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ENNOSTAR — AGM Information 2026
Apr 22, 2026
52376_rns_2026-04-22_1eeabc29-a347-4a3a-9f9e-3ab075c69dd8.pdf
AGM Information
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ENNOSTAR Inc.
TWSE:3714
2026 Annual General Shareholders’ Meeting
Meeting Agenda
【Translation】
Meeting Time: 9:00 a.m. on Tuesday, May 26, 2026
Place: No. 1, Gongye E. 3rd Rd., Hsinchu Science Park, Hsinchu City, Taiwan (AUO GRC Meeting Room)
- [Method of shareholders' meeting: hybrid shareholders' meeting]
Please find the 2026 Annual General Shareholders’ Meeting Agenda on the following websites: ◼ MOPS website: http://mops.twse.com.tw
- Ennostar Inc. website: http://www.ennostar.com
Table of Contents
| Meeting Procedure……………………………………………………………………………………………….…… | 2 |
|---|---|
| Meeting Agenda..…………………………………………………………………………............................... | 3 |
| 1. Report Items………………………………………………………………………………….………… | 5 |
| 2. Election Items…………..…………………………………………………………………………..…. | 7 |
| 3. Recognition and Discussion Items…………………………………….……………………… | 8 |
| 4. Extemporary Motions………………………………………………………………………….…… | 10 |
| 5. Meeting Adjourn……………………………………………….……………….……………………. | 10 |
| Attachments | |
| Attachment 1: 2025 Business Report………………….……………………………………………….…. | 11 |
| Attachment 2: Audit Committee’s Review Report…………………………………………….……. | 15 |
| Attachment 3:Communication between members of the Audit Committee and Internal Audit Officer……………………………………………………..……..…….….. |
16 |
| Attachment 4: 2025 Remuneration Paid to Directors………………………………………………. | 17 |
| Attachment 5: Securities by way of Private Placement in 2022……….……………………… | 18 |
| Attachment 6: List of Director Candidates……………………………….……………………………… | 22 |
| Attachment 7: 2025 Report of Independent Accountants and Financial Statements… | 24 |
| Attachment 8: Deficit Compensation Table…………………………………………………………….. | 48 |
| Attachment 9:Explanation of Changed Plan for 2022 Cash Capital Increase in Private Placement of Common Shares………………………………………..………..…….. |
49 |
| Attachment 10: Amendments to Articles of Incorporation……………………………..………… | 52 |
| Attachment 11: Amendments to Acquisition or Disposal Procedures of Asset.…..…….. | 53 |
| Attachment 12:List of releasing the director candidates (including independent director candidates) from non-competition restrictions……………..….… |
58 |
| Appendixes | |
| Appendix 1: Articles of Incorporation…….....………………………………………………..……….…. | 63 |
| Appendix 2: Rules for the Procedures of the Shareholders’ Meeting……………………….. | 69 |
| Appendix 3: Rules for Elections of Directors……………………………………………..…………….. | 73 |
| Appendix 4: Current Shareholding of Directors……………………………………………………….. | 75 |
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ENNOSTAR Inc.
Procedures for the 2026 Annual General Shareholders’ Meeting
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1 . Call the Meeting to Order
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2 . Chairman’s Address
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3 . Report Items
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Election Items
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5 . Recognition and Discussion Items
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6 . Extemporary Motions
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7 . Meeting Adjourn
2
ENNOSTAR Inc. Agenda of the 2026 Annual General Shareholders’ Meeting
[Method of shareholders' meeting: hybrid shareholders' meeting]
Time: 9:00 a.m. on Tuesday, May 26, 2026
Place: No. 1, Gongye E. 3rd Rd., Hsinchu Science Park, Hsinchu City, Taiwan
(AUO GRC Meeting Room)
E-Meeting Platform: “eMeeting” by Taiwan Depository & Clearing Corporation
(https:// stockservices.tdcc.com.tw)
Attendants: All shareholders or their proxy
Chairman: Shuang-Lang (Paul) Peng, Chairman
I. Call the Meeting to Order
II. Chairman’s Address
III. Report Items
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2025 Business Report.
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Audit Committee's report of 2025 audited financial report and the communication between independent directors and internal audit officer.
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To report 2025 employees' profit sharing and directors' compensation.
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To report 2025 Directors' Remuneration.
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To report on the implementation status of the cash capital increase in private placement of common shares adopted by the 2022 Annual General Shareholders' Meeting.
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To report cash distribution from capital surplus.
IV. Election Items
To elect nine directors (including five independent directors) being the third-term directors.
V. Recognition and Discussion Items
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To recognize 2025 Business Report and Financial Statements.
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To recognize 2025 Deficit Compensation Proposal.
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To recognize the changed plan for raising of funds of the cash capital increase in private placement of common shares adopted by the 2022 Annual General Meeting of Shareholders.
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To amend “Articles of Incorporation.”
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To amend “Acquisition or Disposal Procedures of Asset.”
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To release the directors from non-competition restrictions.
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To approve the proposal of Capital Reduction in cash.
VI. Extemporary Motions
VII. Meeting Adjourn
4
Report Items
1. 2025 Business Report. (proposed by the Board)
Explanation:
The 2025 Business Report is attached hereto as Attachment 1 (page 11 ~14).
2. Audit Committee's report of 2025 audited financial report and the communication between independent directors 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 2025 employees' profit sharing and directors' compensation. (proposed by the Board)
Explanation:
Considering the loss in 2025 and pursuant to the Articles of Incorporation, the 2025 employees' profit sharing and directors' compensation will be not distributed. There is also no relative estimated expense in 2025.
4. To report 2025 Directors' Remuneration. (proposed by the Board) Explanation:
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(1) Remuneration Policy
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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. In accordance with “Articles of Self-Evaluation of the Board of Directors and Functional Committees”, the Board’s regular self-evaluation 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. In terms of operating performance, the assessment is primarily based on a comprehensive consideration of factors such as earnings per share, return on equity, operating profit margin, and EBITDA%. However, in the past two years, the Company has only paid attendance subsidy and fixed remuneration, and no variable remuneration.
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ii. Fixed remuneration
- Consider that 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
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strategy, and be obviously helpful when judging and performing duty; Also, by considering the laws and regulations impose 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 chairperson or a member of a functional committee, the weight will be applied at different rates.
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iii. Attendance subsidy
- The attendance of directors and members of functional committees will be subsidized for attendance allowance/transportation subsidies.
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(2) Contents and amounts of individual remuneration paid to Directors in 2025 are attached hereto as Attachment 4 (page 17).
5. To report on the implementation status of the cash capital increase in private placement of common shares adopted by the 2022 Annual General Shareholders' Meeting. (proposed by the Board)
Explanation:
-
(1) The Annual General 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.
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(2) Related information is attached hereto as Attachment 5 (page 18 ~21).
6. To report cash distribution from capital surplus. (proposed by the Board)
Explanation:
-
(1) After 2024 deficit compensation proposal has been recognized on 2025 Annual General Shareholders’ Meeting, it is proposed to distribute NT$664,146,414 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$0.9 per share, i.e. NT$900 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.
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(2) The Chairman was authorized to determine the record date and payment date. The record date was determined to be July 1, 2025 and cash has been paid on July 24, 2025.
6
Election Items
To elect nine directors (including five independent directors) being the third-term directors. (proposed by the Board)
Explanation:
-
(1) The term of office for the second-term directors will expire on May 30, 2026. It is proposed that the third-term directors be elected at the 2026 annual general shareholders’ meeting
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(2) A total of nine directors (including five independent directors) shall be elected for the third-term Board of Directors. The term of office for the new directors is three years, from May 26, 2026 (upon adjournment of the current annual shareholders’ meeting) to May 25, 2029. The second-term directors will leave their office at commencement of the new directors’ term.
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(3) Pursuant to the Company's Articles of Incorporation, the election of directors adopts the candidate nomination system. Shareholders shall elect directors from the nominated candidates. The educational background, experience and other relevant information are attached hereto as Attachment 6 (page 22 ~23).
Results:
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Recognition and Discussion Items
1. To recognize 2025 Business Report and Financial Statements. (proposed by the Board) Explanation:
-
(1) The 2025 Business Report and Financial Statements that were approved by the Board of Directors’ Meeting on March 6, 2026, 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.
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(2) The 2025 Business Report, Audit Report from the Certified Public Accountant (CPA), and Financial Statements are attached hereto as Attachment 1 (page 11~14) and Attachment 7 (page 24~47).
Resolution:
2. To recognize 2025 Deficit Compensation Proposal. (proposed by the Board)
Explanation:
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(1) The Company’s net loss after tax of 2025 was NT$2,714,954,420. The accumulated deficit was NT$2,686,903,915 by considering changes in actuarial gains and losses, disposal of equity investment measured at fair value through other comprehensive income, changes in equity of associates and joint ventures accounted for using equity method, and difference between consideration and carrying amount of subsidiaries acquired and disposed. It is proposed to offset the losses by capital surplus-additional paid-in capital arising from ordinary shares.
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(2) The Deficit Compensation Table is attached hereto as Attachment 8 (page 48). Resolution:
3. To recognize the changed plan for raising of funds of the cash capital increase in private placement of common shares adopted by the 2022 Annual General Meeting of Shareholders. (proposed by the Board)
-
Explanation:
-
(1) Annual General Shareholders' Meeting held on May 31, 2022 resolved to increase capital by issuing 70 million common shares for private placement. The Board was authorized to handle main points of the private placement of common shares, including but not limited to the actual plan items, progress of fund use, and anticipated benefits if there should be revised because of the evaluation of the operation or objective environmental changes.
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(2) The private placement price was NT$51.82 per share and total amount was NT$3,627,400 thousand. The Company collected the sufficient payment for shares on July 8, 2022. Private placement shares were issued (delivery) on August 31, 2022.
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(3) In response to changes in the external environment and in consideration of the Group’s integration strategy needs, the Company has re-examined and evaluated the economic benefits of the original plan and proposed to adjust the items under the fund utilization plan to align with the Company’s actual development needs and maximize overall benefits.
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(4) The comparison of plan items, progress of fund uses and anticipated benefits before and after the amendment is attached hereto as Attachment 9(page 49~51).
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Resolution:
4. To amend “Articles of Incorporation.” (proposed by the Board)
Explanation:
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(1) In order to meet the operational development needs of the Company, it is proposed to amend Article 5 of “Articles of Incorporation.”
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(2) Comparison Table for Amendments is attached hereto as Attachment 10 (page 52). Resolution:
5. To amend “Acquisition or Disposal Procedures of Asset.” (proposed by the Board)
Explanation:
- The Financial Supervisory Commission announced amendments to Articles 31 and 35 of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on July 24, 2025. In accordance with the amended provisions and in consideration of the Company’s operational needs, it is proposed to revise “ Acquisition or Disposal Procedures of Asset” of the Company. Comparison Tables for Amendments is attached hereto as Attachment 11 (page 53~57).
Resolution:
6. 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.
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(2) It is proposed to approve to release the list of Company’s third-term directors and their representatives from non-competition restrictions without damaging the interests of the Company. A list of releasing the directors (including independent directors) from non-competition restrictions proposed to be approved is attached hereto as Attachment 12 (page 58~62).
Resolution:
7. To approve the proposal of Capital Reduction in cash. (proposed by the Board)
Explanation:
-
(1) In order to adjust the capital structure, it is proposed to reduce capital and refund cash to shareholders.
-
(2) Amount of capital reduction is NT$ 3,379,404,600 and shares to be cancelled are 337,940,460 (including private placement 32,056,559 shares). According to the total common shares 737,940,460 issued, capital reduction percentage is
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45.79508488%. Shares after capital reduction are 400,000,000 (including private placement 37,943,441 shares) and share capital will be NT$ 4,000,000,000 on the basis of a par value of NT$10 per share. Paid-in capital after capital reduction and actual capital reduction percentage are calculated in accordance with the total shares issued at the record date for replacement of shares.
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(3) Based on the total number of issued shares referred to in the preceding paragraph, 457.9508488 shares will be cancelled for each 1,000 shares (i.e., approximately 542.0491512 shares will be issued for each 1,000 shares held). Shareholders will be refunded by NT$ 4.579508488 per share (with amounts below NT$ 1 being discarded). After capital reduction, shareholders may combine shares of common stock less than 1 share with the stock transfer agency of the Company, the stock affairs agency department of Taishin Securities Co., Ltd., between 5 days prior to the book closure date of replacement of shares and the day before the book closure date of replacement of shares. For fractional shares of common stock that are still less than 1 share after combination, cash deducted book-entry transfer and dematerialized registration fees will be distributed at the closing price (with amounts below NT$ 1 being discarded) on the last trading date at the stock exchange market before the record date for replacement of shares; Chairman is authorized to appoint a specific party to subscribe to such fractional shares at the closing price.
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(4) The new shares to be issued under the capital reduction will be dematerialized issuance, and the rights and obligations of the new shares will be the same as those of the original shares. The Chairman is authorized to determine the record date for the capital reduction and replacement of shares after the approval of this capital reduction from the shareholders' meeting and the authorities.
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(5) If there is any change in the company’s capital that affects the number of outstanding shares, resulting in the need to adjust the capital reduction ratio and the cash refund per share, or if this capital reduction plan needs to be revised due to amendments in laws, approvals from the competent authorities, or other changes in the external environment, it is proposed that the shareholders' meeting authorize the Chairman to deal with relative matters.
Resolution:
Extemporary Motions
Meeting Adjourn
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Attachment 1
ENNOSTAR Inc. 2025 Business Report
Looking back on 2025, the global economic environment faced multiple challenges, including geopolitical risks and the US reciprocal tariffs policies. For the above reasons, demand in consumer end markets turned cautious and the seasonal peak effect was weaker than usual. The recovery of demand remained slow, and the industry competition intensified during the past year. The challenges were further compounded by the appreciation of the New Taiwan dollar and a surge in precious metal prices. Therefore, Net loss attributable to equity holders of the parent company was NT$2.71 billion, with a basic loss per share (EPS) of -NT$3.69.
Confronted with this challenging market environment, Ennostar remained committed to the core principles of prudent operations and forward-looking deployment. We proactively strengthened our fundamentals by optimizing our product portfolio and capacity allocation. Furthermore, we exercised strict control over operating expenses and carefully evaluated capital expenditures. Also, disposing of low efficiency investments and idle assets ensured a robust financial structure and a healthy cash position.
Integration Completed. A Stronger Ennostar Emerges.
The year 2025 marked a pivotal milestone in the Group’s deep integration journey, laying a critical foundation for future growth. Building upon the previous year's consolidation of systems and processes, we further enhanced the resource integration, and the synergies of “One Ennostar” have gradually begun to emerge. These efforts have established a solid foundation for enhancing mid- to long-term operational efficiency and overall competitiveness. During the year, Epistar Corporation completed its corporate name change and merged with Lextar Electronics Corporation to formally establish Ennostar Corporation. Through substantive integration of organizational structures and resource allocation, we strengthened upstream and downstream collaboration, enhanced operational agility, and reinforced our competitive positioning, providing robust support for future growth.
In our operating strategy, we operated under three guiding principles: Focus, Simplify, and Value-added. We drove revenue growth by concentrating on our 3+1 core valued-added fields, streamlined our product portfolio to reduce pricing pressure, and directing resources toward key customers and differentiated technologies. Through disciplined resource prioritization, we continue to improve operational efficiency and profitability structure.
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Dual-Strategy Approach Powering Our Transformation
Field Value-Added Approach: Expanding High-Value Growth Platforms
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Automotive
Automotive segment remains a core strategic focus and represented our most significant area of achievement in 2025, as well as a primary growth driver for the coming years. Ennostar has long cultivated expertise in automotive LED and display technologies, holding over 50% global market share in yellow and red automotive LED chips, and ranking among the world’s top three automotive backlight suppliers.
Strategically, we have evolved from a single-component supplier to an application-driven development partner. Leveraging our optoelectronic semiconductor integration capabilities, we continue to deepen collaborations with global Tier 1s and OEMs, advancing automotive optoelectronic components toward system-level and platform-based solutions.
In 2025, we achieved multiple milestones in the automotive segment. We launched our minilike and i-mini pixelated interactive Intelligent Signaling Display (ISD) solutions, debuting with Valeo at IAA MOBILITY 2025. We also achieved mass production projects with leading Chinese automakers. Meanwhile, our Mini LED backlight solutions were adopted by several global automotive brands, further solidifying our leadership in the automotive display market.
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Advanced Display
Advanced display technology and commercialization is a strategic priority, centered on Micro LED and Smart Display solutions. Micro LED, with its high brightness, low power consumption, and superior reliability, is widely regarded as a critical enabling technology for next-generation displays and high-speed optical transmission. Smart Display solutions emphasize high curvature and customizable form factors to meet diverse application requirements.
From a technology and strategy perspective, we continue to focus on breakthrough process development in advanced displays and collaborate closely with ecosystem partners to accelerate adoption. Anchored in core display components and manufacturing technologies, we integrate platform-based design with scalable production processes to help partners bring products to market efficiently.
Ennostar achieved meaningful progress in 2025. Micro LED products entered official mass production with brand customers. At Touch Taiwan exhibition in 2025, we unveiled the GemiLED™ technology platform, which maintains high brightness and performance while significantly reducing end-product power consumption, making it well suited for immersive interactive and large-scale display applications. Smart Display solutions were successfully adopted in gaming and other specialized applications, with further market expansion underway.
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Smart Sensing
Smart sensing represents a strategic extension of our optoelectronic core competencies and a key driver of system-level integration value. Ennostar is among the few companies globally capable of offering a full-spectrum technology platform spanning from deep ultraviolet (UVC) to extended short-wave infrared (eSWIR). Our sensing solutions serve healthcare, consumer electronics, and industrial applications, and we maintain over 40% global market share in wearable sensing market.
Strategically, we continue to enhance product depth and integration capability in smart sensing, expanding from emitter devices to receiver components. By building a comprehensive technology platform covering epitaxy, chips, packages and modules integration, we enable customers to accelerate adoption through one-stop solutions.
In 2025, we further increased our industry visibility. We commenced mass production of InGaAs infrared photodiode receiver components and, in collaboration with partners, showcased integrated display and sensing solutions at Automation Intelligence and Robot Show, successfully entering the smart automation market. Looking ahead, we will further expand into high-value applications such as industrial automation and robotics to strengthen our growth drivers.
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AI Optical Interconnects
AI optical interconnect represents a key future growth engine. As AI model scale expands, demand for high-speed interconnects within and between data center racks continues to accelerate. Leveraging our III-V compound semiconductor expertise and extensive optoelectronic manufacturing experience, Ennostar is well positioned to supply critical emitter and receiver components for AI optical interconnect systems.
Technologically, we are pursuing parallel multi-light-source development to address varying transmission distances and system architectures. Our portfolio includes Micro LED, VCSEL, and CW-DFB laser diode (LD) technologies. By integrating Group resources, we provide both emitter and receiver capabilities while collaborating with module and system partners to validate applications.
All three AI optical interconnect light source platforms advanced steadily in 2025, with joint system-level development initiatives underway to establish a foundation for future commercialization and mass production.
Solution Value-Added Approach: From Components to Integrated Solutions
Solution value-added represents the core engine of our transformation. Beginning in 2025, we accelerated our evolution from a light-source supplier to an integrated solution provider, centering on end-application requirements and integrating design, manufacturing, and system capabilities.
From a business model perspective, early-stage co-development with customers was central
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to our approach. Through collaborative specification definition, platform-based design, and scalable manufacturing processes, we shortened development cycles and enhanced program success rates.
By deepening our optoelectronic solution integration, we aimed to optimize profit structure and elevated our strategic position within the supply chain. Expanding from component supply into solution architecture and system integration enabled stronger, more resilient long-term partnerships and reinforces overall competitiveness.
Advancing Toward Net Zero and Strengthening Talent Development: Building Sustainable Competitiveness Through a Resilient Supply Chain
The Ennostar Group places great importance on carbon reduction, setting clear targets and taking proactive actions. Beginning January 1, 2025, the Group’s facilities in Mainland China have fully transitioned to 100% green electricity, raising the Group’s overall renewable energy usage to over 40%. In addition, at the end of 2025, Ennostar officially passed the review of the Science Based Targets initiative (SBTi), confirming that its targets align with the 1.5°C warming control pathway advocated by the Paris Agreement, marking a significant step toward achieving its sustainability vision. The Group also actively collaborates with supply chain partners to conduct greenhouse gas inventories and commits to joint carbon reduction efforts to build a more resilient low-carbon supply chain.
Ennostar firmly believes that talents are the core asset for long term competitiveness and sustainable corporate development. Talent cultivation is ensured closely aligned with corporate strategy and to systematically respond to organizational growth, industry changes, and future succession needs, the Group has established a comprehensive talent development governance framework.
A Clear Path to Sustainable Value Creation
Looking ahead, Ennostar will continue to advance its next stage of growth with strategic clarity — and operational discipline. Guided by our vision— “Bright Innovation, Sustainable Future” we will integrate technological innovation, resource consolidation, and sustainable governance while deepening global collaboration.
Amid ongoing external uncertainties, we will remain committed to strengthening our longterm competitive advantages. Through our Dual-strategy Approach and focused 3+1 Valueadded fields, we will capture opportunities in a dynamic environment and create sustainable, long-term value for our shareholders.
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 2026
With respect to the Company’s 2025 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: March 06, 2026
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Attachment 3
ENNOSTAR Inc.
Communication between members of the Audit Committee and Internal Audit Officer
An excerpt of the principal communication matters between members of the Audit Committee and internal audit officer for 2025 is as follows:
| Date | Attendants | Communication focus | Communication results / handling situation |
|---|---|---|---|
| 2025.02.20 The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Cheng Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Chou |
1. The Internal Audit Execution Report for the fourth quarter of 2024 2. Statement of Internal Control System for 2024 3. Independent directors and audit officer have separate discussions and communication. (1) Progress report of integration issues (2) The internal audit answered the questions raised by the independent directors |
No opinion Submit to the Audit Committee and the Board of Directors for approval |
| 2025.05.08 The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Cheng Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Chou |
1. The Internal Audit Execution Report for 2024 2. The Internal Audit Execution Report for the first quarter of 2025 |
No opinion |
| 2025.08.08 The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Cheng Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Chou |
1. The Internal Audit Execution Report for 2024 2. The Internal Audit Execution Report for the second quarter of 2025 3. Independent directors and audit officer have separate discussions and communication. (1) Explanation of the schedule for revising the internal control and internal audit systems in response to the integration (2) The internal audit answered the questions raised by the independent directors |
No opinion |
| 2025.11.06 The Audit Committee |
Independent Director: Wei-Min Sheng Independent Director: Shian-Ho Shen Independent Director: Wei-Cheng Wang Independent Director: En-Te Hsu Independent Director: Chun-Hsin Chou |
1. The Internal Audit Execution Report for 2024 2. The Internal Audit Execution Report for the third quarter of 2025 3. Amendments and clarifications to“Internal Control System” and“Internal Audit Implementation Rules” 4. 2026 Annual Audit Plan |
No opinion Submit to the Audit Committee and the Board of Directors for approval Submit to the Audit Committee and the Board of Directors for approval |
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Attachment 4
ENNOSTAR Inc.
2025 Remuneration Paid to Directors
Unit: NT$ thousand
| 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 entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company |
All consolidated entities |
The Company | All consolidated entities |
The Company |
All consolidated entities |
|||||
| Cash | Share | Cash | Share | |||||||||||||||||||
| Chairman | Shuang-Lang (Paul) Peng | 2,600 | 2,600 | 0 | 0 | 0 | 0 | 100 | 100 | 2,700 -0.10% |
2,700 -0.10% |
15,808 | 15,808 | 0 | 0 | 0 | 0 | 0 | 0 | 18,508 -0.68% |
18,508 -0.68% |
0 |
| Director | Chin-Yung Fan | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 100 | 100 | 1,100 -0.04% |
1,100 -0.04% |
0 | 15,204 | 0 | 0 | 0 | 0 | 0 | 0 | 1,100 -0.04% |
16,304 -0.60% |
0 |
| Director | Hsiu-Mu Tang | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 100 | 100 | 1,100 -0.04% |
1,100 -0.04% |
0 | 14,162 | 0 | 0 | 0 | 0 | 0 | 0 | 1,100 -0.04% |
15,262 -0.56% |
0 |
| Director | AU Optronics Corp | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 0 | 0 | 1,000 -0.04% |
1,000 -0.04% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,000 -0.04% |
1,000 -0.04% |
0 |
| Representative: Yu-Chieh Lin |
0 | 0 | 0 | 0 | 0 | 0 | 100 | 100 | 100 -0.00% |
100 -0.00% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 100 -0.00% |
100 -0.00% |
0 | |
| Independent Director |
Wei-Min Sheng | 1,300 | 1,300 | 0 | 0 | 0 | 0 | 100 | 100 | 1,400 -0.05% |
1,400 -0.05% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,400 -0.05% |
1,400 -0.05% |
0 |
| Independent Director |
Shian-Ho Shen | 1,300 | 1,720 | 0 | 0 | 0 | 0 | 120 | 140 | 1,420 -0.05% |
1,860 -0.07% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,420 -0.05% |
1,860 -0.07% |
0 |
| Independent Director |
Wei-Cheng Wang | 1,300 | 1,300 | 0 | 0 | 0 | 0 | 120 | 120 | 1,420 -0.05% |
1,420 -0.05% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,420 -0.05% |
1,420 -0.05% |
0 |
| Independent Director |
En-Te Hsu | 1,300 | 1,300 | 0 | 0 | 0 | 0 | 120 | 120 | 1,420 -0.05% |
1,420 -0.05% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,420 -0.05% |
1,420 -0.05% |
0 |
| Independent Director |
Chun-Hsin Chou | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 100 | 100 | 1,300 -0.05% |
1,300 -0.05% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,300 -0.05% |
1,300 -0.05% |
0 |
| 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 2025,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 July8,2022. | ||||
| 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 | |
|---|---|---|---|---|---|
| Actual private placement price |
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 Ennostar Corporation*Note, its 100%- owned subsidiary. The capital increase funds raised will be used by Ennostar Corporation 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 Ennostar Corporation as of December 31, 2025, with Ennostar Corporation spendingNT$1,481,901 thousand on the abovementioned funds. |
||||
| Benefits after private placement |
1. Since 2022, global consumer market demand has been affected by factors such as geopolitical tensions, inflation, and tariffs, prompting the industry to exercise strict inventory control. As a result, the technological development and market demand timeline for high-end Micro LED products has been slightly delayed. 2. There remains substantial room for improvement in Micro LED technology and yield rates, and costs have not yet reached a level broadly accepted by the market, resulting in a delay in the mass production schedule compared with the original plan. In addition, as the Company has focused on production capacity integration in recent years, it alreadyhas sufficient factoryspace for expansion and no longer needs to acquire additional facilities. Going |
20
forward, the Company will continue to work toward reducing Micro LED costs. Following production capacity integration and product strategy adjustments, existing equipment can be modified in place of purchasing new equipment, thereby substantially reducing capital expenditures and production costs.
Note: Epistar Corporation changed its name to Ennostar Corporation on October 1, 2025.
21
Attachment 6
ENNOSTAR Inc. List of Director Candidates
(Nominated by the Company’s Board of Directors)
| Types of Nominee |
Name | Gender | Major Education & Experience | Major Current Positions | Government or corporate entity represented |
2026.03.28 Number of Shares (Unit: Shares) |
|---|---|---|---|---|---|---|
| Director | Shuang- Lang (Paul) Peng |
Male | M.B.A., Heriot-Watt University The Chairman of AUO Corporation (TWSE: 2409) The Director of Qisda Corporation (TWSE:2352) |
The Chairman and Group CSO of AUO Corporation (TWSE: 2409) The Chairman of Ennostar Inc.(TWSE:3714) The Chairman of AUO Foundation |
None | 298,437 |
| Director | Yu-Chieh Lin |
Female | Master of Science in Physics, National Central University The Vice President of AUO Corporation (TWSE: 2409) The Supervisor of Taiwan Display Union Association |
The Vice President of AUO Corporation (TWSE: 2409) The Director of YTTEK Technology Corp. |
AUO Corporation |
93,568,898 |
| Director | Chin-Yung Fan |
Male | Master of Science in Physics, National Central University The General Manager of Epistar Corporation The General Manager of Lextar Electronics Corporation |
The Director of Ennostar Inc.(TWSE:3714) The Chairman and General Manager of Ennostar Corporation |
None | 309,533 |
| Director | Hsiu-Mu Tang |
Male | PhD of Chemical Engineering, National Tsing Hua University The General Manager of Lextar Electronics Corporation The General Manager of Epistar Corporation |
The Director of Ennostar Inc.(TWSE:3714) The General Manager of Business Operation of Ennostar Corporation |
None | 412,027 |
| Independent Director |
Wei-Min Sheng |
Male | PhD in Accounting, Purdue University Professor of Department of Public Finance in National Taichung University of Science and Technology The Independent Director of uPI Semiconductor Corp. (TWSE:6719) The Independent Director of Episil-Precision Inc. (TWSE:3016) |
The Independent Director of Ennostar Inc. (TWSE:3714) The Independent Director of Elite Semiconductor Microelectronics Technology Inc. (TWSE: 3006) The Independent Director of Innostar Service, Inc. (Emerging: 7828) |
Not applicable | 0 |
22
| Types of Nominee |
Name | Gender | Major Education & Experience | Major Current Positions | Government or corporate entity represented |
2026.03.28 Number of Shares (Unit: Shares) |
|---|---|---|---|---|---|---|
| Independent Director |
Wei-Cheng Wang |
Male | Department of Accounting, National Chengchi University Deputy Director and CPA, PwC Taiwan |
CPA, Zhicheng Co-Accounting Firm The Independent Director of Ennostar Inc. (TWSE:3714) The Independent Director of Taiwan Mask Corporation (TWSE: 2338) The Independent Director of Feature Integration Technology Inc. (TPEx:4951) (Note) The Independent Director of Etron Technology, Inc. (TPEx: 5351) |
Not applicable | 0 |
| Independent Director |
En-Te Hsu | Male | PhD in Accounting, National Taiwan University Professor of Accounting in Tunghai University Director of the EMBA Program in Tunghai University The Independent Director of SILICON TOUCH TECHNOLOGY INC. (TPEx:3288) The Independent Director of Cheng Shin Rubber Ind., Co., Ltd. (TWSE: 2105) The Independent Director of UNICON OPTICAL CO., LTD. (Emerging: 4150) |
Professor of Accounting in Tunghai University Chief of Center for the Research of Accounting and Industry in Tunghai University The Independent Director of Ennostar Inc. (TWSE:3714) The Independent Director of Mobiletron Electronics Co., Ltd. (TWSE: 1533) |
Not applicable | 0 |
| Independent Director |
Chun-Hsin Chou |
Female | Doctor of Laws, China University of Political Science and Law Leading lawyer/patent attorney/director of AIPT International Law Office The Chairman of China Construction Foundation Chairman/Arbitrator of Chinese Construction Industry Arbitration Association Member of Procurement Appeal Review Committee, Taipei City Government |
Leading lawyer/patent attorney/director of AIPT International Law Office The Chairman of China Construction Foundation Honorary Chairman/Arbitrator of Chinese Construction Industry Arbitration Association The Independent Director of Ennostar Inc. (TWSE:3714) The Independent Director of Chaheng Precision Co., Ltd. (Emerging: 4546) |
Not applicable | 0 |
| Independent Director |
Shu-Chu Chen |
Female | Master of Science in Management Science of Arthur D. Little Management Education Institute, USA Deputy Director General of Hsinchu Science Park Bureau, National Science and Technology Council |
The Independent Director of SHINY BRANDS GROUP CO., LTD. (TPEx: 6703) |
Not applicable | 0 |
Note:Wei-Cheng Wang submitted his resignation as an Independent Director of Feature Integration Technology Inc. on February 23, 2026, and such resignation became effective on May 15 of the same year. After the effective date, Wei-Cheng Wang concurrently serves as an Independent Director of two other public companies.
23
Attachment 7
INDEPENDENT AUDITORS’ REPORT
PWCR25000448
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, 2025 and 2024, 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, 2025 and 2024, 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 Accounting 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, 2025 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, 2025, the balances of inventories and the allowance for valuation loss were NT$4,899,319 thousand and NT$609,674 thousand, respectively.
The Group is primarily engaged in manufacturing and sales of LED wafers, chips, packages and modules. Due to rapid technological developments, short product lifespans and frequent fluctuations of market prices, the risk of decline in market value and obsolescence for inventories is high. The Group evaluates net realized values for inventories which aged over a specific period of time and specific obsolete inventories in order to provide allowance for valuation loss. Since the identification of the above obsolete inventories and their respective net realizable values are subject to management’s judgment, it was identified as one of the key audit matters.
25
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
-
Obtained an understanding of the Group’s operations and the nature of its industry and interviewed with management to understand the probability of future sales for those out-ofdate inventories and to evaluate the reasonableness of allowance for valuation loss.
-
Obtained and validated the accuracy of the detailed listings of inventories aged over a specific period of time and specific obsolete inventories. Validated information of historical sales and discounts for those obsolete inventories to assess the reasonableness of policies in providing allowance for inventory valuation loss.
Other matter – Audit by Other Independent Auditors
We did not audit the financial statements of certain consolidated subsidiaries. Those financial statements were audited by other independent auditors, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on the consolidated subsidiaries disclosed in Note 13 was based solely on the reports of other independent auditors. Total assets of those consolidated subsidiaries amounted to NT$344,408 thousand and NT$279,407 thousand, constituting 0.67% and 0.47% of the consolidated total assets as at December 31, 2025 and 2024, 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, 2025 and 2024, respectively. Furthermore, we did not audit the 2025 and 2024 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$1,173,429 thousand and NT$1,458,854 thousand, representing 2.27% and 2.45% of the consolidated total assets as of December 31, 2025 and 2024, respectively, and their comprehensive loss (including share of loss of associates and joint ventures 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$23,448 thousand and NT$289,026 thousand, representing 0.68% and (116.03%) of the consolidated comprehensive income (loss) 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, 2025 and 2024.
26
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 Accounting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
27
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
28
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
29
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Tien-Yi[Chou, Chien-Hung]
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 6, 2026
------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers 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.
30
ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) and 8 6(5) and 8 6(5) 7 7 6(6) 6(13) 6(3) 6(4) and 8 6(7) and 7 6(8)(12), 7 and 8 6(9) 6(10) 6(11) 6(33) 8 |
December31,2025 AMOUNT % $13,385,129267,599-1,804,5154952,61926,504,17913540,6851161,533-33,888-4,289,6458657,0111--6,083-28,342,886552,108,6834131,116-2,811,514513,279,572261,338,8773505,18911,228,71721,714,1053295,079123,412,85245$51,755,738100 |
December31,2024 | December31,2024 |
|---|---|---|---|---|
AMOUNT$13,385,1297,5991,804,515952,6196,504,179540,685161,53333,8884,289,645657,011-6,08328,342,8862,108,683131,1162,811,51413,279,5721,338,877505,1891,228,7171,714,105295,07923,412,852$51,755,738 |
AMOUNT$14,677,812-644,017748,3057,677,262418,795119,04952,4014,729,684534,956131,17338,03429,771,4885,272,388252,4972,972,53715,595,0451,516,486586,3221,382,4161,775,732352,88429,706,307$59,477,795 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Current financial assets at amortised cost 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 130X Inventories 1410 Prepayments 1460 Non-current assets held for sale - net 1470 Other current assets 11XX Current Assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1535 Non-current financial assets at amortised cost 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Non-current assets 1XXX Total assets |
25-11131--81-- |
|||
50 |
||||
9-52631231 |
||||
50 |
||||
100 |
(Continued)
31
ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2025 December31,2024 Notes AMOUNT % AMOUNT % 6(14) $ 344,872 1 $ 566,428 1 6(15) and 8 116,560 - 845,699 1 6(2) 52,519 - 75,337 - 114,066 - 10,877 - 2,881,448 6 2,850,161 5 7 348,375 1 131,583 - 6(16) and 7 3,345,292 6 3,427,573 6 94,407 - 36,057 - 72,674 - 87,429 - 6(17) and 8 73,444 - 1,130,416 2 293,908 1 520,383 1 7,737,565 15 9,681,943 16 6(17) and 8 154,375 - 257,791 1 6(33) 169,938 - 532,068 1 1,116,158 2 1,263,801 2 6(18)(20) 178,282 1 202,974 - 1,618,753 3 2,256,634 4 9,356,318 18 11,938,577 20 6(21) 7,379,405 14 7,379,405 13 6(22) 36,135,091 70 38,403,057 63 6(23) ( 2,686,904) ( 5) ( 1,422,637) ( 2 ) 6(24) 716,490 1 1,951,165 4 6(21) ( 135,163) - ( 135,163) - 41,408,919 80 46,175,827 78 990,501 2 1,363,391 2 42,399,420 82 47,539,218 80 9 $ 51,755,738 100 $ 59,477,795 100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2120 Financial liabilities at fair value through profit or loss - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities - others 21XX Current Liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Share capital - common stock Capital surplus 3200 Capital surplus Retained earnings 3350 Accumulated deficit Other equity interest 3400 Other equity interest 3500 Treasury shares 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
32
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | YearendedDecember31 2025 2024 Notes AMOUNT % AMOUNT % 6(25) and 7 $22,182,815100$24,387,2611006(6)(18)(19)(31)(3 2) and 7 (20,918,178) (94) (21,069,583) (86)1,264,63763,317,67814------ (13)-1,264,63763,317,665146(18)(19)(31)(32) (884,609 ) (4) (948,185) (4 )(1,594,862 ) (7) (1,638,919) (7 )(2,315,828 ) (11) (2,431,842) (10 )(15,072)- (8,728)-(4,810,371) (22) (5,027,674) (21)6(20)(26) 62,574-85,745-(3,483,160) (16) (1,624,264) (7)6(4)(27) 269,0111245,67016(20)(28) 444,9422516,01126(12)(29) 428,7292 (256,036) (1 )6(30) (63,546 )- (125,195)-(1,587 )- (3,669)-6(7) (192,326) (1) (440,498) (2)885,2234 (63,717)-(2,597,937 ) (12) (1,687,981) (7 )6(33) (54,298 )- (79,346)-( $2,652,235 ) (12) ($1,767,327) (7 ) |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Operating margin 5910 Unrealized profit from sales 5920 Realized loss from sales 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6500 Other income and expenses - net 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7055 Expected credit losses 7060 Share of loss of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax expense 8200 Loss for the year |
(Continued)
33
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | YearendedDecember31 2025 2024 Notes AMOUNT % AMOUNT % $66,882-$43,560-6(3) (978,638 ) (4)1,399,23966(7) (428 )-1,253-6(7)(33) 250,3111 (115,994) (1 )(661,873 ) (3)1,328,0585(90,643 )-606,63736(7) (20,492 )-82,145-6(7)(33) 341- (423)-(110,794 )-688,3593( $772,667 ) (3) $2,016,4178($3,424,902 ) (15) $249,0901( $2,714,954 ) (12) ($1,385,074) (5 )$62,719- ($382,253) (2 )( $3,493,531 ) (15) $595,1312$68,629- ($346,041) (1 )6(35) ( $3.69) ($1.87)6(35) ( $3.69) ($1.87) |
|---|---|
| Other comprehensive (loss) income Components of other comprehensive (loss) income that will not be reclassified to profit or loss 8311 Gain on remeasurements of defined benefit plans 8316 Unrealised (loss) gain from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss Components of other comprehensive (loss) income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Other comprehensive (loss) income 8500 Total comprehensive (loss) income Profit (loss) attributable to: 8610 Equity holders of the parent company 8620 Non-controlling interest Comprehensive income (loss) attributable to: 8710 Equity holders of the parent company 8720 Non-controlling interest Loss per share (NT$) 9750 Total basic loss per share 9850 Total diluted loss per share |
The accompanying notes are an integral part of these consolidated financial statements.
34
ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| 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 Cash dividends from capital surplus Changes in ownership interests in subsidiaries accounted fo using equity method Change in equity of associates and joint ventures accounted for using equity method Adjustments of capital surplus for the Company's cash dividends received by subsidaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Employee stock ownership trust cancellation return Retirement of treasury share Purchase of treasury shares Disposal of equity investments measured at fair value through other comprehensive income Non-controlling interests Balance at December 31, 2024 2025 Balance at January 1, 2025 (Loss) profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Capital surplus used to offset accumulated deficits Cash dividends from capital surplus Changes in ownership interests in subsidiaries accounted fo using equity method Change in equity of associates and joint ventures accounted for using equity method Adjustments of capital surplus for the Company's cash dividends received by subsidaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Employee stock ownership trust cancellation return Other changes in capital surplus Disposal of equity investments measured at fair value through other comprehensive income Non-controlling interests Balance at December 31, 2025 |
Notes | Equityattribu | tableto owners of the p | tableto owners of the p | are | nt | nt | nt | Non-controlling interest |
Totalequity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - commonstock |
Capitalsurplus | RetainedEarnings | 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 |
||||||||||||||||||
| 6(22)(23) 6(22) r 6(22) 6(22) 6(22) 6(22) 6(22) 6(21) 6(21) 6(24) 6(22)(23) 6(22)(23) r 6(22) 6(22) 6(22) 6(22) 6(22) 6(22) 6(24) |
$7,529,405-------------(150,000 )---$7,379,405$7,379,405-------------$7,379,405 |
$46,447,060------(6,442,833 )(677,646 )(399,721 )(11,226 )1,178(14,701 )1,596(500,650 )---$38,403,057$38,403,057---(1,422,637 )(664,146 )11,334(202,516 )1,154(88 )1,4927,441--$36,135,091 |
$216,945----(216,945 )------------$-$--------------$- |
$154,927---(54,843 )-(100,084 )-----------$-$--------------$- |
($6,814,704 )(1,385,074 )36,558(1,348,516 )54,843216,945100,0846,442,833----(42,308 )---(31,814 )-($1,422,637 )($1,422,637 )(2,714,954 )68,619(2,646,335 )1,422,637--(394,100 )-(33,948 )--387,479-($2,686,904 ) |
($ 208,746 )-652,147652,147--------------$ 443,401$ 443,401-(117,081 )(117,081 )----------$ 326,320 |
$184,450-1,291,5001,291,500------------31,814-$1,507,764$1,507,764-(730,115 )(730,115 )--------(387,479 )-$390,170 |
($ 135,163 ) -------------650,650(650,650 ) --($ 135,163 ) ($ 135,163 ) -------------($ 135,163 ) |
$47,374,174(1,385,074 ) 1,980,205595,131----(677,646 ) (399,721 ) (11,226 ) 1,178(57,009 ) 1,596-(650,650 ) --$46,175,827$46,175,827(2,714,954 ) (778,577 ) (3,493,531 ) -(664,146 ) 11,334(596,616 ) 1,154(34,036 ) 1,4927,441--$41,408,919 |
$ 1,770,562(382,253 )36,212(346,041 )-------------(61,130 )$ 1,363,391$ 1,363,39162,7195,91068,629---------(441,519 )$990,501 |
$49,144,736(1,767,327 )2,016,417249,090----(677,646 )(399,721 )(11,226 )1,178(57,009 )1,596-(650,650 )-(61,130 )$47,539,218$47,539,218(2,652,235 )(772,667 )(3,424,902 )-(664,146 )11,334(596,616 )1,154(34,036 )1,4927,441-(441,519 )$42,399,420 |
The accompanying notes are an integral part of these consolidated financial statements.
35
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit loss (Gain) loss on disposal of investments Net (gain) loss on financial assets at fair value through profit or loss Interest expense Interest income Dividend revenue Compensation cost of share-based payment Share of loss of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of intangible assets Gain on disposal of non-current assets held for sale Impairment loss on non-financial assets Profit from lease modification Intangible assets transferred to expenses Expense transferred to property, plant and equipment Realized loss from sales Other income from recognition of long-term deferred revenues Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Other non-current assets Changes in operating liabilities Financial liabilities at fair value through profit or loss - current Accounts payable Notes payable Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Dividend received Interest paid Income tax paid Net cash flows from operating activities |
Year ended December 31 Notes 2025 2024 ( $2,597,937 ) ( $1,687,981 )6(8)(9)(10)(31) 3,567,7244,078,6136(11)(31) 299,964351,92212(2) 16,65912,3976(29) (471,909 )105,9646(29) (19,269 )200,1636(30) 63,546125,1956(27) (269,011 ) (245,670 )6(28) (20,876 ) (30,375 )6(19) (2,101 )1,6466(7) 192,326440,4986(29) (154,866 ) (145,343 )6(29) (12,988 ) (19,936 )6(29) (59,097 ) (148,709 )6(12)(29) -325,7566(29) (965 ) (2,186 )6(11) 311250(99 ) (120 )-136(20) (53,765 ) (49,447 )189,94348,293(194,827 )32,6701,031,520 (6,582 )22,2841,465428,501 (473,399 )(9,882 )13,84630,94312,541(11,834 )-(200,257 ) (165,930 )236,142233,54195,7601,292(49,662 ) (31,501 )(155,677 )177,10736,997 (15,586 )1,927,5983,140,407246,966243,83230,99241,904(40,308 ) (106,163 )(36,249 ) (98,713 )2,128,999 3,221,267 |
|---|---|
(Continued)
36
ENNOSTAR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of subsidiaries Proceeds from disposal of investments accounted for using equity method Proceeds from disposal of non-current assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Increase in other non-current assets Decrease in changes of consolidated entities Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loans Decrease in short-term notes and bills payable Proceeds from long-term loans Repayment of long-term loans Increase (decrease) in guarantee deposits received Repayment of principal portion of lease liabilities Cash dividends paid Purchase of treasury share Acquisition of ownership interests in subsidiaries Disposal of ownership interests in subsidiaries (without losing control) Employee stock ownership trust cancellation return Return of unclaimed overdue dividends by shareholders Other financing activities Net cash flows used in financing activities Effects of foreign currency exchange Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2025 2024 $2,002,722 $468,499(1,009,014 )--224,306-192,822(407,602 )-6(35) 971-6(35) 58,849135,552150,377496,8836(35) (1,270,062 ) (1,430,061 )6(35) 200,770729,7977,8093486(35) (112,629 ) (92,246 )6(35) 15,45132,393(1,196 ) (85,858 )(12,888 ) (238,761 )(376,442 )433,6746(36) (217,674 ) (168,347 )6(36) (710,632 ) (402,116 )6(36) 46,170-6(36) (1,208,342 ) (2,335,403 )6(36) 5,244 (7,921 )6(36) (92,083 ) (107,446 )6(35) (662,992 ) (676,468 )- (650,650 )(284,052 ) (498,694 )3,138-14,0486,7126(22) 7,199-242-(3,099,734 ) (4,840,333 )54,494299,716(1,292,683 ) (885,676 )14,677,81215,563,488$13,385,129 $14,677,812 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
37
INDEPENDENT AUDITORS’ REPORT
PWCR25000437
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, 2025 and 2024, and the parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of 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, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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, 2025 are outlined as follows:
Investments accounted for using equity method-evaluation of inventories
Description
The subsidiaries of the Company is primarily engaged in manufacturing and sales of LED wafers, chips, packages and modules. Due to rapid technological developments, short product lifespans and frequent fluctuations of market prices, the risk of decline in market value and obsolescence for inventories is high. The subsidiaries of the Company evaluates net realized values for inventories which aged over a specific period of time and specific obsolete inventories in order to provide allowance for valuation loss. Since the identification of the above obsolete inventories and their respective net realizable values are subject to management’s judgment, it was identified as one of the key audit matters.
How our audit addressed the matter
Our key audit procedures performed in respect of the above included the following:
-
Obtained an understanding of the Company and subsidiaries’s operations and the nature of its industry and interviewed with management to understand the probability of future sales for those out-of-date inventories and to evaluate the reasonableness of allowance for valuation loss.
-
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.
39
Other matter – Audit by Other Independent Auditors
We did not audit the 2025 and 2024 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$1,517,837 thousand and NT$1,738,261 thousand, constituting 3.65% and 3.71% of the parent company only total assets as of December 31, 2025 and 2024, and their comprehensive income (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$37,451 thousand and (NT$276,315) thousand, constituting (1.07%) and (46.43%) of the parent company only comprehensive income (loss) 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 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.
40
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial
41
statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
42
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 March 6, 2026
------------------------------------------------------------------------------------------------------------------------------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 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, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | December31,2025 December31,2024 Notes AMOUNT % AMOUNT % 6(1) $593,8892$1,387,7603834-2,491-7 169,574-145,766-7 24,038-7,846-3-3-788,33821,543,86636(2) and 8 --120,000-6(3) 40,735,2679845,115,194976(4) 17,133-13,473-6(5) 1,840-1,123-6(6) 2,815-1,808-25,014-25,005-40,782,0699845,276,60397$41,570,407100$46,820,4691006(7) $--$450,0001141,978-172,603-7 5,181-1,750-980-11,112-1,557-879-11,488-8,050-161,184-644,3941304-248-161,488-644,64216(9) 7,379,405187,379,405166(10) 36,135,0918738,403,057826(11) (2,686,904) (7) (1,422,637) (3)6(12) 716,49021,951,16546(9) (135,163)- (135,163)-41,408,91910046,175,82799$41,570,407100$46,820,469100 |
|---|---|
| Current assets 1100 Cash and cash equivalents 1200 Other receivables 1210 Other receivables - related parties 1410 Prepayments 1470 Other current assets 11XX Current Assets Non-current assets 1535 Non-current financial assets at amortised cost 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1900 Other non-current assets 15XX Non-current assets 1XXX Total assets Liabilities and Equity |
|
| Current liabilities 2100 Short-term borrowings 2200 Other payables 2220 Other payables-related parties 2230 Current tax liabilities 2280 Current lease liabilities 2300 Other current liabilities 21XX Current Liabilities Non-current liabilities 2580 Non-current lease liabilities 2XXX Total Liabilities Equity Share capital 3110 Share capital - common stock Capital surplus 3200 Capital surplus Retained earnings 3350 Accumulated deficit Other equity interest 3400 Other equity interest 3500 Treasury shares 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
44
ENNOSTAR INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Items | YearendedDecember31 2025 2024 Notes AMOUNT % AMOUNT % 6(13) and 7 $694,780100$582,2081006(3)(14)(15) (3,408,247 ) (491) (1,989,596) (342 )(2,713,467 ) (391) (1,407,388) (242 )(2,713,467 ) (391) (1,407,388) (242 )(2,713,467 ) (391) (1,407,388) (242 )14,422217,60633,48911,419-(1,839 )-269-(4,984 ) (1) (919)-11,088218,3753(2,702,379 ) (389) (1,389,013) (239 )6(16) (12,575 ) (2)3,9391( $2,714,954 ) (391) ($1,385,074) (238 )6(3) ( $911,807 ) (131) $1,444,0522486(3)(16) 250,31136 (115,994) (20 )(661,496 ) (95)1,328,0582286(3) (117,422 ) (17)652,5701126(3)(16) 341- (423)-(117,081 ) (17)652,147112($778,577 ) (112) $1,980,205340( $3,493,531 ) (503) $595,1311026(17) ( $3.69) ($1.87)( $3.69) ($1.87) |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Gross loss from operations 5950 Net gross loss from operations 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Loss before income tax 7950 Income tax (expense) benefit 8200 Loss for the year Other comprehensive (loss) income Components of other comprehensive (loss) income that will not be reclassified to profit or loss 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss Components of other comprehensive (loss) income that will be reclassified to profit or loss 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive (loss) income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive (loss) income Loss per share (NT$) 9750 Total basic loss per share 9850 Total diluted loss per share |
The accompanying notes are an integral part of these parent company only financial statements.
45
ENNOSTAR INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes 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(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) Adjustments of capital surplus for the Company's cash dividends received by subsidiaries 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 2025 Balance at January 1, 2025 Loss for the year Other comprehensive income (loss) for the year Total comprehensive loss 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) Adjustments of capital surplus for the Company's cash dividends received by subsidiaries 6(10) Difference between consideration and carrying amount of subsidiaries acquired and disposed 6(10) Employee stock ownership trust cancellation return 6(10) Other changes in capital surplus 6(10) Disposal of equity investments measured at fair value through other comprehensive income 6(12) Balance at December 31, 2025 |
Notes | Share capital - common stock |
Capitalsurplus | RetainedEarnings | Otherequityinterest | Otherequityinterest | Otherequityinterest | Treasury stocks | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings (Accumulated deficit) |
d | Cumulative translation ifferences of foreign operations |
f |
Unrealised gain (loss) from inancial assets measured at fair value through other comprehensiveincome |
|||||||||||||
$7,529,405-------------(150,000 )--$7,379,405$7,379,405------------$7,379,405 |
$46,447,060------(6,442,833 )(677,646 )(399,721 )(11,226 )1,178(14,701 )1,596(500,650 )--$38,403,057$38,403,057---(1,422,637 )(664,146 )11,334(202,516 )1,154(88 )1,4927,441-$36,135,091 |
$216,945----(216,945 )-----------$-$-------------$- |
$154,927---(54,843 )-(100,084 )----------$-$-------------$- |
($6,814,704 )(1,385,074 )36,558(1,348,516 )54,843216,945100,0846,442,833----(42,308 )---(31,814 )($1,422,637 )($1,422,637 )(2,714,954 )68,619(2,646,335 )1,422,637--(394,100 )-(33,948 )--387,479($2,686,904 ) |
($208,746 )-652,147652,147-------------$443,401$443,401-(117,081 )(117,081 )---------$326,320 |
$184,450-1,291,5001,291,500------------31,814$1,507,764$1,507,764-(730,115 )(730,115 )--------(387,479 )$390,170 |
($135,163 )-------------650,650(650,650 )-($135,163 )($135,163 )------------($135,163 ) |
$47,374,174(1,385,074 )1,980,205595,131----(677,646 )(399,721 )(11,226 )1,178(57,009 )1,596-(650,650 )-$46,175,827$46,175,827(2,714,954 )(778,577 )(3,493,531 )-(664,146 )11,334(596,616 )1,154(34,036 )1,4927,441-$41,408,919 |
The accompanying notes are an integral part of these parent company only financial statements.
46
ENNOSTAR INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Interest expense Interest income Share of loss of associates and joint ventures accounted for using equity method Loss on disposal of investments Changes in operating assets and liabilities Changes in operating assets Other receivables-related parties Prepayments Changes in operating liabilities Other payables Other payables-related parties Other current liabilities Cash (outflow) inflow generated from operations Interest received Dividend received Interest paid Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at amortised cost Proceeds from disposal of subsidiaries Proceeds from disposal of investments accounted for under equity method Acquisition of property, plant and equipment Increase in refundable deposits Decrease in other receivables due from related parties Acquisition of intangible assets Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term loans Decrease in guarantee deposits received Repayments of principle portion of lease liabilities Cash dividends paid Purchase of treasury shares Capital increase of a subsidiary Disposal of ownership interests in subsidiaries Employee stock ownership trust cancellation return Return of unclaimed overdue dividends by shareholders Other financing activities Net cash flows used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2025 2024 ( $2,702,379 ) ( $1,389,013 )6(4)(5)(14) 4,9762,2696(6)(14) 2,1144064,984919(14,422 ) (17,606 )6(3) 2,726,9921,445,8941,924-(23,808 ) (26,886 )(4,273 )7,027(31,167 )40,0943,431 (2,343 )3,438 5,341 (28,190 )66,10214,91716,473802,3804,004,759(5,842 )-(21,545 ) (5,041 )761,720 4,082,293 120,000-6(18) 970-6(18) 920-6(18) (7,094 ) (3,248 )(9 )--200,0006(18) (13,293 ) (2,214 )101,494 194,538 6(19) (450,000 )450,0006(19) - (8 )6(19) (1,872 ) (219 )(664,146 ) (677,646 )- (650,650 )(550,000 ) (2,627,400 )-12,7091,4921,5967,199-242 - (1,657,085 ) (3,491,618 )(793,871 )785,2131,387,760 602,547 $593,889 $1,387,760 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
47
Attachment 8
ENNOSTAR Inc. Deficit Compensation Table Year 2025
Unit: NTD
| ENNOSTAR Inc. Deficit Compensation Table Year 2025 |
Unit: NTD |
|---|---|
| Item | Amount |
| Unappropriated Retained Earnings of previous years Net loss after tax of 2025 Changes in actuarial gains and losses Disposal of equity investment measured at fair value through other comprehensive income Changes in equity of associates and joint ventures accounted for using equity method Difference between consideration and carrying amount of subsidiaries acquired and disposed Deficits to be compensated at the end of 2025 Deficit compensation item : capital surplus-additional paid-in capital arising from ordinaryshare |
0 (2,714,954,420) 68,618,981 387,478,925 (394,099,279) (33,948,122) (2,686,903,915) 2,686,903,915 |
| Accumulated deficit | 0 |
Chairman Shuang-Lang (Paul) Peng
President Shuang-Lang (Paul) Peng
Accounting Supervisor Ya-Chi Chen
48
Attachment 9
ENNOSTAR Inc.
Explanation of Changed Plan for 2022 Cash Capital Increase in Private Placement of Common Shares
At the Company’s annual shareholders’ meeting held on May 31, 2022, it was resolved to authorize the Board of Directors to conduct, in a single issuance within one year, a cash capital increase through the private placement of no more than 70,000 thousand common shares for the purpose of funding capital expenditures, including the construction of a dedicated Micro LED 6-inch wafer fabs and the acquisition of equipment related to the epitaxy and chip manufacturing process. On June 24 of the same year, the Board of Directors determined the private placement price for the 70,000 thousand common shares at NT$51.82 per share. The subscribers completed payment on July 8, raising total proceeds of NT$3,627,400 thousand, and the delivery of the privately placed shares was completed on August 23.
All proceeds raised from this private placement have been fully injected as capital into Ennostar Corporation (formerly Epistar Corporation), a wholly owned subsidiary directly held by the Company and responsible for implementing the private placement capital expenditure plan. As of the fourth quarter of 2025, the execution progress and related explanation of Ennostar Corporation are as follows:
Unit: NTD
| Unit: NT | ||||
|---|---|---|---|---|
| Plan Item | Status | of implementation | Progress variance, reasons, and improvement plan | |
| Acquisition of equipment |
Amount expended | Schedule | 3,627,400,000 | 1. Since 2022, global consumer market demand has been affected by factors such as geopolitical tensions, inflation, and tariffs, prompting the industry to exercise strict inventory control. As a result, the technological development and market demand timeline for high-end Micro LED products has been slightly delayed. 2. There remains substantial room for improvement in Micro LED technology and yield rates, and costs have not yet reached a level broadly accepted by the market, resulting in a delay in the mass production schedule compared with the original plan. In addition, as the Company has focused on production capacity integration in recent years, it already has sufficient factory space for expansion and no longer needs to acquire additional facilities. Going forward, the Company will continue to work toward reducing Micro LED costs. Following production capacity integration and product strategy adjustments, existing equipment can be modified in place of purchasing new equipment, thereby substantially reducing capital expenditures and production costs. |
| Actual | 1,481,901,402 | |||
| Implementation Progress(%) |
Schedule | 100.00% | ||
| Actual | 40.85% | |||
| Construction of fabs | Amount expended | Schedule | 0 | |
| Actual | 0 | |||
| Implementation Progress(%) |
Schedule | - | ||
| Actual | - | |||
| Total | Amount expended | Schedule | 3,627,400,000 | |
| Actual | 1,481,901,402 | |||
| Implementation Progress(%) |
Schedule | 100.00% | ||
| Actual | 40.85% |
49
To enhance competitiveness, the Group has in recent years actively pursued integration and optimization of production capacity allocation, while promoting its “Dual-Strategy Approach.” Through the parallel advancement of “Solution Value-Added Approach” and “Field Value-Added Approach,” the Group aims to accelerate breakthroughs in optoelectronic semiconductor technology and the upgrading of high value-added application markets. Meanwhile, in response to the merger of Ennostar Corporation with Lextar Electronics Corporation, the scope of
machinery and equipment purchases will be expanded to include the acquisition of production equipment and plant facilities related to epitaxy, chip, package, and modules. In line with the adjusted planning for the Group’s production capacity deployment and plant consolidation, the amount allocated for the purchase of machinery and equipment will be adjusted to NT$2,000,000 thousand. The remaining NT$1,627,400 thousand will be used by Ennostar Corporation to replenish working capital, repay bank borrowings, and inject funds into its wholly owned subsidiary, Unikorn Semiconductor Corporation, to enable it to repay its borrowings. The changes in the use of proceeds from the private placement before and after the amendment are provided in the table below.
Unit: NTD
| Unit: NTD | |||||||
|---|---|---|---|---|---|---|---|
| Before | After | ||||||
| Plan Item | Total amount required |
Accumulated Actual Amount as of the FourthQuarter of 2025 |
Unutilized balance |
Plan Item | Total amount required |
Accumulated Actual Amount as of the FourthQuarter of 2025 |
Unutilized balance |
| Acquisition of equipment |
3,627,400,000 | 1,481,901,402 | 2,145,498,598 | Acquisition of equipment |
2,000,000,000 | 1,481,901,402 | 518,098,598 |
| Construction of fabs |
0 | 0 | 0 | Replenishment of WorkingCapital |
577,400,000 | 0 | 577,400,000 |
| Repayment of Bank Borrowings |
300,000,000 | 0 | 300,000,000 | ||||
| Acquisition of Long- term Equity Investments |
750,000,000 | 0 | 750,000,000 | ||||
| Total | 3,627,400,000 | 1,481,901,402 | 2,145,498,598 | Total | 3,627,400,000 | 1,481,901,402 | 2,145,498,598 |
Prior to the change in the use of proceeds from the private placement, the expected benefits were to reduce production costs through the gains derived from increasing wafer substrate size, while simultaneously pursuing breakthroughs in mass transfer technology from the perspectives of Micro LED chips and high-end LCD backplane design, so as to achieve the goal of mass production of Micro LED and secure stable product sales channels, thereby generating positive benefits for the Company’s financial position and business operations. The Company’s Micro LED
50
development strategy remains unchanged. However, there is still substantial room for improvement in product technology and yield rates, and costs have not yet reached a level broadly accepted by the market, resulting in a delay in the mass production schedule compared with the original plan. In recent years, through production capacity integration and adjustments to product strategy, the Company has determined that, for the production capacity required for future new products, priority will be given to modifying existing equipment in place of purchasing new equipment, which can substantially reduce capital expenditures and production costs. It is expected that, following the change in the use of proceeds from the private placement, the original benefits will be retained while further strengthening the Group’s overall financial structure, reducing interest expenses, enhancing cash flow flexibility, and improving the efficiency of capital utilization, thereby enabling the Company to better respond to future changes in the macroeconomic and industry environment.
51
Attachment 10
ENNOSTAR Inc.
Articles of Incorporation Comparison Table for Amendments
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|---|---|---|---|
| Article 5 | The Company is headquartered inHsinchu City Taiwan and may have branches, offices or business offices set elsewhere domestically and abroad as resolved by the Board of Directors. |
The Company is headquartered in Miaoli County Taiwan and may have branches, offices or business offices set elsewhere domestically and abroad as resolved by the Board of Directors. |
The operational development needs of the Company |
| 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 made on May 24, 2024. The 3rd amendment was made on May 23, 2025. |
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 made on May 24, 2024. The 3rd amendment was made on May 23, 2025. The 4th amendment was made on May 26, 2026. |
Added the latest amendment date |
52
Attachment 11
ENNOSTAR Inc.
Acquisition or Disposal Procedures of Asset Comparison Table for Amendments
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|
|---|---|---|---|---|
| Article 3 Terms are defined as follows: |
1~9 (Omitted) For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted. |
1~9 (Omitted) For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these Regulations, 2.5 percent of equity attributable to owners of the parent shall be substituted;for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$50 billion, |
To comply with changes in laws and regulations, Correct the corresponding article and paragraph |
53
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|
|---|---|---|---|---|
| Any unspecified terms in these Procedures shall be subject to the “Guidelines for Handling Acquisition or Disposal of Assets by Public Companies” announced by the Financial SupervisoryCommission(“FSC”). |
NT$100 billion of equity attributable to owners of the parent shall be substituted. Any unspecified terms in these Procedures shall be subject to the “Guidelines for Handling Acquisition or Disposal of Assets by Public Companies” announced by the Financial SupervisoryCommission(“FSC”). |
|||
| Article 6 Procedure of promulgation and declaration |
1. The Company is liable to announce and declare on websites appointed by FSC in regulated format within 2 days after the occurrence of any of the following incident (hereinafter “the occurrence date”) when acquiring or disposing assets: (1) Obtain or dispose real estate or right-of-use assets from related parties; obtain or dispose the assets not aside from real estate or right-of-use assets with trading value of 20% of the Company’s paid-in capital or that of 10% of total asset or more than NT$300 million; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. (2) Merger, demerger, acquisition, or transfer of shares. (3) Acquire or dispose equipment or right-of-use assets which for business use and Trading partner is not related parties, transaction amount is to one of the followingrequirements: |
1. The Company is liable to announce and declare on websites appointed by FSC in regulated format within 2 days after the occurrence of any of the following incident (hereinafter “the occurrence date”) when acquiring or disposing assets: (1) Obtain or dispose real estate or right-of-use assets from related parties; obtain or dispose the assets not aside from real estate or right-of-use assets with trading value of 20% of the Company’s paid-in capital or that of 10% of total asset or more than NT$300 million; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds which is issued by domestic security investment trust entity. (2) Merger, demerger, acquisition, or transfer of shares. (3) Acquire or dispose equipment or right-of-use assets which for business use and Trading partner is not related parties, transaction amount is to one of the followingrequirements: |
Comply with changes in laws and regulations |
54
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
|||
|---|---|---|---|---|---|---|
| A. The Company paid-in capital is less than NTD Ten (10) billion, the transaction amount is above NTD five hundred (500) million. B. The Company paid-up capital is above NTD Ten (10) billion, the transaction amount is above NTD one (1) billion. (4) The Company acquires real estate via outsourcing construction on self-owned lands or outsourcing construction on leased lands, or joint construction and separate sales, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction is above NTD five- hundred (500) million. |
A. The Company paid-in capital is less than NTD Ten (10) billion, the transaction amount is above NTD five hundred (500) million. B. The Company paid-up capital is above NTD Ten (10) billionor more but less than NTD fifty (50) billion, the transaction amount is above NTD one (1) billion. C. The Company paid-up capital is above NTD fifty (50) billion, the transaction amount reaches 5 percent or more of paid-in capital. (4) The Company acquires real estate via outsourcing construction on self-owned lands or outsourcing construction on leased lands, or joint construction and separate sales, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction is above NTD five- hundred (500) million. (5) In the case of a public company with paid-in capital reaching NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or OTC markets, which do not fall under any of the circumstances listed in the proviso of subparagraph 6, and where furthermore the transaction counterparty is not a |
A. B. C. |
||||
55
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
||
|---|---|---|---|---|---|
| (5)Other than the above4types of transactions or investment in the mainland China area, or any other cases worth more than 20% paid-in capital of the Company or NT$300 million, the following situations shall not be applicable: A. Trading of domestic government bonds or foreign government bonds whose sovereign credit rating is not lower the one of our country. B. Trading of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds which is issued bydomestic securityinvestment trust entity. |
related party, and the transaction amount reaches 5 percent or more of paid-in capital. (6)Other than the above5 types of transactions or investment in the mainland China area, or any other cases worth more than 20% paid-in capital of the Company or NT$300 million, the following situations shall not be applicable: A. Trading of domestic government bonds or foreign government bonds whose sovereign credit rating is not lower the one of our country. B. Trading of bonds under repurchase/resale agreements, or subscription or redemption of domestic money market funds which is issued bydomestic securityinvestment trust entity. |
||||
| Article 14 | The Handling Procedures were enacted at the promoters' meeting on August 7, 2020. The 1st amendment was made on August 11, 2021. The 2nd amendment was made on May 31, 2022. The 3rd 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 August 11, 2021. The 2nd amendment was made on May 31, 2022. The 3rd amendment was made on May 24, 2024. The 4th amendment was made on May 26, 2026. |
Added the latest amendment date. |
56
| Article No. | Original Articles | Amended Articles | Reasons for Amendments |
||
|---|---|---|---|---|---|
| Appendix | Authorization Schedule for Acquisition or Disposal of Assets and the Limits on Securities Investment unit:NTD Note: Except for the purpose of short-term security is for Short-term fund transfer, it includes buy/sell short-term notes, repo/resell bounds. Explanation: The ”equity” means the equity attributable to stockholders of the Company on the balance sheet. |
Authorization Schedule for Acquisition or Disposal of Assets and the Limits on Securities Investment unit:NTD Note 1: For investments in long-term unsecured bonds issued by the government or banks, an amount of up to 300 million may be approved by the Chairman. Investments in all other long-term unsecured bonds, regardless of amount, shall require approval by the Board of Directors. Note 2: The purpose of short-term security is for Short-term fund transfer, it includes buy/sell short-term notes, repo/resell bounds or Bond funds. Explanation: 1.The ”equity” means the equity attributable to stockholders of the Company on the balance sheet. 2. The”subsidiaries”means the subsidiaries include in the Company's consolidated financial statement. 3. Short term investment in bonds should not expand the effect on profit by leverage through hypothecation, guarantee or any means. |
To accommodate operational needs, the provisions governing investment items, approval authority, and limits for marketable securities were amended. |
||
| 2. | |||||
| 3. | |||||
57
Attachment 12
ENNOSTAR Inc.
List of releasing the director candidates (including independent director candidates) from non-competition restrictions
(1)
| (1) | |||
|---|---|---|---|
| Name | Positions in Other Companies | Main Business | Place of establishment |
| Shuang-Lang (Paul) Peng | The Chairman and Group CSO of AUO Corporation (TWSE: 2409) |
Research, development, production, and sales of thin film transistor liquid crystal displays (TFT-LCDs) and other displays for a wide variety of applications, along withprovidingvertical and mobilitysolutions |
Taiwan R.O.C. |
| The Chairman of KonlyVenture Corp. | Investment Company | Taiwan R.O.C. | |
| The Chairman of RonlyVenture Corp. | Investment Company | Taiwan R.O.C. | |
| The Director of AUO Singapore Pte. Ltd. | Holdingcompanyand sales support of TFT-LCDpanels | Singapore | |
| The Director of AUO(Shanghai)Co.,Ltd. | Sales support of TFT-LCDpanels | China | |
| The Director of AUO Digitech HoldingLimited | HoldingCompany | Cayman Islands | |
| The Director of AUO Digitech (Suzhou) Co., Ltd. | Business management consulting, technology promotion, and application services, Industrial cloud platform services |
China | |
| The Director of AUO MegaInsight (Suzhou) Co., Ltd. |
Development and sales and licensing of software and hardware relating to intelligent manufacturing, and related consultingservices |
China | |
| The Director of AUO MegaInsight (Xiamen) Corp., Ltd. |
Sales of software and hardware relating to intelligent manufacturing,and related consultingservices |
China | |
| The Director of Aedgetech Data Technologies (Suzhou)Corp.,Ltd. |
Design and sales of software and hardware system and equipment relatingto intelligent manufacturing |
China |
⚫ Mr. Shuang-Lang (Paul) Peng is the Chairman and Group CSO of AUO Corporation. The company positions listed above are all management positions of companies directly or indirectly invested by AUO Corporation; Economically, no conflict of interest with the Company has arisen to date.
58
ENNOSTAR Inc.
List of releasing the director candidates (including independent director candidates) from non-competition restrictions (2)
| (2) | |||
|---|---|---|---|
| Name | Positions in Other Companies | Main Business | Place of establishment |
| AUO Corporation | The Corporate Director of Konly Venture Corp. |
Investment Company | Taiwan R.O.C. |
| The Corporate Director of Ronly Venture Corp. |
Investment Company | Taiwan R.O.C. | |
| The Corporate Director of DARWIN PRECISIONS CORPORATION(TWSE: 6120) |
Design, manufacturing, and sales of TFT-LCD modules, backlight modules,TV set and relatedparts |
Taiwan R.O.C. | |
| The Corporate Director of Yenrich TechnologyCorporation |
i-pixel LED R&D and sales | Taiwan R.O.C. | |
| The Corporate Director of SINTRONES TechnologyCorp.(TPEx: 6680) |
In-Vehicle Computing, Embedded Computing, Rugged Surveillance Computingand Edge AI GPU Computing |
Taiwan R.O.C. | |
| The Corporate Director of AUO Mobility Solutions Corporation |
Automotive panel | Taiwan R.O.C. | |
| The Corporate Director of AET Corporation |
Planning and design of water treatment technology and EPC project, energy saving equipment and energy efficiency project, facility intelligent management and environmental sustainability solution, Carbon emission management consulting and application software services, design and sales of software and hardware integration systems and equipment related to intelligent manufacturing, software development,and consultingservices |
Taiwan R.O.C. |
59
| Name | Positions in Other Companies | Main Business | Place of establishment |
|---|---|---|---|
| The Corporate Director of Qisda Corporation (TWSE: 2352) |
Manufacturing, sales and service of high-end monitors, opto- mechatronics products and optoelectronics film; the manufacturing sales and service of smart business solution; the manufacturing sales and service of medical equipment; providing medical services; as well as the research, development, design, manufacturing and sale of broadband products, wireless network products and computer network system equipment. |
Taiwan R.O.C. | |
| The Corporate Director of Adlink TechnologyInc.(TWSE: 6166) |
Manufacturing and Sales of Industrial Computer Hardware, Software, and Peripheral Devices |
Taiwan R.O.C. | |
| The Corporate Director of AUO Crystal Corp. |
Manufacturing and sale of ingots and solar wafers | Taiwan R.O.C. | |
| The Corporate Director of Da Ping Green EnergyCorporation |
Solar power generation | Taiwan R.O.C. | |
| The Corporate Director of Star River EnergyCorp. |
Investment Company | Taiwan R.O.C. | |
| The Corporate Director of AUO Power Corporation |
Renewable-Energy-Based Electricity Retailing Enterprise | Taiwan R.O.C. | |
| The Corporate Director of Star Shining 2 EnergyCorporation |
Investment Company | Taiwan R.O.C. | |
| The Corporate Director of Star Shining EnergyHoldings Corporation |
Investment Company | Taiwan R.O.C. | |
| The Corporate Director of AUO Display Plus Corporation |
Research, development and sales of displays | Taiwan R.O.C. | |
| The Corporate Director of AUO Health Inc. | Manufacturing,development and sales of medical equipment | Taiwan R.O.C. | |
| The Corporate Director of Star Shining Enetek Corporation |
Renewable Energy System Integration and Engineer | Taiwan R.O.C. |
60
ENNOSTAR Inc.
List of releasing the director candidates (including independent director candidates) from non-competition restrictions (3)
| (3) | |||
|---|---|---|---|
| Name | Positions in Other Companies | Main Business | Place of establishment |
| Representative of AUO Corporation: Yu-Chieh Lin |
The Vice President of AUO Corporation (TWSE: 2409) |
Research, development, production, and sales of thin film transistor liquid crystal displays (TFT-LCDs) and other displays for a wide variety of applications, along with providing vertical and mobility solutions |
Taiwan R.O.C. |
| Representative of the Corporate Director of YTTEK Technology Corp. |
5G SDR platform-a pure software platform, 5G non- signaling tester, 5G mm wave FEM, 28GHz 2-way up/down converter, beam calibration solution |
Taiwan R.O.C. | |
| Hsiu-Mu Tang | The Director of LiteStar JV Holding (BVI) Co., Ltd. | General investment | British Virgin Islands |
| The Director of Epicrystal (Hong Kong) Co., Ltd. | General investment | Hong Kong |
61
ENNOSTAR Inc.
List of releasing the director candidates (including independent director candidates) from non-competition restrictions (4)
| (4) | |||
|---|---|---|---|
| Name | Positions in Other Companies | Main Business | Place of establishment |
| Wei-Min Sheng | The Independent Director of Elite Semiconductor Microelectronics TechnologyInc.(TWSE: 3006) |
DRAM/SRAM, FLASH | Taiwan R.O.C. |
| The Independent Director of Innostar Service, Inc. (Emerging: 7828) |
Development, manufacture, and sales of semiconductor automation equipment |
Taiwan R.O.C. | |
| Wei-Cheng Wang | The Independent Director of Taiwan Mask Corporation(TWSE: 2338) |
R&D, production and sales of mask | Taiwan R.O.C. |
| The Independent Director of Etron Technology, Inc.(TPEx: 5351) |
R&D, development, production, manufacturing, testing, and sales of semiconductor devices |
Taiwan R.O.C. | |
| En-Te Hsu | The Independent Director of Mobiletron Electronics Co.,Ltd.(TWSE: 1533) |
Manufacturing of electronic components (electronic igniters,voltage regulators,rectifiers) |
Taiwan R.O.C. |
| Chun-Hsin Chou | The Independent Director of Chaheng Precision Co.,Ltd.(Emerging: 4546) |
Manufacturing of aircraft engine components | Taiwan R.O.C. |
| Shu-Chu Chen | The Independent Director of SHINY BRANDS GROUP CO.,LTD.(TPEx: 6703) |
R&D and sales of cosmetics, skincare products, and biotech healthproducts |
Taiwan R.O.C. |
62
Appendix 1
ENNOSTAR Inc. Articles of Incorporation
Chapter 1 General Provisions
| Article 1 | This Company is incorporated in accordance with the provision of the |
|---|---|
| Company Limited by Shares of the Company Act, the full name of the Company | |
| is ENNOSTAR Inc. | |
| Article 2 | The scope of business operated by this company shall be as follows: |
| 1. H201010 General Investment | |
| 2. IH01010 Industrial holding company | |
| Article 3 | The Company may provide guarantee for other companies and proceed it in |
| compliance with the Company’s guarantee operation procedure. | |
| Article 4 | When the Company reinvests in another company as a liability-limited |
| shareholder, the total amount of the Company's reinvestment shall not be | |
| subject to the restriction of not more than 40% of the Company's paid-up | |
| capital as provided in the Company Act. | |
| Article 5 | The Company is headquartered in Hsinchu City Taiwan and may have |
| branches, offices or business offices set elsewhere domestically and abroad | |
| as resolved by the Board of Directors. | |
| Article 6 | Public announcement of the Company shall be handled in accordance with |
| Article 28 of the Company Act. | |
| Chapter 2 | Shares |
| Article 7 | The approved capital of the Company is NT$ 15,000,000,000 divided into |
| 1,500,000,000 shares, at NT$10 par value, and may be issued separately. | |
| Among the above-mentioned shares, 50,000,000 shares shall be retained for | |
| the exercise of stock options through the issued stock option vouchers, special | |
| shares with stock options and bonds with stock options. | |
| Article 8 | The issuance of any employee stock options of which the stock option price is |
| less than the closing price shall be determined by a vote of two-thirds of the | |
| shareholders attending who represent a majority of the total shares issued, | |
| and then shall be reported and handled separately in a year from the date of | |
| the resolution at the shareholders’ meeting. | |
| Article 9 | The transfer of stocks to employees by the Company at the price less than the |
| average price at which the Company has bought the stocks back shall be | |
| determined by a vote of two-thirds of the shareholders attending who |
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represent a majority of the total shares issued. In the subjects of convening the meeting of shareholders, the following items shall be mentioned and explained, and shall not be presented through provisional motions.
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Transfer price, discount ratio, calculation basis and its rationality
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Shares to be transferred, purpose and its rationality
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Qualifications and conditions for the employees entitled to stock options, and shares allowed to be acquired
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Items affecting shareholders’ equity:
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(1) Amount that might be recognized as expense, and its effect on dilution of the Company’s EPS
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(2) Any financial burden to the Company because of the stock transferred to employees at the price less than the average price at which the Company has bought the stock back shall be explained.
Article 10 The object of transfer of treasury shares bought back by the Company may include the employees of parents or subsidiaries of the Company who meet certain conditions.
The object of issue of employee stock option certification of the Company may include the employees of parents or subsidiaries of the Company who meet certain conditions.
The object of issue of restricted stock for employees may include the employees of parents or subsidiaries of the Company who meet certain conditions.
The object of subscription of new shares of the Company may include the employees of parents or subsidiaries of the Company who meet certain conditions.
The term of “certain conditions” in this Article is authorized to be set by Board of Directors.
Article 11 The Company is exempted from printing share certificate in accordance with the provisions of Article 161-2 of the Company Act, but shall register the issued shares with the centralized securities depositary enterprise and follow the regulations of that enterprise.
Article 12 The transfer of stock shall not be made 60 days prior to shareholders’ general meeting, 30 days prior to shareholders’ extraordinary meeting, or 5 days prior to dividends and bonus distribution or other interest distribution. Article 13 Except otherwise provided in laws, share matters of the Company shall be handled in compliance with regulations provided by authorities.
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Chapter 3 Shareholders' Meeting
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Article 14 There are two kinds of shareholders' meetings in the Company: the General Meetings and extraordinary Meetings. General meeting shall be held once a year. The board of directors shall convene a general meeting within 6 months after the final account at the end of each fiscal year. An extraordinary meeting will be held if necessary. The Company's shareholders meeting may be held by virtual shareholders' meeting or other methods announced by the competent authority.
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Article 15 The general meeting shall be convened by sending the notification to shareholders 30 days prior to the meeting date upon convening. The extraordinary meeting shall be convened by sending the notification to shareholders 15 days prior to the meeting date upon convening. In the notification, the date, place, and subjects of the meeting shall be indicated.
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Article 16 Shareholders of the Company have one vote for each share they hold. After the Company is listed, the means of electronic transmission is one of the channels for shareholders to exercise their voting rights.
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Article 17 Except otherwise provided in applicant laws, resolutions of the shareholders’ meeting shall be made by a vote of a majority of the shareholders attending who represent a majority of the total number of shares issued.
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Article 18 The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting, and distributed to each shareholder within 20 days after the meeting date. The Company may have the minutes served through a public announcement.
Chapter 4 Directors and the Audit Committee
- Article 19 The Company shall have five to thirteen directors. Directors shall be elected from a slate of director candidates, which are nominated under the Candidate Nomination System, at shareholders' meetings. The directors are eligible for re-election. The number of directors shall be decided by the board of directors.
The number of independent directors among the number of directors in the preceding paragraph shall not be less than three, and shall not be less than one third of the number of directors.
- The independent directors' professional qualifications, shareholding, concurrent position restrictions, independence determination, nomination
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and selection methods, and other compliance matters shall be handled in accordance with the relevant laws and regulations.
The Company shall set up a functional committee in accordance with the requirements of the law and depending on the Company's needs.
The Company may purchase liability insurance for the directors, to the extent of the compensation responsibility assumed in business execution in their term of office according to law. The Board of Directors is authorized to determine the remuneration of directors, based on the level of participation and the value of contribution to the Company's business operations and taking into account the common remuneration level in the same industry.
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Article 19-1 Pursuant to Article 14-4 of the Securities and Exchange Law, the Company shall have the audit committee which shall be composed of all independent directors.
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Article 20 The Board of Directors is organized by the directors. The directors shall elect a Chairman of the Board of Directors, and may elect Vice Chairman of the Board of Directors, from among themselves by a majority in a meeting attended by more than Two-thirds of directors. The Chairman shall have the authority to represent the Company. The Chairman shall preside at the meeting for the Board of Directors. In the event Chairman is incapable of performing duties, Vice Chairman shall act on his behalf pursuant to the Article 208 of the Company Act. If there is no Vice-Chairman or Vice-Chairman who also asks for leave or is incapable of performing duties, the Chairman shall appoint one of the directors to act on his behalf. In case the Chairman fails to appoint any director to act on his behalf, the person to act on his behalf may be elected by and among the directors. , Directors shall attend the board meeting in person. Any director who is unable to attend the board meeting shall appoint another director as his proxy. Each director is limited to act as a proxy by one person only.
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Article 21 The Board of Directors’ (hereinafter “BOD”) meeting should be convened at least once every quarter. Each BOD director is entitled to be informed with the agenda 7 days prior to the meeting. However, an ad-hoc meeting may occur in the case of emergency.
The notification of the aforesaid meeting can be made in written, via email or facsimile or other electronic manner.
Chapter 5 Managers and Employees
- Article 22 The Company shall have one President whose appointment, discharge and remuneration shall be handled according to Article 29 of the Company Act.
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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.
Chapter 6 Accounting
Article 23 The Company’s fiscal year starts from January 1 and ends on December 31. At the end of every year, the Board of Directors shall prepare the statements and records of accounts in compliance with the Company Act and submit it to shareholders’ general meeting for recognition. Article 24 The Company shall dispatch 0.1% to 15% of the annual profit to the employee remuneration and no more than 2% to directors and supervisors as remuneration. However, when the Company still has accumulated losses, the Company shall offset the accumulated losses. The total amount of “employee remuneration” in the preceding paragraph shall be no less than 20% for the distribution of nonexecutive 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. Article 25 The Company shall distribute the after-tax profit after annual accounting settlement, shall first make up for the losses, then allocate 10% as legal reserve. However, while such legal reserve amounts to the total authorized capital, this provision shall not apply and, if necessary, allocate or reverse special reserve. Balance plus the previous cumulative undistributed earnings to be allocated surplus, in addition to discretion of reservations, the distribution shall be proposed by the Board of directors, if the proposal is to distribute by issuing new shares, it shall be submitted to shareholders’ meeting for resolution; if the proposal is to distribute by cash, according to paragraph 5 of Article 240 of Company Act, it shall be resolved and adopted by a majority vote at a meeting of the Board of directors attended by two-
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thirds of the total number of directors and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. The distribution ratio shall be based on the proportion of shares held by each shareholder. Pursuant to the provisions of Article 241 of the Company Act, the Company authorizes the Board of Directors to distribute all or part of the legal reserve and capital reserve by cash under the resolution which has been adopted by a majority vote at a meeting of the board of directors attended by more than two-thirds of all the directors, and the distribution shall be reported to the shareholders’ meeting after resolved.
The Company is in the stable growth period. To in line with current and future development plans, investment environment, fund demand and competition from domestic and foreign regions, the distribution of earnings shall be executed in compliance with each of the above regulations, for which shareholders’ interest and capital adequacy ratio shall be also taken into account. Besides, the shareholders’ dividends to be distributed for the year is in the range from 10% to 80% of the distributable surplus for the year, and the ratio of cash dividends to be distributed shall not be less than 10% of the total dividends to be distributed.
Chapter 7 Supplementary Provisions
Article 26 Any relevant matter not provided for in these articles of incorporation shall be handled in accordance with related regulations.
Article 27 The Articles of Incorporation was set up at the meeting of the promoters on August 7, 2020. The 1st amendment was made on May 31,2022. The 2nd amendment was made on May 24, 2024. The 3rd amendment was made on May 23, 2025.
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Appendix 2
ENNOSTAR Inc. Rules for the Procedures of the Shareholders’ Meeting
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Article 1: Unless otherwise provided in laws or regulations, a Shareholders’ meeting shall be conducted in compliance with the Rules of Procedure.
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Article 2: Shareholders or their proxies attending the shareholders’ meeting (the “Meeting”) shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders or their proxies attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders or their proxies plus the number of shares exercised by correspondence or electronic means.
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Article 3: The attendance of the meeting and voting in the meeting shall be based on the calculation of shares.
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Article 4: The meeting shall be held at the office of the Company, or any other appropriate place that is convenient for the shareholders and suitable for the meeting to be held. The starting time of the meeting shall not be earlier than 9 am or later than 3 pm. The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual shareholders’ meeting.
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Article5: If the meeting is convened by the Board of Directors (the “BOD”), the Chairman of the BOD shall be the chairman of the meeting. If Chairman is on leave, or cannot execute his or her authority for any reason, the Vice Chairman shall preside over the meeting. If there is no Vice Chairman or the Vice Chairman is also on leave, or cannot execute his or her authority for any reason, Chairman shall designate one of the Managing Directors to act on behalf of him or her. If there is no Managing Director, Chairman shall designate one of the directors to preside over the meeting. If Chairman does not designate any proxy to preside over the meeting on his or her behalf, the Managing Directors or directors shall elect one from among themselves to preside over the meeting.
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If the meeting is convened by any other person entitled to convene the meeting, not by the BOD, such person shall preside over the meeting.
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Article 6: The Company may designate its lawyers, CPAs or relevant parties to attend the meeting.
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Article 7: The chairman may engage disciplinary officers (or security personnel) to assist on keeping the order of the meeting. Such disciplinary officers (or security personnel) shall wear a badge marked “Disciplinary Officers”.
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Article 8: Any participants of the Shareholders’ meeting shall not bring items which might endanger human life, health, liberty or property.
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Article 9: The chairman may engage police officers to assist on keeping the order of the meeting.
Article 10: The whole proceedings of the meeting shall be videotaped or tape-recorded. The preceding tapes shall be preserved for at least one year. Where a shareholders meeting is held by virtual meeting, this Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording shall be properly kept by this Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
Article 11: The chairman shall call the meeting according to meeting schedule. If the number of shares represented by the shareholders present at the meeting has not yet reached more than 50% of the total issued and outstanding shares of the Company, the chairman may postpone the meeting. The postponements shall be limited to twice at most and the meeting may not be postponed longer than one hour in total. If the shares of the shareholders present at the meeting represent has not yet reached more than 50% but 1/3 of the total issued and outstanding shares or more after the meeting being postponed twice, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act R.O.C.
Before the adjournment of the meeting, if the number of shares represented by the shareholders present at the meeting reaches more than 50% of the total issued and outstanding shares, the chairman may submit the adopted tentative resolution to the shareholders’ meeting for approval in accordance with Article 174 of the Company Act R.O.C.
Article12: If the meeting is convened by the BOD, the agenda of the meeting shall be set by the BOD. Relevant resolutions (including extraordinary motions and the amendment to the original motion) should be voted by poll. The meeting shall proceed in accordance with the agenda, unless otherwise resolved by the meeting.
The preceding paragraph shall apply to cases where the meeting is convened by a person, other than the BOD, entitled to convene such meeting.
Unless otherwise resolved by the meeting, the chairman shall not adjourn the meeting before all of discussion items (including extraordinary motions) have been resolved.
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After the meeting is adjourned, shareholders shall not elect another chairman to continue the meeting on site or at another venue
Article13:
A meeting shall proceed in accordance with the agenda. In case the speech of any shareholder violates the above provision, the chairman may ask such shareholder to stop speaking.
Except for the discussion items listed in the agenda of the meeting, other motions or amendments or alternatives of the discussion items made by a shareholder at the meeting shall be seconded by other shareholders.
Article 14: A shareholder who intends to speak in the meeting shall fill out a speech note, specifying therein the summary of the speech, the shareholder’s number (or the number of his or her certificate of attendance) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. A shareholder who only submits his or her speech note but does not actually speak in the meeting shall be considered as not having given such a speech. If the content of the speech of the shareholder are different from the contents of the speech note, the contents of actual speech shall prevail. When a shareholder is giving a speech, the other shareholders shall not interrupt the speech unless they have obtained the consent from the chairman and the said shareholder. For any such violations, the chairman shall stop the interruption immediately.
Article 15: Unless otherwise permitted by the chairman, each shareholder shall not speak more than twice for each discussion item. Each speech shall not take more than5 minutes. In the case that any speech violates the foresaid provisions or exceeds the scope of the discussion item, the chairman may ask such shareholder to stop speaking.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words.
Article 16: A legal entity that is appointed as a proxy to attend the meeting can only designate one representative to attend the meeting.
If a corporate shareholder designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.
Article 17: After the speech of a shareholder, the chairman may respond by himself/herself or appoint an appropriate person to respond.
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Article 18: The chairman may announce to end the discussion of any item and amendment or extraordinary motions proposed by the shareholders and submit them to be resolved when the chairman deems appropriate.
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Article 19: Unless a majority of more than 50% is required by the Company Act R.O.C. or the Articles of Incorporation, a resolution of the meeting shall be adopted by at least 50% majority of votes represented by the shareholders present at the meeting.
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The calculation of votes represented by the shareholders is based on the Articles in the Company Act R.O.C. or the Articles of Incorporation. A resolution of the meeting shall be adopted if it has been voted. If no objection is voiced after solicitation by the chairman, the resolution shall be deemed adopted and shall have the same effect as if it has been voted.
If there is an amendment or alternative for a discussion item, the chairman may combine the amendment or alternative into the original discussion item, and determine the sequence of voting for such discussion item. If any above item has been resolved, the others shall be deemed vetoed and no further voting is required.
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Article 20: The voting method and procedures shall be announced by the chairman or a person designated by the chairman. The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chairman. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.
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Article 21: During the meeting, the chairman may set time for intermission at his or her discretion.
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Article 22: In case of incident due to force majeure, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue
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Article 23: Any matters insufficiently address herein shall be subject to the Company Act R.O.C., laws and regulations or Articles of Incorporations concerned.
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Article 24: The Rules of Procedure and any amendment thereto, shall be implemented after approval by the Shareholders’ Meeting. These Rules were enacted at the promoters' meeting on August 7, 2020. The 1st amendment was made on May 24, 2024.
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Appendix 3
ENNOSTAR Inc. Rules for Elections of Directors
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Article 1: Unless otherwise stipulated in regulations or Articles of Incorporation of ENNOSTAR Inc. (hereinafter “the Company”), the election(s) of directors of the Company shall be subject to the Rules of Electing Directors (hereinafter “the Rules”).
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Article 2: The election(s) of the Company’s directors conducted in Stockholders’ Meeting. The Company should prepare the ballots for directors and independent directors, and mark the weighting of each vote. The election of directors shall be conducted in accordance with candidates’ nomination system and procedures stipulated in Article 192-1 of the Company Act.
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Article 3: The cumulative voting method shall be used for the election of directors in the Company. Each share will have voting rights in number equal to the number of directors to be elected. The shares can be consolidated together to vote on one person or vote on different people. Independent and non-independent directors shall be elected simultaneously, but the number of seats to be elected shall be calculated respectively.
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Article 4: The number of directors will be as specified in this Company's Articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected independent directors and non-independent director sequentially according to their respective numbers of votes. When there are more than 2 persons receiving the same number of votes above the regulated number, these two candidates should draw a lot to decide elected. The chairman shall draw the lot for those who are not present.
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Article 5: Before the election, the chairman should designate several scrutinizers and ballot counters to perform related duties. The scrutinizers may be from the attending shareholders.
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Article 6: The Company should prepare the ballot box and open it for the public to check before voting procedure.
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Article 7: Voters shall, on each ballot, check the box associated with the one director candidate they wish to vote for among the candidates listed by the Company. If any candidate is also a stockholder, voter shall fill the account name and stockholder account number of the candidate in the column of “candidate” on the ballot; for the candidate is not a stockholder, voter should fill in the name and identification card number of the candidate. However, if the candidate is government or corporate stockholder, the column of “candidate” should be
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filled with the name of the government or the corporate, or with the name of their representative as well. When there is more than one representative for the government or company, all representatives’ names should be noted.
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Article 8: The ballots shall be invalid under any of the following situations:
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(1) The ballot is not prepared by the Company.
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(2) The ballot casted into the box is blank.
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(3) The writing on the ballot is vague, unrecognizable or altered.
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(4) The name and account number of the candidates on the ballots for candidates who are also stockholders are inconsistent with Stockholders register. Or the name and identification card number of the candidates who are non-stockholders are inconsistent with records after verification.
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(5) There are other words written on the ballots besides the name, stockholder’s account name and account number, identification card number and distributed votes of the candidate.
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(6) The name of the candidate on the ballot is same with other stockholder and the voter did not fill in the candidate’s account number of stockholder or identification card number for distinction.
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(7) The ballot is not put into the ballot box before the end of the vote.
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(8) The total votes cast by the voter exceed the total voting rights of such voter.
If the number of voting rights cast is fewer than the total number of voting rights allotted to a voter, the remaining will be considered abstentions.
- Article 9: After voting, the ballot box should be opened and ballot counting should commence immediately. The result of the election should be announced by the chairman on the scene.
Article 10: The Rules and any amendment hereto, will be put into force after the approval from the Stockholders’ Meeting. These Rules were enacted at the promoters' meeting on August 7, 2020. The 1st amendment was made on May 24, 2024.
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Appendix 4
ENNOSTAR Inc.
Current Shareholding of Directors
| Position | Name | Date elected (y/m/d) |
Number of shares |
shareholding % |
|---|---|---|---|---|
| Chairman | Shuang-Lang (Paul) Peng |
2023/5/31 | 298,437 | 0.04% |
| Director | Chin-Yung Fan | 2023/5/31 | 309,533 | 0.04% |
| Director | Representative of AUO Corporation: Yu-Chieh Lin |
2023/5/31 | 93,568,898 | 12.68% |
| Director | Hsiu-Mu Tang | 2023/5/31 | 412,027 | 0.06% |
| Independent Director |
Wei-Min Sheng | 2023/5/31 | 0 | 0.00% |
| Independent Director |
Shian-Ho Shen | 2023/5/31 | 0 | 0.00% |
| Independent Director |
Wei-Cheng Wang | 2023/5/31 | 0 | 0.00% |
| Independent Director |
En-Te Hsu | 2023/5/31 | 0 | 0.00% |
| Independent Director |
Chun-Hsin Chou | 2023/5/31 | 0 | 0.00% |
Note 1: The record (base) date is the date on which transfer is suspended, i.e., March 28, 2026. As of March 28, 2026, the total issued shares are 737,940,460 shares.
Note 2: According to Paragraph 5 of Article 2 of the " Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if the number of independent directors selected exceeds one-half of the total number of directors and an audit committee has been established in accordance with the law, the minimum shareholding percentage of all directors and supervisors is not applicable.
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