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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).

2

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

4

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)

5

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):

  1. 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?

  2. 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?

6

Minutes of responses of Chairman Shuang-Lang (Paul) Peng, CFO Hsing-Chia Liu and the CPA of PricewaterhouseCoopers Tien Yi Li:

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  • 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.

  • 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.

  • 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

16

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:

  1. 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.

  2. 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

28

  1. 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.

  2. 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.

  3. 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:

  1. 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

  1. 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:

  1. 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

  1. 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.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. 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.

  4. 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.

  5. 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


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