidin capital arising from ordinary shares.
-
(2) The Deficit Compensation Table is attached hereto as Attachment 9 (page 48).
Voting Results:
Shares represented at the time of voting: 520,193,036
| Voting Results | % of the total represented share present |
|---|---|
| Votes in favor: 480,376,627 votes (230,104,621votes) |
92.34% |
| Votes against: 592,052 votes (592,052 votes) |
0.11% |
| Votes invalid: 0 votes (0 votes) |
0.00% |
| Votes abstained: 39,224,357 votes (39,167,287 votes) |
7.54% |
- including votes casted electronically (numbers in brackets)
Resolution:
The above proposal be and hereby was approved as proposed.
V. Discussion Items
1. To approve the amendments to “Articles of Incorporation.” (proposed by the Board)
Explanation:
-
(1) Amend reason:
-
i. It is proposed to change the Chinese name of the Company from “富采投資控
股股份有限公司” to “富采控股股份有限公司” and amend partial articles for
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operational development needs.
-
ii. According to the amendment to Article 14 of ”Securities and Exchange Act”, it is proposed to allocate a certain percentage of annual earnings for compensation distributions for non-executive employees.
-
(2) Comparison Table for Amendments is attached hereto as Attachment 10 (page 49~51).
Voting Results:
Shares represented at the time of voting: 520,193,036
| Voting Results | % of the total represented share present |
|---|---|
| Votes in favor: 480,446,571 votes (230,174,565 votes) |
92.35% |
| Votes against: 427,009 votes (427,009 votes) |
0.08% |
| Votes invalid: 0 votes (0 votes) |
0.00% |
| Votes abstained: 39,319,456 votes (39,262,386 votes) |
7.55% |
- including votes casted electronically (numbers in brackets)
Resolution:
The above proposal be and hereby was approved as proposed.
2. To approve the amendments to “Procedures for Loaning Funds to Other Parties.” (proposed by the Board)
Explanation:
- (1) Amend reason:
It is proposed to amend the partial articles of“Procedures for Loaning Funds to Other Parties” for operation needs.
(2) Comparison Tables for Amendments is attached hereto as Attachment 11 (page52~55).
Voting Results:
Shares represented at the time of voting: 520,193,036
| Voting Results | % of the total represented share present |
|---|---|
| Votes in favor: 480,416,055 votes (230,144,049 votes) |
92.35% |
| Votes against: 423,671 votes (423,671 votes) |
0.08% |
| Votes invalid: 0 votes (0 votes) |
0.00% |
| Votes abstained: 39,353,310 votes (39,296,240 votes) |
7.56% |
- including votes casted electronically (numbers in brackets)
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Resolution:
The above proposal be and hereby was approved as proposed.
3. To release the directors from non-competition restrictions. (proposed by the Board) Explanation:
-
(1) According to Article 209 of “Company Act”, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
(2) It is proposed to approve to release the list of Company’s directors from noncompetition restrictions without damaging the interests of the Company. A list of releasing the directors from non-competition restrictions proposed to be approved by the 2025 Annual General Shareholders’ Meeting is attached hereto as Attachment 12 (page 56)
Voting Results:
Shares represented at the time of voting: 520,193,036
| Voting Results | % of the total represented share present |
|---|---|
| Votes in favor: 480,185,225 votes (229,913,219 votes) |
92.30% |
| Votes against: 789,828 votes (789,828 votes) |
0.15% |
| Votes invalid: 0 votes (0 votes) |
0.00% |
| Votes abstained: 39,217,983 votes (39,160,913 votes) |
7.53% |
- including votes casted electronically (numbers in brackets)
Resolution:
The above proposal be and hereby was approved as proposed.
VI. Extemporary Motions: None.
VII. Other records:
Summary of Shareholders’ Question(No.254149):
-
Please explain why sales revenue increased by NT $2 billion in 2024 while accounts receivable and notes receivable only increased by NT$5 million. What was the reason for goodwill impairment loss recognized in 2023? The Company's underperformance in gross margin is primarily attributable to loss on idle capacity. What strategies can enhance gross margin and drive profitability?
-
Please have the CPA explain the audit procedures conducted for the subsidiaries in China. Were there on-site audits and physical inventory counts and testing conducted?
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Minutes of responses of Chairman Shuang-Lang (Paul) Peng, CFO Hsing-Chia Liu and the CPA of PricewaterhouseCoopers Tien Yi Li:
-
In 2024, the Company reduced its accounts receivable through the improvement of accounts receivable turnover and bill discounting for receivables by our subsidiaries in China.
-
The goodwill impairment recognized in 2023 was related to the premium paid by Epistar Corporation for the acquisition of HUGA Optotech Inc. Based on an impairment test, it was concluded that the associated goodwill no longer provides future economic benefits. In accordance with accounting standards and after discussion with the CPA, a full goodwill impairment loss was recognized.
-
In 2024, the Company increased sales revenue and restructured our manufacturing operations, thereby improving utilization rates. In 2025, the Company will make efforts to reduce operating expenses continuously.
-
Regarding audit procedures for the subsidiaries in China, the CPA explained that onsite audits are conducted during both the interim and year-end periods. Meanwhile, inventory counts are conducted and allowance for inventory valuation and obsolescence loss are recognized by company policies in compliance with relevant IFRS standards.
VIII.Adjournment : Meeting ended at 9:38 am
Meeting Adjourn
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Attachment 1
ENNOSTAR Inc.
2024 Business Report
In 2024, the global economic environment was affected by multiple pressures, including inflation, excessive production capacity, increases in interest rates, and geopolitics. Amidst this backdrop, the optoelectronics industry continued to face the pressures from inventory adjustments and sluggish demand. Ennostar Group responded to market challenges through proactive business and management streamlining strategies, as well as the One Ennostar initiative which brought together, integrated, and merged the Group’s strengths. In 2024, our net loss attributable to owners of the parent company was NT$1.385 billion and the basic loss per share was NT$1.87, representing a significant improvement in our overall financial performance as compared to 2023. Looking forward, the Group will continue to deepen internal restructuring and accelerate transformation in accordance with the clear direction of the “Dual-Strategy Approach” – “Field Value-added Approach” and “Solution Value-added Approach”, together with the “ 3 + 1 long-term development strategy” (automotive, advanced display, smart sensing, and emerging market) to lay a solid foundation for achieving sustainable development.
Drive Transformation through “Dual -Strategy Approach” and the “3 + 1 Long-term Development Strategy”
Ennostar Group’s transformation is driven by its “Dual-Strategy Approach” with “Field Valueadded Approach” and “Solution Value-added Approach.” Field Value-added Approach focuses on the “3 + 1 long-term development strategy“ which includes automotive, advanced display, smart sensing, and emerging markets (i.e., AI optical interconnects, high-efficiency III-V solar cells, and others) to improve profits by creating competitive products and technologies that meet market demand. Solution Value-added Approach commits to the integration of the Group’s upstream and downstream resources together with comprehensive solutions in combination with module drivers and algorithms to provide one-stop services to customers so as to fully improve the efficiency of its value chain.
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1. Automotive
With the emergence of new energy vehicles, lighting systems have become the key to humanvehicle interactions. Ennostar, a long-time investor in the automotive field, further accelerated the development of automotive display, lighting, and sensing fields in 2024. The Group’s operating income from the automotive field increased by approximately 8% from 2023 to 2024. In the future, we will continue to cooperate with global customers with comprehensive modular solutions, exhibiting our full capabilities in automotive lighting systems.
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Automotive Display : Ennostar’s automotive display products include adaptive driving beams (ADB), interior Mini LED backlights, Micro LED transparent displays, and others. Ennostar’s exterior display products include intelligent signal display (ISD), exterior matrix display technologies, and interior ambiance lamp + IC smart controls. Ennostar provides high light uniformity and high-frequency temperature compensation which offer high luminance, high contrast, and other leading technologies. Currently, we have joined hands with large-scale international companies in R&D, and we have successfully introduced such technologies into renowned car brands from Japan and Mainland China. In terms of interior Mini LED backlights, we launched the ultra-thin mini COB module which still offers high luminance by adopting a proprietary patented mini lens design. This module is applicable to automotive displays ranging from 7 to 34 inches and provides optimal display effects that are more favorable than that of OLEDs. With regards to solutions, Ennostar Group collaborates with Inova Semi in launching packaged products which can be applied to interior ambient lamps with volume reduction by 50% hence unlocking new applications.
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Automotive Lighting : In the vehicle-specification LED market, Ennostar Group’s market share of rear/signal lights exceeded 50% in 2024, with daytime running light market share in the same year exceeding 30%. The Group will continue to open up even more markets to meet customers’ diverse application requirements.
-
Automotive Sensing : Ennostar, in cooperation with customers, integrated upstream and downstream resources and developed low red glow IR elements and successfully introduced such elements into driving monitoring systems. The Company, in addition, has also had further collaborations in the application of LiDAR.
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2. Advanced Display
Ennostar, committed to the R&D of advanced display technologies, has constantly made breakthroughs in the fields of Micro LEDs and Mini LEDs. In the future, the Group will continue to focus on advanced display technologies to create value differentiation.
-
Micro LED: In 2024, the efficacy of blue-green Micro LEDs increased by 10% to 15%, while the efficacy of red Micro LEDs significantly increased by 90%, whilst the sizes of such LEDs was reduced by 40% as compared to 2023. The Company, at present, has commenced the development of next-generation products with a size reduction of 50%. The Group continues to collaborate with partners within the ecosystem to promote technology commercialization, and currently, is servicing multiple international brands, including those of smart wearable devices, high-end TVs, transparent displays, and other applications. The high brightness, high contrast, high reliability, and low power consumption are strengths which best suit their application in the automotive industry, at which we are currently closely collaborating with multiple customers. In addition, Ennostar established its technology differential and further expanded its application of Micro LEDs into the AI optical interconnects market to provide innovative solutions.
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Mini LED: Apart from the rapid development based on the foundation of mini backlights, the Company has steadily expanded its RGB direct display application projects. For the gaming and IT industries, our products now form part of the supply chain of multiple international brands.
3. Smart Sensing
The Group provides full-wave band lighting product lines in conjunction with sensing solutions across a wide range of solutions, and mainly focus on the two major fields of biosensing and industrial sensing. In addition, Ennostar will expand the solutions offering sensing modules with driver ICs and strategize for various sensing applications under trends such as new energy vehicles, robots, drones, and AI.
- Biosensing : The scope includes the measurement of heart rate, glucose, skin hydration, and other biological signals. The market rate of the sensor chips in wearable watches of the Group was nearly 50%. In particular, the newly launched 630nm red light, 830nm IR, and 1050 nm SWIR LED have been introduced into smart biomedical sensors of multiple customers. Electronic equipment sensors cover inductive proximity sensors and eye tracking. At present, 850 nm and 940 nm IR LED products have been introduced into AR/VR devices for U.S. customers. The Group’s sensing technologies are also extensively applied within IT equipment (i.e., user authentication, home appliance integration
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functions, and others), the 940nm LED with ultra-high luminance has been adopted by large mobile phone brands manufacturers from Mainland China. In the future, the Group will strengthen its OPIC optical package, together with advanced algorithms, to establish an internalized RX+IC supply chain so as to provide modular sensor solutions to customers. Industrial sensors : Ennostar’s sensor products are also used in 1D/3D inspection for industrial automation. Using a series of red light and IR optical sensors, and lighting systems, Ennostar provides server motor applications for industrial automation and robots to improve the precision control of bearing motors.
4. Emerging Market
Given the high level of control over optoelectronic materials made with III-V compound semiconductors, Ennostar actively breaks into fields with high added value, including AI optical interconnects, CPO lighting system (high-speed VCSEL/DFB LD/Micro LED), high-efficiency IIIV solar cells, professional lighting, and other application markets. In the future, the Group will further intensify its growth to improve profitability and risk resistance capacity.
AI Optical Interconnects:
With the improvement in AI computing capabilities in the AI server era, the era of SiPh has arrived. Ennostar is currently actively focusing on the R&D of optical signal reception and emission elements and modules. For light signal elements under optical interconnect, the Company has completed the development of high-speed VCSEL with a transmission speed of 25Gbps, targeting to launch 50Gbps to 100Gbps PAM4 VCSEL products in succession in 2025 and are actively developing DFB LD technologies and products that are required for optical interconnects and CPO. Furthermore, we will collaborate and strategize with crucial partners to improve terminal application technologies and market advantages.
High-efficiency III-V Solar Cells:
The Group developed III-V solar cells with high conversion efficiency, and their power generation efficiency is 50% higher as compared to silicon-based solar cells. III-V solar cells have passed stringent environment testing and are suitable for high-end use cases.
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Professional Lighting:
In terms of human-centric lighting, Ennostar focuses on using lighting technologies to improve the health, level of comfort, and productivity of humans, and has joint strategies with large-scale branded customers from Taiwan and the U.S. to strengthen technical barriers and expand market share. Ennostar utilizes LED plant lamps with long useful life and low energy consumption to facilitate the growth of plants and cooperates with largescale branded customers from Europe and America with the goal of expanding its market share.
As One Ennostar’s Benefits Emerge, a Three-Prong Approach Strengths the Group
In 2024, Ennostar fully initiated its organizational and resource adjustments and focused on operational efficiency improvement and capital utilization benefits. By the adoption of three measures, including “efficiency Improvement,” “expenditure reduction,” and “streamlining,” to strengthen its financial stability and corporate resilience and effectively respond to rapid fluctuations in the market.
• Efficiency Improvement
Ennostar Group’s subsidiaries have different systems and regulations. In 2024, we comprehensively integrated the internal resources of the Group to promote consistent operating standards for the entire Group, standardize HR procedures, administration, and all departments, and reduce communication barriers generated from differences between systems. In the long run, this will significantly improve operating efficiency, reduce operating expenses, and further increase net profit.
• Expenditure reduction
We carried out efficiency evaluations for production bases worldwide and centralized resources in key bases to improve asset utilization efficiency. Across the year, we completed the integration and optimization of major production bases. In 2024, we saved over NT$200 million and improved production flexibility and cost control capabilities to win more competitive advantages for the Group.
• Streamlining
The Group adopted streamlining measures for its business and finances. Regarding business, we focused on core optoelectronic technologies and throughout the year, we disposed of seven and liquidated three investee companies which did not yield strategic benefits. Regarding finances, the Group performed asset impairment, including adjustments to the
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carrying amount of idle assets, hook-ups, goodwill, and long-term investments.
Through various activities performed by the Group above and investment inventory optimization, assets can be activated, and resources effectively released to invest in the development of technologies for products with high added value and arrangements in new fields so as to further increase return on invested capital and net profit margin, solidifying the momentum for growth and transformation.
Strategizing for Net Zero Blueprint and Jointly Building a Resilient Supply Chain
Global net zero transformation is the joint responsibility of enterprises in their move towards sustainability. At the end of 2024, Ennostar Group formally joined RE100, committing to the Group’s consumption ratio of renewable energy of 60% by 2030 and that it will achieve the target of consuming 100% renewable energy by 2050. In addition, the Group actively carried out GHG inventory together with its partners within the supply chain and promised to jointly reduce carbon so as to build a resilient low-carbon supply system.
Ennostar deems talent as its most precious assets. In 2024, the Group established the “Talent Development Committee” to cultivate talent to enhance capabilities and activate talents to allow the organization to actively respond to the ever-changing macroeconomy by adopting sustainable development of talents as the target. Meanwhile, the Group also established “Ennostar University” during the year to improve employees’ professional skills through technology, management, innovation, and other cross-field courses in the hope of shaping the learning culture of the Group, supporting the growth and transformation requirements of the Company, and cultivating future leadership skills.
Stable Operation and Agile Transformation Lead to a New Milestone of Ennostar
“Remain true to your original aspirations, and you will succeed in the end.” Ennostar will continue to deepen its synergistic spirit of bringing together, integrating, and merging under “One Ennostar” to improve technology innovations and capital utilization efficiency under consistent strategic direction. In 2025, we will merge our subsidiaries EPISTAR and Lextar Electronics and formally establish Ennostar Corporation. This will effectively integrate upstream and downstream resources in accordance with “Field Value-added Approach” and “Solution Value-added Approach” under our “Dual-Strategy Approach”, thereby providing comprehensive optoelectronic solutions to customers and the market and respond to changes in the market with a stable and flexible business model. Ennostar adheres to the vision of “Bright Innovation, Sustainable Future,” and adopted “We lead in product and technology
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innovation, building an ecosystem of optoelectronic services, and creating together the best experiences for our customers” as its mission and strives to become a comprehensive optoelectronic integration solution provider, accelerating the pace toward brand-new milestones.
Chairman Shuang-Lang (Paul) Peng President Shuang-Lang (Paul) Peng Accounting Supervisor Ya-Chi Chen
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Attachment 2
Audit Committee’s Review Report
To: ENNOSTAR Inc. Annual General Shareholders’ Meeting of 2025
With respect to the Company’s 2024 Business Report, Financial Statements, and Deficit Compensation Proposal, 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 Deficit Compensation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of ENNOSTAR Inc. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit the report.
ENNOSTAR Inc.
Chairman of the Audit Committee: Mr. Wei-Min Sheng
Date: February 21, 2025
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Attachment 3
ENNOSTAR Inc.
Communication between members of the Audit Committee and Internal Audit Officer
| Date | Nature of meeting | Attendants | Communication focus | Communication results / handling situation |
|---|---|---|---|---|
| 2024.02.22 | The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Chen Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Tsou |
1. The Internal Audit Execution Report for the fourth quarter of 2023 2. Statement of Internal Control System for 2023 3. Independent directors and audit officer have separate discussions and communication. (1) Amendments and clarifications to " Regulations Governing Establishment of Internal Control Systems by Public Companies” (2) Progress report of integration issues (3)The internal audit answered thequestions raised bythe independent directors |
No opinion Submit to the Audit Committee and the Board of Directors for approval |
| 2024.05.02 | The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Chen Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Tsou |
1. The Internal Audit Execution Report for 2023 2. The Internal Audit Execution Report for the first quarter of 2024 |
No opinion |
| 2024.08.08 | The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Chen Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Tsou |
1. The Internal Audit Execution Report for 2023 2. The Internal Audit Execution Report for the second quarter of 2024 3. Independent directors and audit officer have separate discussions and communication. (1) Amendments and clarifications that " Regulations Governing Establishment of Internal Control Systems by Public Companies” and Annual Audit Plan shall include the management of sustainability information (2) The internal audit answered the questions raised by the independent directors |
No opinion |
| 2024.11.06 | The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Chen Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Tsou |
1. The Internal Audit Execution Report for 2023 2. The Internal Audit Execution Report for the third quarter of 2024 3. Amendments and clarifications to " Internal Control System” and ”Internal Audit Implementation Rules” 4. 2025 Annual Audit Plan |
No opinion Submit to the Audit Committee and the Board of Directors for approval Submit to the Audit Committee and the Board of Directors for approval |
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Attachment 4
ENNOSTAR Inc.
Remuneration Paid to Directors
| Title | Name | Director Remuneration | Director Remuneration | Director Remuneration | Director Remuneration | Director Remuneration | Director Remuneration | Director Remuneration | Director Remuneration | Total of the Four Items (A+B+C+D) as a% of Net Income after tax |
Total of the Four Items (A+B+C+D) as a% of Net Income after tax |
Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Compensation for serving as employee concurrently | Total of the Seven Items (A+B+C+D+E+F+G) as a% of Net Income after tax |
Total of the Seven Items (A+B+C+D+E+F+G) as a% of Net Income after tax |
Remuneration received from investee enterprises other than subsidiaries or from the parent |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) |
Pension (B) |
Compensation to Directors (C) |
Expenses of conducting business (D) |
Base Compensation, Bonuses, and Allowances(E) |
Severance Pay and Pensions (F) |
Employee remunerations (G) |
||||||||||||||||
| The Company |
All consolidated entitiest |
The Company |
All consolidated entitiest |
The Company |
All consolidated entitiest |
The Company |
All consolidated entitiest |
The Company |
All consolidated entitiest |
The Company |
All consolidated entitiest |
The Company |
All consolidated entitiest |
The Company | All consolidated entitiest |
The Company |
All consolidated entitiest |
|||||
| Cash | Share | Cash | Share | |||||||||||||||||||
| Chairman | Shuang-Lang (Paul) Peng | 2,600 | 2,600 | 0 | 0 | 0 | 0 | 120 | 120 | 2,720 -0.20% |
2,720 -0.20% |
11,252 | 11,252 | 0 | 0 | 0 | 0 | 0 | 0 | 13,972 -1.01% |
13,972 -1.01% |
|
| Director | Chin-Yung Fan | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 120 | 120 | 1,120 -0.08% |
1,120 -0.08% |
0 | 16,123 | 0 | 98 | 0 | 0 | 0 | 0 | 1,120 -0.08% |
17,341 -1.25% |
|
| Director | Hsiu-Mu Tang | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 120 | 120 | 1,120 -0.08% |
1,120 -0.08% |
0 | 14,613 | 0 | 5 | 0 | 0 | 0 | 0 | 1,120 -0.08% |
15,738 -1.14% |
|
| Director | AU Optronics Corp | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 0 | 0 | 1,000 -0.07% |
1,000 -0.07% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,000 -0.07% |
1,000 -0.07% |
|
| Representative: Yu-Chieh Lin |
0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 -0.01% |
120 -0.01% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 -0.01% |
120 -0.01% |
||
| Independent Director |
Wei-Min Sheng | 1,300 | 1,300 | 0 | 0 | 0 | 0 | 110 | 110 | 1,410 -0.10% |
1,410 -0.10% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,410 -0.10% |
1,410 -0.10% |
|
| Independent Director |
Shian-Ho Shen | 1,300 | 1,602 | 0 | 0 | 0 | 0 | 110 | 140 | 1,410 -0.10% |
1,742 -0.13% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,410 -0.10% |
1,742 -0.13% |
|
| Independent Director |
Wei-Chen Wang | 1,300 | 1,300 | 0 | 0 | 0 | 0 | 120 | 120 | 1,420 -0.10% |
1,420 -0.10% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,420 -0.10% |
1,420 -0.10% |
|
| Independent Director |
En-Te Hsu | 1,300 | 1,300 | 0 | 0 | 0 | 0 | 120 | 120 | 1,420 -0.10% |
1,420 -0.10% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,420 -0.10% |
1,420 -0.10% |
|
| Independent Director |
Chun-Hsin Tsou | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 120 | 120 | 1,320 -0.10% |
1,320 -0.10% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,320 -0.10% |
1,320 -0.10% |
|
| Note 1: Please describe the policy, system, standards and structure in place for paying remuneration to directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the directors to the amount of remuneration paid: The remuneration to directors of the Company is distributed by the Board of Directors under the authorization of the Articles of Incorporation based on directors’ degree of participation in the Company’s operation and contribution and with reference to the payment level of its peers. When the Company records a profit, the Board of Directors shall determine the remuneration to directors by a resolution in accordance with the Articles of Incorporation. Independent Directors are the members of functional committees, so, apart from the general remuneration to directors, additional reasonable compensation in various amounts is allotted depending on their duties and risks undertaken and time invested. Note 2: In addition to what is disclosed in the above table, please specify the amount of remuneration received by directors in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the parent company /any consolidated entities /invested enterprises): None. Note 3: In 2024,onlytransportation subsidies and fixed remuneration werepaid and no variable remuneration waspaid. |
17
Attachment 5
ENNOSTAR Inc. Securities by way of Private Placement in 2022
| ENNOSTAR Inc. Securities by way of Private Placement in 2022 |
|
|---|---|
| Item | 2022 First private placement of common stock The issue date was August 31,2022(deliverydate). |
| Types of Securities privately placed |
Common shares |
| Approval date and number of shares |
Approval date: May 31, 2022 Number of shares:Within the limit of 70,000 thousand shares |
| The Pricing Basis and Reasonableness |
1. The price for issuing ordinary shares in the Proposed Private Placement was set to be the price determined by the following calculation, whichever is higher. The reference price was NTD 57.57. (1) The simple arithmetical average closing price of the ordinary shares of the Company calculated one, three or five 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 the shares canceled in connection with capital reduction, were NTD 49.45, NTD 50.38, and NTD 50.51. The average closing price, NTD 50.51, of the five trading day prior to the pricing date was considered 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 canceled 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 the shareholder's meeting. |
18
| 3. The subscription price of this private placement should be reasonable based on the Company's future prospects, the fact that the timing, counterparties, and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity, and other factors. It would have no significant influence on the rights and benefits of shareholders. |
3. The subscription price of this private placement should be reasonable based on the Company's future prospects, the fact that the timing, counterparties, and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity, and other factors. It would have no significant influence on the rights and benefits of shareholders. |
3. The subscription price of this private placement should be reasonable based on the Company's future prospects, the fact that the timing, counterparties, and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity, and other factors. It would have no significant influence on the rights and benefits of shareholders. |
3. The subscription price of this private placement should be reasonable based on the Company's future prospects, the fact that the timing, counterparties, and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity, and other factors. It would have no significant influence on the rights and benefits of shareholders. |
3. The subscription price of this private placement should be reasonable based on the Company's future prospects, the fact that the timing, counterparties, and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity, and other factors. It would have no significant influence on the rights and benefits of shareholders. |
|
|---|---|---|---|---|---|
| The Method for Selecting Investors |
The placees shall be limited to the specified persons who meet the requirements of Article 43-6 of the Securities and Exchange Act and are strategic investors. The selection method is to have a good understanding of the Company's operation, and industrial development and directly or indirectly to contribute benefit to the future operation of the Company. |
||||
| 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 fundraising and the restriction of non- transferability within three years will further ensure the long-term collaboration between the Company and the counterparties, as well as the confidentiality of technology patents. Therefore, financing through this private placement could increase the flexibilityof fundingsources. |
||||
| The date of receivingthe fund | The total raised fund was NTD 3,627,400 | thousand on July | 8th,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. |
19
| 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 the referenceprice |
The actual price was NTD 51.82 equivalent to 90% of the reference price of 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 Company will use all of its privately raised funds to fund the capital increase of EPISTAR Corporation, its 100%- owned subsidiary (henceforth referred to as EPISTAR). The capital increase funds raised will be used by EPISTAR solely for the Micro LED. 6-inch wafer fabrication facility, the purchase of crystallite and epitaxy process equipment, and other project expenditures. The Company had fully used the fund to raise in capital of EPISTAR as of December 31, 2024, with EPISTAR spending NT$1,267,466 thousand on the abovementioned funds. |
||||
| Benefits after private placement | War, inflation, rising interest rates, adjustments to industrial inventories, and drastic drops in customer demand have all had an impact on the global consumer market demand. The Company has had to make a minor adjustment to the rate of production capacity construction due to a slight delay in the development of Micro LED technology and the market demand schedule. The ultimate objective of completing micro LED mass production will remain unaltered. |
20
Attachment 6
ENNOSTAR Inc. Share Buyback in 2024
The Company shall report the Board resolution and implementation status of share buyback to the most recent shareholders' meeting according to Article 28-2 of “Securities and Exchange Act.”
| The number of times | 1stin 2024 |
|---|---|
| Date of Board resolution | 2024/04/10 |
| Purpose of the repurchase | Protect company reputation and shareholder equity |
| Scheduledperiod for the repurchase | 2024/04/11 ~ 2024/06/10 |
| Scheduledprice range of the repurchase | NT$28 ~ NT$60 |
| Scheduled type and total number of shares issued bythe Company |
15,000,000 shares of common stock |
| Actualperiod for the repurchase | 2024/04/11 ~ 2024/05/27 |
| Actual type and total number of shares repurchased |
15,000,000 shares of common stock |
| Actual total monetary amount of shares repurchased |
NT$ 650,649,886 |
| Ratio of the purchased quantity to the scheduledpurchasedquantity |
100% |
| Average repurchasepriceper share | NT$43.38 |
| Total number of shares canceled | 15,000,000 shares |
| Cumulative shares held | 0 |
| Ratio of cumulative shares held of total company’s shares issued |
0% |
21
Attachment 7
ENNOSTAR Inc. Related Party Transactions in 2024
According to “Procedures for Related Party and Group Company Transactions”, the Company shall report related party transactions including subsidiaries to the shareholders' meeting.
| Item | Transaction 1 | Transaction 2 |
|---|---|---|
| Trading entity | EPISTAR CORPORATION (Hereinafter as Epistar) |
Unikorn Semiconductor Corporation (Hereinafter as Unikorn) |
| Trading counterparty | GCS HOLDINGS, INC. (Hereinafter as GCS-KY) |
Global Communication Semiconductors, LLC (Hereinafter as GCS USA) |
| Underlying item | Acquire common shares of Unikorn Semiconductor Corporation from related party |
Dispose machinery and equipment to related party |
| Total monetary amount of the transaction |
NT$ 450,000 thousand | NT$436,400 thousand |
| The manner of deciding on this transaction |
Agreement between the two parties |
Agreement between the two parties |
| The purpose, necessity and anticipated benefit of the acquisition or disposal of assets |
To strengthen the control of Unikorn and accelerate the integration within the Group, it is necessary to concentrate optoelectronics business under Epistar. |
To achieve work specialization and improve the group's operating performance, Unikorn will focus on the development of optoelectronics business. |
| The reason for choosing the related party as a transaction counterparty |
GCS-KY is the second largest shareholder of Unikorn. |
Global Communication Semiconductors, LLC is fully owned subsidiary of GCS-KY which was invested by the Group accounted for using equity method. |
| The necessity of the transaction and reasonableness of the funds utilization |
Considering the integration of the Group, it is necessary to combine management with ownership. The transaction will not affect the future normal operations of Epistar according to monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract. |
Considering the development of optoelectronics business concentrated by Unikorn and the transaction that will not affect the future normal operations of Epistar according to monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, the |
22
| Therefore, the transaction is necessary and the funds utilization is reasonableness. |
transaction is necessary and the funds utilization is reasonableness. |
|
|---|---|---|
| An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the Article |
An appraisal report from a CPA's opinion obtained in compliance with the Article |
An appraisal report from a professional appraiser obtained in compliance with the Article |
23
Attachment 8
INDEPENDENT AUDITORS’ REPORT
PWCR24000359
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, 2024 and 2023, 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 material 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, 2024 and 2023, 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 that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Auditing and Attestation Engagements of 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 of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of 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.
24
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.
Key audit matters in relation to the consolidated financial statements for the year ended December 31, 2024 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, 2024, the balances of inventories and the allowance for valuation loss were NT$5,119,916 thousand and NT$390,232 thousand, respectively.
The Group is primarily engaged in manufacturing and sales of LED wafers, chips, packages and modules. 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.
25
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.
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$279,407 thousand and NT$258,619 thousand, constituting 0.47% and 0.40% of the consolidated total assets as at December 31, 2024 and 2023, 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, 2024 and 2023, respectively. Furthermore, we did not audit the 2024 and 2023 financial statements of certain equity investments accounted for using 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$1,458,854 thousand and NT$2,372,148 thousand, representing 2.45% and 3.70% of the consolidated total assets as of December 31, 2024 and 2023, respectively, and their comprehensive loss (including share of loss of associates and joint ventures
26
accounted for using equity method and share of other comprehensive (loss)/income of associates and joint ventures accounted for using equity method) amounted to NT$289,026 thousand and NT$280,066 thousand, representing (116.03%) and 3.69% of the consolidated comprehensive (loss) income for the years then ended.
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 at and for the years ended December 31, 2024 and 2023.
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.
27
Those charged with governance, including the 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.
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.
28
-
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.
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.
29
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 21, 2025
----------------------------------------------------------------------------------------------------------------------------- -- 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.
30
ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Assets Notes Current assets 1100 Cash and cash equivalents 6(1) 1110 Financial assets at fair value through profit or loss - current 6(2) 1136 Current financial assets at amortised cost 6(4) and 8 1150 Notes receivable, net 6(5) and 8 1170 Accounts receivable, net 6(5) 1180 Accounts receivable - related parties, net 7 1200 Other receivables 1210 Other receivables - related parties 7 130X Inventories 6(6) 1410 Prepayments 1460 Non-current assets held for sale - net 6(12) 1470 Other current assets 11XX Current Assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 6(3) 1535 Non-current financial assets at amortised cost 6(4) and 8 1550 Investments accounted for using equity method 6(7) and 7 1600 Property, plant and equipment 6(8)(11), 7 and 8 1755 Right-of-use assets 6(9) 1760 Investment property - net 1780 Intangible assets 6(10)(11) 1840 Deferred income tax assets 1900 Other non-current assets 6(18) and 8 15XX Non-current assets 1XXX Total assets |
December31,2024 AMOUNT % $ 14,677,812 25 - - 644,017 1 748,305 1 7,677,262 13 418,795 1 119,049 - 52,401 - 4,729,684 8 534,956 1 131,173 - 38,034 - 29,771,488 50 5,272,388 9 252,497 - 2,972,537 5 15,595,045 26 1,516,486 3 586,322 1 1,382,416 2 1,775,732 3 352,884 1 29,706,307 50 $ 59,477,795 100 |
December31,2023 | December31,2023 |
|---|---|---|---|
| AMOUNT $ 14,677,812 - 644,017 748,305 7,677,262 418,795 119,049 52,401 4,729,684 534,956 131,173 38,034 29,771,488 5,272,388 252,497 2,972,537 15,595,045 1,516,486 586,322 1,382,416 1,775,732 352,884 29,706,307 $ 59,477,795 |
AMOUNT $ 15,563,488 202,446 914,438 758,666 7,672,028 468,607 145,536 26,399 4,216,492 564,590 94,800 49,026 30,676,516 4,198,539 241,961 3,300,127 19,464,972 1,671,302 646,803 1,640,602 1,827,341 434,299 33,425,946 $ 64,102,462 |
% | |
| 24 - 2 1 12 1 - - 7 1 - - |
|||
| 48 | |||
| 6 - 5 30 3 1 3 3 1 |
|||
| 52 | |||
| 100 |
(Continued)
31
ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| December31,2024 | December31,2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | AMOUNT | % | AMOUNT | % | |||||
| Current liabilities | ||||||||||
| 2100 | Short-term borrowings | 6(13) and 8 | $ | 566,428 | 1 | $ | 747,136 | 1 | ||
| 2110 | Short-term notes and bills payable | 6(15) and 8 | 845,699 | 1 | 1,295,140 | 2 | ||||
| 2120 | Financial liabilities at fair value | 6(14) | ||||||||
| through profit or loss - current | 75,337 | - | 2,284 | - | ||||||
| 2150 | Notes payable | 10,877 | - | 1,805 | - | |||||
| 2170 | Accounts payable | 2,850,161 | 5 | 2,692,899 | 4 | |||||
| 2180 | Accounts payable - related parties | 7 | 131,583 | - | 162,909 | - | ||||
| 2200 | Other payables | 6(16) | 3,427,573 | 6 | 3,810,923 | 6 | ||||
| 2230 | Current tax liabilities | 36,057 | - | 27,561 | - | |||||
| 2280 | Current lease liabilities | 87,429 | - | 93,481 | - | |||||
| 2320 | Long-term liabilities, current portion | 6(17) and 8 | 1,130,416 | 2 | 1,789,423 | 3 | ||||
| 2399 | Other current liabilities - others | 520,383 | 1 | 298,972 | 1 | |||||
| 21XX | Current Liabilities | 9,681,943 | 16 | 10,922,533 | 17 | |||||
| Non-current liabilities | ||||||||||
| 2540 | Long-term borrowings | 6(17) and 8 | 257,791 | 1 | 1,934,187 | 3 | ||||
| 2570 | Deferred tax liabilities | 532,068 | 1 | 462,941 | 1 | |||||
| 2580 | Non-current lease liabilities | 1,263,801 | 2 | 1,409,803 | 2 | |||||
| 2600 | Other non-current liabilities | 6(18)(20) | 202,974 | - | 228,262 | - | ||||
| 25XX | Non-current liabilities | 2,256,634 | 4 | 4,035,193 | 6 | |||||
| 2XXX | Total Liabilities | 11,938,577 | 20 | 14,957,726 | 23 | |||||
| Equity attributable to owners of parent | ||||||||||
| company | ||||||||||
| Share capital | 6(21) | |||||||||
| 3110 | Share capital - common stock | 7,379,405 | 13 | 7,529,405 | 12 | |||||
| Capital surplus | 6(22) | |||||||||
| 3200 | Capital surplus | 38,403,057 | 63 | 46,447,060 | 73 | |||||
| Retained earnings | 6(23) | |||||||||
| 3310 | Legal reserve | - | - | 216,945 | - | |||||
| 3320 | Special reserve | - | - | 154,927 | - | |||||
| 3350 | Accumulated deficit | ( | 1,422,637) ( | 2 ) ( | 6,814,704) ( | 11 ) | ||||
| Other equity interest | 6(24) | |||||||||
| 3400 | Other equity interest | 1,951,165 | 4 ( | 24,296) | - | |||||
| 3500 | Treasury shares | 6(21) | ( | 135,163) | - ( | 135,163) | - | |||
| 31XX | Equity attributable to owners of the | |||||||||
| parent | 46,175,827 | 78 | 47,374,174 | 74 | ||||||
| 36XX | Non-controlling interest | 1,363,391 | 2 | 1,770,562 | 3 | |||||
| 3XXX | Total equity | 47,539,218 | 80 | 49,144,736 | 77 | |||||
| Significant contingent liabilities and | 9 | |||||||||
| unrecognized contract commitments | ||||||||||
| Significant events after the balance | 11 | |||||||||
| sheet date | ||||||||||
| 3X2X | Total liabilities and equity | $ | 59,477,795 | 100 | $ | 64,102,462 |
100 |
32
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for loss per share amounts)
| Year | endedDecember31 | endedDecember31 | endedDecember31 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | ||||
| 4000 | Sales revenue | 6(25) and 7 | $ | 24,387,261 | 100 | $ | 22,305,680 | 100 | |
| 5000 | Operating costs | 6(6)(31)(32) and 7( | 21,069,583 ) ( | 86) ( | 21,137,938) ( | 95 ) | |||
| 5900 | Operating margin | 3,317,678 | 14 | 1,167,742 | 5 | ||||
| 5910 | Unrealized loss from sales | - | - | 13 | - | ||||
| 5920 | Realized profit from sales | ( | 13 ) | - ( |
26) | - | |||
| 5950 | Net operating margin | 3,317,665 | 14 | 1,167,729 | 5 | ||||
| Operating expenses | 6(31)(32) | ||||||||
| 6100 | Selling expenses | ( | 948,185 ) ( | 4) ( | 903,897) ( | 4 ) | |||
| 6200 | General and administrative expenses | ( | 1,638,919 ) ( | 7) ( | 1,733,109) ( | 8 ) | |||
| 6300 | Research and development expenses | ( | 2,431,842 ) ( | 10) ( | 2,587,406) ( | 11 ) | |||
| 6450 | Expected credit (loss) profit | ( | 8,728 ) | - | 25,099 | - | |||
| 6000 | Total operating expenses | ( | 5,027,674 ) ( | 21) ( | 5,199,313) ( | 23 ) | |||
| 6500 | Other income and expenses - net | 6(26) | 85,745 | - | 30,306 | - | |||
| 6900 | Operating loss | ( | 1,624,264 ) ( | 7) ( | 4,001,278) ( | 18 ) | |||
| Non-operating income and expenses | |||||||||
| 7100 | Interest income | 6(27) | 245,670 | 1 | 239,579 | 1 | |||
| 7010 | Other income | 6(28) | 516,011 | 2 | 527,160 | 2 | |||
| 7020 | Other gains and losses | 6(11)(29) and 7 | ( | 256,036 ) ( | 1) ( | 3,404,294) ( | 15 ) | ||
| 7050 | Finance costs | 6(30) | ( | 125,195 ) | - ( |
191,944) ( | 1 ) | ||
| 7055 | Expected credit losses | ( | 3,669 ) | - ( |
6,308) | - | |||
| 7060 | Share of loss of associates and joint | 6(7) | |||||||
| ventures accounted for using equity | |||||||||
| method | ( | 440,498 ) ( | 2) ( | 547,914) ( | 2 ) | ||||
| 7000 | Total non-operating income and | ||||||||
| expenses | ( | 63,717 ) | - ( |
3,383,721) ( | 15 ) | ||||
| 7900 | Loss before income tax | ( | 1,687,981 ) ( | 7) ( | 7,384,999) ( | 33 ) | |||
| 7950 | Income tax (expense) benefit | 6(33) | ( | 79,346 ) | - | 62,267 | - | ||
| 8200 | Loss for the year | ( | $ | 1,767,327 ) ( | 7) ($ | 7,322,732) ( | 33 ) |
(Continued)
33
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for loss per share amounts)
| Items | Notes 6(3) 6(7) 6(7)(33) 6(7) 6(7)(33) 6(34) 6(34) |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|---|
| 2024 | 2023 | ||
| AMOUNT $ 43,560 1,399,239 1,253 ( 115,994) 1,328,058 606,637 82,145 ( 423 ) 688,359 $ 2,016,417 $ 249,090 ($ 1,385,074 ) ($ 382,253 ) $ 595,131 ($ 346,041 ) ($ |
|||
| Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gain on remeasurements of defined benefit plans 8316 Unrealised gain from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations 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 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income (loss) 8500 Total comprehensive income (loss) Loss attributable to: 8610 Equity holders of the parent company 8620 Non-controlling interest Comprehensive income (loss) attributable to: 8710 Equity holders of the parent company 8720 Non-controlling interest Loss per share (NT$) 9750 Total basic loss per share 9850 Total diluted loss per share |
|||
| ( $ |
34
ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Notes 2023 Balance at January 1, 2023 Loss for the year Other comprehensive income (loss) for the year Total comprehensive loss Appropriation of 2022 earnings Reversal of special reserve Retirement of treasury share 6(21) Changes in ownership interests in subsidiaries accounted for using equity method 6(22) Net change in equity of associates and joint ventures accounted for using equity method 6(22) Difference between consideration and carrying amount of subsidiaries acquired and disposed 6(22) Employee Stock Ownership Trust cancellation return 6(22) Non-controlling interests Disposal of equity investments measured at fair value through other comprehensive income 6(24) Balance at December 31, 2023 2024 Balance at January 1, 2024 Loss for the year Other comprehensive income for the year Total comprehensive income (loss) Appropriation of 2023 earnings Reversal of special reserve Legal reserve used to offset accumulated deficits Special reserve used to offset accumulated deficits Capital surplus used to offset accumulated deficits 6(22) Cash dividends from capital surplus 6(22) Changes in ownership interests in subsidiaries accounted for using equity method 6(22) Net change in equity of associates and joint ventures accounted for using equity method 6(22) Difference between consideration and carrying amount of subsidiaries acquired and disposed 6(22) Employee Stock Ownership Trust cancellation return 6(22) Retirement of treasury share 6(21) Purchase of treasury shares 6(21) Non-controlling interests Disposal of equity investments measured at fair value through other comprehensive income 6(24) Balance at December 31, 2024 |
Equityattribu | tableto owners of the p | tableto owners of the p | are | nt | nt | nt | Non-controlling interest |
Totalequity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - commonstock |
Capitalsurplus | Retained earnings | Otherequityinterest | Treasury shares |
Total | |||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) |
Cumulative translation differences of foreign operations |
U |
nrealised gain (loss) from financial assets measured at fair value through other comprehensive income |
|||||||||||||||||
| $ 7,547,840 - - - - ( 18,435 ) - - - - - - $ 7,529,405 $ 7,529,405 - - - - - - - - - - - - ( 150,000 ) - - - $ 7,379,405 |
$ 46,421,664 - - - - ( 141,212 ) 87,548 59,445 19,564 51 - - $ 46,447,060 $ 46,447,060 - - - - - - ( 6,442,833 ) ( 677,646 ) ( 398,543 ) ( 11,226 ) ( 14,701 ) 1,596 ( 500,650 ) - - - $ 38,403,057 |
$ 216,945 - - - - - - - - - - - $ 216,945 $ 216,945 - - - - ( 216,945 ) - - - - - - - - - - - $ - |
$ 290,598 - - - ( 135,671 ) - - - - - - - $ 154,927 $ 154,927 - - - ( 54,843 ) - ( 100,084 ) - - - - - - - - - - $ - |
$ 147,022 ( 6,782,678 ) 6,604 ( 6,776,074 ) 135,671 - ( 160,135 ) - - - - ( 161,188 ) ($ 6,814,704 ) ($ 6,814,704 ) ( 1,385,074 ) 36,558 ( 1,348,516 ) 54,843 216,945 100,084 6,442,833 - - - ( 42,308 ) - - - - ( 31,814 ) ($ 1,422,637 ) |
$ 36,083 - ( 244,829 ) ( 244,829 ) - - - - - - - - ($ 208,746 ) ($ 208,746 ) - 652,147 652,147 - - - - - - - - - - - - - $ 443,401 |
$ 38,927 - ( 15,665 ) ( 15,665 ) - - - - - - - 161,188 $ 184,450 $ 184,450 - 1,291,500 1,291,500 - - - - - - - - - - - - 31,814 $ 1,507,764 |
($ 294,810 ) - - - - 159,647 - - - - - - ($ 135,163 ) ($ 135,163 ) - - - - - - - - - - - - 650,650 ( 650,650 ) - - ($ 135,163 ) |
$ 54,404,269 ( 6,782,678 ) ( 253,890 ) ( 7,036,568 ) - - ( 72,587 ) 59,445 19,564 51 - - $ 47,374,174 $ 47,374,174 ( 1,385,074 ) 1,980,205 595,131 - - - - ( 677,646 ) ( 398,543 ) ( 11,226 ) ( 57,009 ) 1,596 - ( 650,650 ) - - $ 46,175,827 |
$ 2,256,727 ( 540,054 ) ( 15,880 ) ( 555,934 ) - - - - - - 69,769 - $ 1,770,562 $ 1,770,562 ( 382,253 ) 36,212 ( 346,041 ) - - - - - - - - - - - ( 61,130 ) - $ 1,363,391 |
$ 56,660,996 ( 7,322,732 ) ( 269,770 ) ( 7,592,502 ) - - ( 72,587 ) 59,445 19,564 51 69,769 - $ 49,144,736 $ 49,144,736 ( 1,767,327 ) 2,016,417 249,090 - - - - ( 677,646 ) ( 398,543 ) ( 11,226 ) ( 57,009 ) 1,596 - ( 650,650 ) ( 61,130 ) - $ 47,539,218 |
35
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Loss before tax | ( $ | 1,687,981 ) ( $ | 7,384,999 ) | |||
| Adjustments | ||||||
| Adjustments to reconcile profit (loss) | ||||||
| Depreciation | 6(8)(9)(31) | 4,078,613 | 4,594,692 | |||
| Amortization | 6(10)(31) | 351,922 | 245,742 | |||
| Expected credit loss (gain) | 12(2) | 12,397 ( | 18,791 ) | |||
| Loss (gain) on disposal of investments | 6(29) | 105,964 ( | 31,717 ) | |||
| Net loss (gain) on financial assets at fair value through profit | 6(29) | |||||
| or loss | 200,163 ( | 16,196 ) | ||||
| Interest expense | 6(30) | 125,195 | 191,944 | |||
| Interest income | 6(27) | ( | 245,670 ) ( | 239,579 ) | ||
| Dividend revenue | 6(28) | ( | 30,375 ) ( | 43,497 ) | ||
| Compensation cost of share-based payment | 6(19) | 1,646 | 3,003 | |||
| Share of loss of associates and joint ventures accounted for | 6(7) | |||||
| using equity method | 440,498 | 547,914 | ||||
| Gain on disposal of property, plant and equipment | 6(29) | ( | 145,343 ) ( | 164,017 ) | ||
| Gain on disposal of intangible assets | 6(29) | ( | 19,936 ) ( | 74,594 ) | ||
| Gain on disposal of non-current assets held for sale | 6(29) | ( | 148,709 ) | - | ||
| Impairment loss of financial assets | 6(29) | - | 2,500 | |||
| Impairment loss on non-financial assets | 6(11)(29) | 325,756 | 3,475,708 | |||
| Profit from lease modification | ( | 2,186 ) ( | 915 ) | |||
| Intangible assets transferred to expenses / expenses | 6(10) | |||||
| transferred to intangible assets | 250 ( | 3,755 ) | ||||
| Property, plant and equipment transferred to expense / | ||||||
| expense transferred to property, plant and equipment | ( | 120 ) ( | 30,273 ) | |||
| Unrealized profit from sales | - ( | 13 ) | ||||
| Realized loss from sales | 13 | 26 | ||||
| Other income from recognition of long-term deferred | 6(20) | |||||
| revenues | ( | 49,447 ) ( | 45,825 ) | |||
| Changes in operating assets and liabilities | ||||||
| Changes in operating assets | ||||||
| Financial assets at fair value through profit or loss | 48,293 | 26,660 | ||||
| Notes receivable | 32,670 | 1,237,087 | ||||
| Accounts receivable | ( | 6,582 ) ( | 91,011 ) | |||
| Other receivables | 1,465 | 166,428 | ||||
| Inventories | ( | 473,399 ) | 661,953 | |||
| Prepayments | 13,846 | 66,118 | ||||
| Other current assets | 12,541 ( | 27,808 ) | ||||
| Changes in operating liabilities | ||||||
| Financial liabilities at fair value through profit or loss - | ||||||
| current | ( | 165,930 ) ( | 55,707 ) | |||
| Accounts payable | 233,541 | 90,475 | ||||
| Notes payable | 1,292 ( | 1,127 ) | ||||
| Other payables | ( | 31,501 ) ( | 575,309 ) | |||
| Other current liabilities | 177,107 ( | 127,044 ) | ||||
| Other non-current liabilities | ( | 15,586 ) ( | 28,110 ) | |||
| Cash inflow generated from operations | 3,140,407 | 2,349,963 | ||||
| Interest received | 243,832 | 218,663 | ||||
| Dividend received | 41,904 | 38,497 | ||||
| Interest paid | ( | 106,163 ) ( | 168,683 ) | |||
| Income tax paid | ( | 98,713 ) ( | 58,885 ) | |||
| Net cash flows from operating activities | 3,221,267 | 2,379,555 |
(Continued)
36
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
|||||||
| Proceeds from disposal of financial assets at fair value through |
|||||||
| other comprehensive income | $ | 468,499 $ | 269,948 | ||||
| Acquisiton of financial assets at amortised cost |
- ( | 343,498 ) | |||||
| Proceeds from disposal of financial assets at amortised cost |
224,306 | - | |||||
| Proceeds from disposal of financial assets at fair value through |
|||||||
| profit or loss | 192,822 | 128,383 | |||||
| Acquisition of investments accounted for using equity method |
- ( | 297,778 ) | |||||
| Proceeds from disposal of investments accounted for using equity |
6(35) | ||||||
| method | 135,552 | 90,387 | |||||
| Proceeds from disposal of non-current assets held for sale |
496,883 | - | |||||
| Acquisition of property, plant and equipment |
6(35) | ( | 1,430,061 ) ( | 2,033,835 ) | |||
| Proceeds from disposal of property, plant and equipment |
6(35) | 729,797 | 182,775 | ||||
| Decrease in refundable deposits |
348 | 23,410 | |||||
| Acquisition of intangible assets |
6(35) | ( | 92,246 ) ( | 174,161 ) | |||
| Proceeds from disposal of intangible assets |
6(35) | 32,393 | - | ||||
| Decrease in other financial assets |
- | 17 | |||||
| Increase in other non-current assets |
( | 85,858 ) ( | 5,912 ) | ||||
| (Decrease) increase in changes of consolidated entities |
( | 238,761 ) | 26,247 | ||||
| Net cash flows from (used in) investing activities |
433,674 ( | 2,134,017 ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
|||||||
| Decrease in short-term loans |
6(36) | ( | 168,347 ) ( | 527,091 ) | |||
| (Decrease) increase in short-term notes and bills payable |
6(36) | ( | 402,116 ) | 296,208 | |||
| Proceeds from long-term loans |
6(36) | - | 593,000 | ||||
| Repayment of long-term loans |
6(36) | ( | 2,335,403 ) ( | 987,406 ) | |||
| Decrease in guarantee deposits received |
6(36) | ( | 7,921 ) ( | 24,676 ) | |||
| Repayment of principal portion of lease liabilities |
6(36) | ( | 107,446 ) ( | 117,879 ) | |||
| Cash dividends paid |
6(23) | ( | 677,646 ) | - | |||
| Purchase of treasury share |
( | 650,650 ) | - | ||||
| Acquisition of ownership interests in subsidiaries |
( | 498,694 ) | - | ||||
| Employee Stock Ownership Trust cancellation return |
6,712 | 985 | |||||
| Non-controlling interests cash inflow from capital increase of a |
|||||||
| subsidiary | - | 1,700 | |||||
| Net cash flows used in financing activities |
( | 4,841,511 ) ( | 765,159 ) | ||||
| Effects of foreign currency exchange |
300,894 ( | 44,023 ) | |||||
| Net decrease in cash and cash equivalents |
( | 885,676 ) ( | 563,644 ) | ||||
| Cash and cash equivalents at beginning of year |
15,563,488 | 16,127,132 | |||||
| Cash and cash equivalents at end of year |
$ | 14,677,812 $ | 15,563,488 |
37
PWCR24000377
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of ENNOSTAR Inc.
Opinion
We have audited the accompanying parent company only balance sheets of ENNOSTAR Inc. (the “Company’’)as at December 31, 2024 and 2023, 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 parent company only financial statements, including a summary of material 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, 2024 and 2023, and its consolidated financial performance and its consolidated only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 of 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.
38
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.
Key audit matters in relation to the parent company only financial statements for the year ended December 31, 2024 are outlined as follows:
Investments accounted for using equity method-evaluation of inventories
Description
The subsidiaries of the Company is primarily engaged in manufacturing and sales of LED wafers, chips, packages and modules. 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.
39
- Obtained and validated the accuracy of the detailed listings of inventories aged over a specific period of time and specific obsolete inventories. Validated information of historical sales and discounts for those obsolete inventories to assess the reasonableness of policies in providing allowance for inventory valuation loss.
Other matter – Audit by Other Independent Auditors
We did not audit the 2024 and 2023 financial statements of certain equity investments accounted for under the equity method. Those financial statements were audited by other independent auditors, whose reports thereon were furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and certain information disclosed in Note 13 relative to these investments, was based solely on the reports of the other independent auditors. These equity investments amounted to NT$1,738,261 thousand and NT$2,630,767 thousand, constituting 3.71% and 5.53% of the parent company only total assets as of December 31, 2024 and 2023, 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$276,315 thousand and NT$270,050 thousand, constituting (46.43%) and 3.84% of the parent company only comprehensive (loss) income 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 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
40
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 the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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.
41
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
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.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with
42
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 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 21, 2025
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.
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.
43
ENNOSTAR INC.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| December31,2024 | December31,2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets | Notes | AMOUNT | % | AMOUNT | % | ||||
| Current assets | |||||||||
| 1100 | Cash and cash equivalents | 6(1) | $ | 1,387,760 | 3 $ | 602,547 | 1 | ||
| 1200 | Other receivables | 2,491 | - | 196 | - | ||||
| 1210 | Other receivables - related parties | 7 | 145,766 | - | 318,880 | 1 | |||
| 1410 | Prepayments | 7 | 7,846 | - | 14,873 | - | |||
| 1470 | Other current assets | 3 | - | 3 | - | ||||
| 11XX | Current Assets | 1,543,866 | 3 | 936,499 | 2 | ||||
| Non-current assets | |||||||||
| 1535 | Non-current financial assets at | 6(2) and 8 | |||||||
| amortised cost | 120,000 | - | 120,000 | - | |||||
| 1550 | Investments accounted for using | 6(3) | |||||||
| equity method | 45,115,194 | 97 | 46,437,729 | 98 | |||||
| 1600 | Property, plant and equipment | 6(4) | 13,473 | - | 10,717 | - | |||
| 1755 | Right-of-use assets | 6(5) | 1,123 | - | - | - | |||
| 1780 | Intangible assets | 6(6) | 1,808 | - | - | - | |||
| 1900 | Other non-current assets | 25,005 | - | 25,005 | - | ||||
| 15XX | Non-current assets | 45,276,603 | 97 | 46,593,451 | 98 | ||||
| 1XXX | Total assets | $ | 46,820,469 | 100 $ | 47,529,950 |
100 | |||
| Liabilities and Equity | |||||||||
| Current liabilities | |||||||||
| 2100 | Short-term borrowings | 6(7) | $ | 450,000 | 1 $ | - | - | ||
| 2200 | Other payables | 172,603 | - | 130,036 | - | ||||
| 2220 | Other payables-related parties | 7 | 1,750 | - | 4,093 | - | |||
| 2230 | Current tax liabilities | 11,112 | - | 18,930 | - | ||||
| 2280 | Current lease liabilities | 879 | - | - | - | ||||
| 2300 | Other current liabilities | 8,050 | - | 2,709 | - | ||||
| 21XX | Current Liabilities | 644,394 | 1 | 155,768 | - | ||||
| Non-current liabilities | |||||||||
| 2580 | Non-current lease liabilities | 248 | - | - | - | ||||
| 2600 | Other non-current liabilities | - | - | 8 | - | ||||
| 2XXX | Total Liabilities | 644,642 | 1 | 155,776 | - | ||||
| Equity | |||||||||
| Share capital | 6(9) | ||||||||
| 3110 | Share capital - common stock | 7,379,405 | 16 | 7,529,405 | 16 | ||||
| Capital surplus | 6(10) | ||||||||
| 3200 | Capital surplus | 38,403,057 | 82 | 46,447,060 | 98 | ||||
| Retained earnings | 6(11) | ||||||||
| 3310 | Legal reserve | - | - | 216,945 | - | ||||
| 3320 | Special reserve | - | - | 154,927 | - | ||||
| 3350 | Accumulated deficit | ( | 1,422,637) ( | 3 ) ( | 6,814,704) ( | 14) | |||
| Other equity interest | 6(12) | ||||||||
| 3400 | Other equity interest | 1,951,165 | 4 ( | 24,296) | - | ||||
| 3500 | Treasury shares | 6(9) | ( | 135,163) | - ( | 135,163) | - | ||
| 3XXX | Total equity | 46,175,827 | 99 | 47,374,174 |
100 | ||||
| Significant events after the balance | 11 | ||||||||
| sheet date | |||||||||
| 3X2X | Total liabilities and equity | $ | 46,820,469 | 100 $ | 47,529,950 |
100 |
44
ENNOSTAR INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for loss per share amounts)
| Year | endedDecember31 | endedDecember31 | endedDecember31 | endedDecember31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | ||||||
| 4000 | Sales revenue | 6(13) and 7 | $ | 582,208 | 100 | $ | 336,750 | 100 | |||
| 5000 | Operating costs | 6(3)(14)(15) | ( | 1,989,596 )( | 342) | ( | 7,110,131) ( | 2111) | |||
| 5900 | Operating margin | ( | 1,407,388 )( | 242) | ( | 6,773,381) ( | 2011 ) | ||||
| 5950 | Net operating margin | ( | 1,407,388 )( | 242) | ( | 6,773,381) ( | 2011) | ||||
| 6900 | Operating loss | ( | 1,407,388 )( | 242) | ( | 6,773,381) ( | 2011 ) | ||||
| Non-operating income and expenses | |||||||||||
| 7100 | Interest income | 17,606 | 3 | 11,094 | 3 | ||||||
| 7010 | Other income | 1,419 | - | 673 | - | ||||||
| 7020 | Other gains and losses | 269 | - | 56 | - | ||||||
| 7050 | Finance costs | ( | 919 ) | - | ( | 158) | - | ||||
| 7000 | Total non-operating income and | ||||||||||
| expenses | 18,375 | 3 | 11,665 | 3 | |||||||
| 7900 | Loss before income tax | ( | 1,389,013 ) ( | 239) | ( | 6,761,716) ( | 2008 ) | ||||
| 7950 | Income tax benefit (expense) | 6(16) | 3,939 | 1 | ( | 20,962) ( | 6 ) | ||||
| 8200 | Loss for the year | ( | $ | 1,385,074 )( | 238) | ($ | 6,782,678) ( | 2014 ) | |||
| Other comprehensive (loss) income | |||||||||||
| Components of other comprehensive | |||||||||||
| income that will not be reclassified to | |||||||||||
| profit or loss | |||||||||||
| 8330 | Share of other comprehensive | 6(3) | |||||||||
| 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 | $ | 1,444,052 | 248 | $ | 33,525 | 10 | |||||
| 8349 | Income tax related to components of | 6(3)(16) | |||||||||
| other comprehensive income that | |||||||||||
| will not be reclassified to profit or | |||||||||||
| loss | ( | 115,994)( | 20) | ( | 42,586) ( | 13 ) | |||||
| 8310 | Components of other | ||||||||||
| comprehensive income (loss) that | |||||||||||
| will not be reclassified to profit or | |||||||||||
| loss | 1,328,058 | 228 | ( | 9,061) ( | 3 ) | ||||||
| Components of other comprehensive | |||||||||||
| income that will be reclassified to | |||||||||||
| profit or loss | |||||||||||
| 8380 | Share of other comprehensive | 6(3) | |||||||||
| 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 | 652,570 | 112 | ( | 251,091) ( | 75 ) | ||||||
| 8399 | Income tax related to components of | 6(3)(16) | |||||||||
| other comprehensive income that | |||||||||||
| will be reclassified to profit or loss | ( | 423 ) | - | 6,262 | 2 | ||||||
| 8360 | Components of other | ||||||||||
| comprehensive income (loss) that | |||||||||||
| will be reclassified to profit or loss | 652,147 | 112 | ( | 244,829) ( | 73 ) | ||||||
| 8300 | Other comprehensive income (loss) | $ | 1,980,205 | 340 | ($ | 253,890) ( | 76 ) | ||||
| 8500 | Total comprehensive income (loss) | $ | 595,131 | 102 | ($ | 7,036,568) ( | 2090 ) | ||||
| Loss per share (NT$) | 6(17) | ||||||||||
| 9750 | Total basic loss per share | ( | $ | 1.87) | ($ | 9.02) | |||||
| 9850 | Total diluted loss per share | ( | $ | 1.87) | ($ | 9.02) |
45
ENNOSTAR INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Notes 2023 Balance at January 1, 2023 Loss for the year Other comprehensive income (loss) for the year Total comprehensive loss Appropriation of 2022 earnings Reversal of special reserve Retirement of treasury shares 6(9) Changes in ownership interests in subsidiaries accounted for using equity method 6(10) Changes in equity of associates and joint ventures accounted for using equity method 6(10) Difference between consideration and carrying amount of subsidiaries acquired and disposed 6(10) Empolyee stock ownership trust cancellation return 6(10) Disposal of equity investments measured at fair value through other comprehensive income 6(12) Balance at December 31, 2023 2024 Balance at January 1, 2024 Loss for the year Other comprehensive income Total comprehensive income (loss) Appropriation of 2023 earnings Reversal of special reserve Legal reserve used to offset accumulated deficits Special reserve used to offset accumulated deficits Capital surplus used to offset accumulated deficits 6(10) Cash dividends from capital surplus 6(10) Changes in ownership interests in subsidiaries accounted for using equity method 6(10) Changes in equity of associates and joint ventures accounted for using equity method 6(10) Difference between consideration and carrying amount of subsidiaries acquired and disposed 6(10) Employee stock ownership trust cancellation return 6(10) Retirement of treasury share 6(9) Purchase of treasury shares 6(9) Disposal of equity investments measured at fair value through other comprehensive income 6(12) Balance at December 31, 2024 |
Share capital - common stock |
Capitalsurplus | Retained earnings | Otherequityinterest | Otherequityinterest | Otherequityinterest | Treasury stocks | Totalequity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings (Accumulated deficit) |
d | Cumulative translation ifferences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensiveincome |
|||||||||||||
| $ 7,547,840 - - - - ( 18,435 ) - - - - - $ 7,529,405 $ 7,529,405 - - - - - - - - - - - - ( 150,000 ) - - $ 7,379,405 |
$ 46,421,664 - - - - ( 141,212 ) 87,548 59,445 19,564 51 - $ 46,447,060 $ 46,447,060 - - - - - - ( 6,442,833 ) ( 677,646 ) ( 398,543 ) ( 11,226 ) ( 14,701 ) 1,596 ( 500,650 ) - - $ 38,403,057 |
$ 216,945 - - - - - - - - - - $ 216,945 $ 216,945 - - - - ( 216,945 ) - - - - - - - - - - $ - |
$ 290,598 - - - ( 135,671 ) - - - - - - $ 154,927 $ 154,927 - - - ( 54,843 ) - ( 100,084 ) - - - - - - - - - $ - |
$ 147,022 ( 6,782,678 ) 6,604 ( 6,776,074 ) 135,671 - ( 160,135 ) - - - ( 161,188 ) ($ 6,814,704 ) ($ 6,814,704 ) ( 1,385,074 ) 36,558 ( 1,348,516 ) 54,843 216,945 100,084 6,442,833 - - - ( 42,308 ) - - - ( 31,814 ) ($ 1,422,637 ) |
$ 36,083 - ( 244,829 ) ( 244,829 ) - - - - - - - ($ 208,746 ) ($ 208,746 ) - 652,147 652,147 - - - - - - - - - - - - $ 443,401 |
$ 38,927 - ( 15,665 ) ( 15,665 ) - - - - - - 161,188 $ 184,450 $ 184,450 - 1,291,500 1,291,500 - - - - - - - - - - - 31,814 $ 1,507,764 |
($ 294,810 ) - - - - 159,647 - - - - - ($ 135,163 ) ($ 135,163 ) - - - - - - - - - - - - 650,650 ( 650,650 ) - ($ 135,163 ) |
$ 54,404,269 ( 6,782,678 ) ( 253,890 ) ( 7,036,568 ) - - ( 72,587 ) 59,445 19,564 51 - $ 47,374,174 $ 47,374,174 ( 1,385,074 ) 1,980,205 595,131 - - - - ( 677,646 ) ( 398,543 ) ( 11,226 ) ( 57,009 ) 1,596 - ( 650,650 ) - $ 46,175,827 |
46
ENNOSTAR INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| Notes | 2024 | 2023 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Loss before tax | ( $ | 1,389,013 ) ( $ | 6,761,716 ) | |||
| Adjustments | ||||||
| Adjustments to reconcile profit (loss) | ||||||
| Depreciation | 6(4)(5)(14) | 2,269 | 1,395 | |||
| Amortization | 6(6)(14) | 406 | - | |||
| Interest expense | 919 | 158 | ||||
| Interest income | ( | 17,606 ) ( | 11,094 ) | |||
| Share of loss of associates and joint ventures accounted for | 6(3) | |||||
| using equity method | 1,445,894 | 6,781,735 | ||||
| Changes in operating assets and liabilities | ||||||
| Changes in operating assets | ||||||
| Other receivables-related parties | ( | 26,886 ) | 83,858 | |||
| Prepayments | 7,027 ( | 2,080 ) | ||||
| Other current assets | - | 1 | ||||
| Changes in operating liabilities | ||||||
| Other payables | 40,094 | 34,137 | ||||
| Other payables-related parties | ( | 2,343 ) | 823 | |||
| Other current liabilities | 5,341 | 1,543 | ||||
| Cash inflow generated from operations | 66,102 | 128,760 | ||||
| Dividend received | 4,004,759 | 731,003 | ||||
| Interest received | 16,473 | 10,957 | ||||
| Interest paid | - ( | 158 ) | ||||
| Income tax paid | ( | 5,041 ) ( | 29,983 ) | |||
| Net cash flows from operating activities | 4,082,293 | 840,579 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Acquisition of financial assets at amortised cost | - ( | 120,000 ) | ||||
| Acquisition of investments accounted for using equity method | - ( | 706,962 ) | ||||
| Acquisition of property, plant and equipment | 6(18) | ( | 3,248 ) ( | 2,457 ) | ||
| Decrease in refundable deposits | - | 403 | ||||
| Decrease in other receivables due from related parties | 200,000 | - | ||||
| Acquisition of intangible assets | 6(18) | ( | 2,214 ) | - | ||
| Net cash flows from (used in) investing activities | 194,538 ( | 829,016 ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Increase (decrease) in short-term loans | 6(19) | 450,000 ( | 100,000 ) | |||
| Decrease in guarantee deposits received | 6(19) | ( | 8 ) | - | ||
| Repayments of the principle portion of lease liabilities | 6(19) | ( | 219 ) | - | ||
| Cash dividends paid | ( | 677,646 ) | - | |||
| Purchase of treasury shares | ( | 650,650 ) | - | |||
| Capital increase of a subsidiary | ( | 2,627,400 ) | - | |||
| Disposal of ownership interests in subsidiaries | 12,709 | - | ||||
| Employee stock ownership trust cancellation return | 1,596 | 51 | ||||
| Net cash flows used in financing activities | ( | 3,491,618 ) ( | 99,949 ) | |||
| Net increase (decrease) in cash and cash equivalents | 785,213 ( | 88,386 ) | ||||
| Cash and cash equivalents at beginning of year | 602,547 | 690,933 | ||||
| Cash and cash equivalents at end of year | $ | 1,387,760 $ | 602,547 |
47
Attachment 9
ENNOSTAR Inc. Deficit Compensation Table Year 2024
| ENNOSTAR Inc. Deficit Compensation Table Year 2024 |
|
|---|---|
| Unit: NT$ | |
| Item | Total |
| Unappropriated Retained Earnings of previous years Net loss after tax of 2024 Changes in actuarial gains and losses Disposal of equity instruments at fair value through other comprehensive income Difference between consideration and carrying amount of subsidiaries acquired and disposed Deficits to be compensated at the end of 2024 Deficit compensation item : capital surplus-additional paid-in capital arising from ordinaryshare |
0 (1,385,074,015) 36,558,358 (31,813,360) (42,307,848) (1,422,636,865) 1,422,636,865 |
| Accumulated deficit | 0 |
Chairman Shuang-Lang (Paul) Peng President Shuang-Lang (Paul) Peng Accounting Supervisor Ya-Chi Chen
48
Attachment 10
ENNOSTAR Inc. Articles of Incorporation
Comparison Table for Amendments
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|
|---|---|---|---|---|
| Article 1 | This Company is incorporated in accordance with the provision of the Company Limited by Shares of the Company Act, the full name of the Company is ENNOSTAR Inc. |
This Company is incorporated in accordance with the provision of the Company Limited by Shares of the Company Act, the full name of the Company is ENNOSTAR Inc. |
It is proposed to replace ”富 采投資控股股 份有限公司” with” 富采控 股股份有限公 司 ” for operational development needs. The English name is unchanged. |
|
| Article 22 | The Company shall have one President whose appointment, discharge and remuneration shall be handled according to Article 29 of the Company Act. For the appointment or demission of other non- appointed managers (including but not limited to vice president), the president shall obtain the Chairman’s consent then submit to the Board of Directors to be approved by a majority of directors in a meeting attended by more than half of the directors. |
The Company shall have one President whose appointment, discharge and remuneration shall be handled according to Article 29 of the Company Act. For the appointment of other non-appointed managers (including but not limited to vice president), the president shall obtain the Chairman’s consent then submit to the Board of Directors to be approved by a majority of directors in a meeting attended by more than half of the directors. |
Operational development needs |
|
| Article 24 | The Company shall dispatch 0.1% to 15% of the annual profit to the employee remuneration and no more than 2% to directors and supervisors as remuneration. |
The Company shall dispatch 0.1% to 15% of the annual profit to the employee remuneration and no more than 2% to directors and supervisors as remuneration. |
According to the amendment to Article 14 of ”Securities and Exchange |
49
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
||
|---|---|---|---|---|---|
| However, when the Company still has accumulated losses, the Company shall offset the accumulated losses. The “annual profit”in the preceding paragraphmeans the year's pre-tax benefits before deducting the distribution of employees' remuneration and directors and supervisors' remuneration. Employee remuneration could be by stock or by cash. The object of the issue of shares or cash including the employees of subsidiaries or parents of the Company who meet certain conditions. The term of “certain condition” is authorized to be set by the Board of Directors. Dispatched remuneration of employees and directors shall be decided by the Board of Directors with more than two- thirds of the directors present and resolved by majority of the attended directors and report to shareholder meeting. |
However, when the Company still has accumulated losses, the Company shall offset the accumulated losses. The total amount of “employee remuneration”in the preceding paragraph shall be no less than 20% for the distribution of non- executive employees. The “annual profit” referred to in paragraph 1 means the year's pre-tax benefits before deducting the distribution of employees' remuneration and directors and supervisors' remuneration. Employee remuneration could be by stock or by cash. The object of the issue of shares or cash including the employees of subsidiaries or parents of the Company who meet certain conditions. The term of “certain condition” is authorized to be set by the Board of Directors. Dispatched remuneration of employees and directors shall be decided by the Board of Directors with more than two- thirds of the directors present and resolved by majority of the attended directors and report to shareholder meeting. |
Act” | |||
| Article 27 | The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020. The 1st amendment was made on May 31, 2022. The 2nd amendment was |
The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020. The 1st amendment was made on May 31, 2022. The 2nd amendment was |
Added the latest amendment date. |
50
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|
|---|---|---|---|---|
| made on May 24, 2024. | made on May 24, 2024. The 3rd amendment was made on May 23, 2025. |
51
Attachment 11
ENNOSTAR Inc.
Procedures for Loaning Funds to Other Parties
Comparison Table for Amendments
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|---|---|---|---|
| Article 5 | Procedures of loans 1.Crediting Before the Company proceeds with any loans to others, the creditor is required to provide all necessary data and financial information in order to apply for financing from the Company. After accepting the application, the Company’s Treasury Department shall evaluate the reason, use of proceeds, purpose, amount, effect on such capital lending, the value of the collateral and the credit and operational conditions of the applicant (borrower), and further evaluate the impact on the Company’s operation risk, financial conditions and the shareholders equity caused by such capital lending. Results of the evaluations shall be submitted to the board of directors for discussion and approval. 2.Security Except the borrower is a subsidiary,when conducting any loans to others, the Company should request guaranteed checks equivalent to the loan amount and mortgage of chattel or real estate when necessary. The Board of |
Procedures of loans 1.Crediting Before the Company proceeds with any loans to others, the creditor is required to provide all necessary data and financial information in order to apply for financing from the Company. After accepting the application, the Company’s Treasury Department shall evaluate the reason, use of proceeds, purpose, amount, effect on such capital lending, the value of the collateral and the credit and operational conditions of the applicant (borrower), and further evaluate the impact on the Company’s operation risk, financial conditions and the shareholders equity caused by such capital lending. Results of the evaluations shall be submitted to the board of directors for discussion and approval. 2.Security Except the borrower is a subsidiary,when conducting any loans to others, the Company should request guaranteed checks equivalent to the loan amount and mortgage of chattel or real estate when necessary. The Board of |
Correct the corresponding article and paragraph |
52
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|---|---|---|---|
| Directors may take reference from the crediting report from Finance department if the debtor provides individual or corporation with qualified financial status as a guarantee. The Company should pay attention to whether there is any clause related to guarantee in the Articles of Incorporation of those corporation. 3.Delegation Scope Before approving any loan to others, the Company’s Finance department should submit the application to President and Board of Directors for approval based on the evaluation result of Paragraph 1, Article 5. Any loan between the Company and any subsidiary, or between different subsidiaries, should be submitted to the Board of Directors for deliberation and approval based on the evaluation result of Paragraph 1, Article 5. The Chairman is authorized to approve the same debtor within the delegated credit line decided by the Board of Directors for any loan (installment or revolving) under 1-year tenure. Except for stipulated inParagraph 2, Article 2, the delegated credit line for any single enterprise shall not exceed 10% net worth of the Companyor the subsidiary |
Directors may take reference from the crediting report from Finance department if the debtor provides individual or corporation with qualified financial status as a guarantee. The Company should pay attention to whether there is any clause related to guarantee in the Articles of Incorporation of those corporation. 3.Delegation Scope Before approving any loan to others, the Company’s Finance department should submit the application to President and Board of Directors for approval based on the evaluation result of Paragraph 1, Article 5. Any loan between the Company and any subsidiary, or between different subsidiaries, should be submitted to the Board of Directors for deliberation and approval based on the evaluation result of Paragraph 1, Article 5. The Chairman is authorized to approve the same debtor within the delegated credit line decided by the Board of Directors for any loan (installment or revolving) under 1-year tenure. Except for stipulated in Paragraph 3, Article 4,the delegated credit line for any single enterprise shall not exceed 10% net worth of the Companyor the subsidiary |
53
| Article No. | Original Articles | Original Articles | Amended Articles | Reasons for Amendments |
|
|---|---|---|---|---|---|
| based on the most recent financial statement. When it submits the matters related to loaning funds to other parties for discussion by the Board of Directors, the Company should consider each independent director’s comments for any loan to others. If an independent director has objections or reservations, it should be stated in the meeting minutes of the board of directors. 4. The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be evaluated. |
based on the most recent financial statement. When it submits the matters related to loaning funds to other parties for discussion by the Board of Directors, the Company should consider each independent director’s comments for any loan to others. If an independent director has objections or reservations, it should be stated in the meeting minutes of the board of directors. 4. The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be evaluated. |
||||
| Article 6 | Tenure and interest calculation Each funding is limited in one year or one operating cycle (whichever is longer). The loan interest should not be lower than the highest interest for the Company’s short-term finance from financial institutes. The payment of interest is on a monthly basis unless otherwise approved by the BOD for adjustment based on status quo. |
Tenure and interest calculation Each funding is limited in one year or one operating cycle (whichever is longer). The Company may adjust loan interest rate flexibly according to the Company’s cost of capital, but it shall not be lower than the average interest rate of short-term finance from financial institutions at the time of the loan. However, if the Company does not acquire short-term debt at the time of the loan, the Company may refer to the deposit interest rate set by the financial institutions. The payment of interest is on a |
Actual operation needs |
54
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|
|---|---|---|---|---|
| monthly basis unless otherwise approved by the BOD for adjustment based on status quo. |
||||
| Article 14 | The Handling Procedures were enacted at the promoters' meeting on August 7, 2020; first amendment was made on May 24, 2024. |
The Handling Procedures were enacted at the promoters' meeting on August 7, 2020. The 1st amendment was made on May 24, 2024. The 2nd amendment was made on May 23, 2025. |
Added the latest amendment date. |
55
Attachment 12
ENNOSTAR Inc.
List of releasing the directors from non-competition restrictions
| Name | Positions in Other Companies | Main Business | Place of establishment |
|---|---|---|---|
| Shuang-Lang (Paul) Peng | The executive director of AUO Digitech (Suzhou) Co., Ltd. |
Business management consulting, services of technology promotion and application, and platform services of industrial cloud |
China |
| The executive director of AUO MegaInsight (Suzhou) Co., Ltd. |
Development, sales and licensing of software and hardware relating to intelligent manufacturing, and related consultingservices |
China | |
| The executive director of Edgetech Data Technologies (Suzhou) Corp., Ltd. |
Design and sales of software and hardware integration system and equipment relating to intelligent manufacturing |
China | |
| The executive director of AUO Megainsight (Xiamen)Co.,Ltd. |
Sales of software and hardware relating to intelligent manufacturing,and related consultingservices |
China | |
| AUO Corporation | The director of AUO (L) Corp. | Holding company | Malaysia |
| The director of AUO Mobility Solution Corporation |
Manufacturing of electrical product, audio-visual electronicproduct and electronic components |
Taiwan R.O.C. | |
| The director of Yenrich Technology Corporation | Research, development and sales of electronic components |
Taiwan R.O.C. | |
| The director of AUO Envirotech Inc. | Planning, design and construction of environmental resource sustainability engineering and related project management |
Taiwan R.O.C. |
⚫ Mr. Shuang-Lang (Paul) Peng is the Chairman and CSO of AUO Corporation. The company positions listed above are all management positions of companies directly or indirectly invested by AUO Corporation; Economically speaking, there is no conflict of interest against ENNOSTAR Inc.
56