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ENNOSTAR Annual Report 2023

Jun 12, 2024

52376_rns_2024-06-12_2de18c38-9833-4753-9406-1163f8780658.pdf

Annual Report

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==> picture [223 x 40] intentionally omitted <==

TWSE: 3714

Ennostar Inc.

2023 Annual Report

Printed on March 15, 2024

Website to inquire annual reports

  • MOPS website: https://mops.twse.com.tw

  • Ennostar Inc. website: https://www.ennostar.com

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

1. Spokesperson & Deputy Spokesperson

Spokesperson : Po-Yi Chang, Vice President, Finance Center Deputy Spokesperson : Jia-Wei Tzeng, Senior Manger, Finance Management & Investor Service Div. Tel : +886 3 567-9000 Email : [email protected]

2. Headquarters, Branches, and Plant

Ennostar Inc. Address : 9F. -1, No. 67, Ziyou Rd., East Dist., Hsinchu City, Taiwan (R.O.C.) TEL : +886 3 567-9000 Epistar Corporation Address : No. 21, Li-hsin Rd., Hsinchu Science Park TEL : +886 3 567-8000 Lextar Electronics Corporation. Address 6F. No. 21, Li-hsin Rd., Hsinchu Science Park TEL +886 3 565-8800 Unikorn Semiconductor Corporation Address 1F, No. 5, Li-hsin 5th Rd., Hsinchu Science Park TEL +886 3 563-5666

3. Common Share Transfer Agent and Registrar

Name : Shareholders Service Department, Horizon Securities Address : 3F., No.236, Sec. 4, Xinyi Rd., Xinyi Dist., Taipei City Website : http://srd.honsec.com.tw TEL : +886 2 2326-8818

4. Auditors

Name of auditors : Tien-Yi Li , Chien-Hung Chou Name of Accouting Firm : Pricewaterhouse Coopers, Taiwan Address : 27F., No.333, Sec. 1, Keelung Rd., SongshanDist., Taipei City Website : http://www.pwc.tw/ TEL : +886 2 2729-6666

5. Name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: Not applicable.

6. Corporate Website: http://www.ennostar.com

Table of Contents

Table of Contents Table of Contents
Page No.
1. Letter to Shareholders…………………………………………………………………………………………………………. 1
2. Company Introduction…………………………………………………………………………………………………………. 5
2.1 Date of Incorporation…………………………………………………………………………………………………….. 5
2.2 Company History.…………………………………………………………………………………………………………… 5
3. Corporate Governance Report……………………………………………………………………………………………… 6
3.1 Organization.…………………………………………………………………………………………………………………. 6
3.2 Information about directors, president, vice presidents, assistant vice presidents, and
department and branch managers........................................................... 9
3.3 Implementation of Corporate Governance......................................................................... 29
3.4 Information of CPA audit fee............................................................................................... 88
3.5 Replacement of CPAs........................................................................................................... 88
3.6 Information on the company’s chairman, president, or any managerial officer in charge
of finance or accounting matters has in the most recent year held a position at the
accounting firm of its certified public accountant or at an affiliated enterprise of such
accounting firm.................................................................................................................. 88
3.7 Changes in the transfer or pledge of shares by directors, managers, and shareholders
holding over 10% of the shares…...................................................................................... 89
3.8 Information on the relationship among the top 10 shareholders....................................... 91
3.9 The total number of shares and total equity stake held in any single enterprise by the
Company, its directors and supervisors, managerial officers, and any companies
controlled either directly or indirectly by the Company..................................................... 93
4. Capital Overview…………………………………………………………………………………………………………………. 94
4.1 Capital and Shares............................................................................................................... 94
4.2 Issuance of Corporate Bonds............................................................................................... 98
4.3 Preferred Shares.................................................................................................................. 98
4.4 Issuance of Overseas Depositary Shares............................................................................. 98
4.5 Status of Employee Stock Option Plan................................................................................ 98
4.6 Status of New Restricted Employee Shares......................................................................... 98
4.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions................... 98
4.8 Financing Plans and Implementation.................................................................................. 99
5. Operation Overview…………………………………………………………………………………………………………….. 101
5.1 Business Contents............................................................................................................... 101
5.2 Market and Production and Sales Overview....................................................................... 125
5.3 Human Resources............................................................................................................... 136
5.4 Environmental Protection Expenditure............................................................................... 136
5.5 Labor Relations.................................................................................................................... 137
5.6 Cyber Security Management…………………………………………………………………………………………. 143
5.7 Material Contract................................................................................................................ 145

Table of Contents

Table of Contents
Page No.
6. Financial Information…………………………………………………………………………………………………………… 146
6.1 Five-Year Financial Summary................................................................................................ 146
6.2 Five-Year Financial Analysis…………………………………………………………………………………………….. 150
6.3 Audit Committee’s Review Report for the Most Recent Year…………………………………………… 153
6.4Financial Statements for the Most Recent Year (including the consolidated financial
statements of the parent and subsidiaries)…………………………………………………………………….. 153
6.5 The Latest Individual Financial Statements Audited and Certified by CPA………………………. 153
6.6 The company or its affiliates have experienced financial difficulties in the most recent
fiscal year or during the current fiscal year up to the date of printing of the annual
report.…………………………………………………………………………………………………………………………… 153
7. Review, analysis and risk issues regarding financial standing and financial performance……….. 154
7.1 Financial conditions………………………………………………………………………………………………………… 154
7.2 Financial Performance……………………………………………………………………………………………………. 155
7.3 Cash Flow……………………………………………………………………………………………………………………….. 156
7.4 The impact of significant capital expenditures on the treasury related business in the
most recent year……………………………………………………………………………………………………………. 157
7.5 The outward investment policy, the key causes behind profit or loss in the most recent
year, the plans for countermeasures and investment plans in the upcoming year………….. 158
7.6 Risks-related issues…………………………………………………………………………………………………………. 158
7.7 Other important notes…….……………………………………………………………………………………………… 167
8. Special Disclosure………………………………………………………………………………………………………………… 168
8.1 Summary of Affiliated Companies…………………………………………………………………………………… 168
8.2 Private Placement Securities in the Most Recent Years and up to the date of publication
of the annual report………………………………………………………………………………………………………. 185
8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years
and up to the date of publication of the annual report……………..…………………………………… 188
8.4 Other supplementary explanation as necessary.……………………………………………………………… 189
8.5 Any Events in 2023 the most recent year and up to the Date of publication of thise Annual
Report that Had Significant Impacts on Shareholders’ Right or Security Prices as Stated
in Item 3, Paragraph 2 of Article 36 of Securities and Exchange Act of Taiwan………………… 189
Appendix:
1. Statement of Declaration on Internal Control System............................................................ 190
2. Audit Committee’s Review Report for the Most Recent Year….…………………………………………. 191
3. Affiliates’ Consolidated Financial Statements....................................................................... 192
4. Financial Statements for the Most Recent Year (including the consolidated financial
statements of the parent and subsidiaries)........................................................................... 193
5. The Latest Individual Financial Statements Audited and Certified by CPA.............................. 318

1. Letter to Shareholders

In 2023, ENNOSTAR’s operations faced severe challenges due to a variety of factors. The global consumer market demand was affected by inflation, rising interest rates, industrial inventory adjustments, and plummeting customer demand. Additionally, war, geopolitics, and extreme climates also played a role. As a result, the Group’s consolidated revenue in 2023 was about NTD 22.31 billion, a decrease of 22.8% from that in 2022; the net operating loss was NTD 4.00 billion. In addition, the Group made a provision of impairment loss for goodwill and idle assets, and recognized profit or loss on reinvestment. The net loss attributable to the parent company’s owners in 2023 was NTD 6.78 billion, and the basic loss per share was NTD 9.02. Under the unsatisfactory macroeconomic environment and many challenges in overall operations, the Company actively and effectively manages cash flow and capital expenditures to maintain a healthy financial structure. At the same time, through optimization and integration of the Group organization and reorganization of various reinvestment businesses to improve operating efficiency, this will enable the Group to battle with ease and face different challenges in the future.

One Ennostar strengthens resilience and accelerates the development of high value-added markets

In the future, the Group will accelerate the pace of integration and transformation of the Group, enhance the strength of all-dimensional organizational transformation and strategic deployment, and exert the greatest synergy of the Group. In terms of organizational transformation, we have prioritized the integration of human resource units and financial units of all subsidiaries into Ennostar. The Company has also been successively promoting factory integration by reviewing the production performance of each factory. First, we will merge and optimize our three manufacturing bases in northern, central, and southern Taiwan, followed by the optimization of factories in Mainland China, and organizing various reinvestment businesses to achieve asset activation and utilization. We hope to “integrate” the “One Ennostar” spirit into the Group’s culture and create new values for the Group.

In terms of strategic layout, the Group will have two parallel strategies. The first is to create added value and give full play to the group’s advantages. The Group continues to develop products and technologies for automotive, advanced display, and smart sensors based on our expertise in III-V compound semiconductor, such as, gallium arsenide (GaAs), gallium nitride (GaN), indium gallium arsenide (InGaAs) and so on, for optoelectronic products and pursue long-term profits through differentiation. Secondly, in order for the Group’s products and technologies to be competitive and meet the needs of different markets, the Group will

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actively deepen the upstream and downstream integration of the Group, expand the depth of technology, products and services, and provide customers with one-stop solutions from epitaxy, chip, packaging to modules. Effectively exploring new areas and expanding revenue and increasing profits.

  1. Automotive use

The Group has been deeply involved in the automotive field for many years, and has combined the upstream and downstream supply chains to develop automotive lighting, automotive displays, and automotive sensors to present a complete automotive modular solution. Many of its products have been successfully adopted by major international OEMs and Tier 1 automotive suppliers for automotive lighting, ambient lighting, and ADB smart headlights. In recent years, the proportion of automotive revenue has continued to increase. With the development of EV new energy vehicles, the smart cockpit has become the focus of market attention. The immersive driving experience has attracted the attention of related technologies, especially Micro LED with high penetration rate, high brightness, and flexible application in a small size space. The automotive display industry has greater potential, and the Group is actively cooperating with several customers in the introduction. In addition, vehicle safety has always been a prerequisite for the development of the Group’s forward-looking automotive technologies. As the intelligentization of vehicles is increasingly day by day, the sensing applications required for vehicles are also increasing, such as: Driving Monitoring System (DMS), Advanced Driving Assistance System (ADAS), gesture recognition, ranging and lidar, among other applications, to improve the humanized riding experience and safe road environment.

  1. Advanced display

  2. The Group continues to invest in the research and development of advanced display technologies such as Mini LED and Micro LED, and is committed to helping customers improve the visual effect of their products. Currently, we are working closely with customers on a number of advanced display-related projects. Mini LED has now become one of the mainstream high-end display technologies, and new products of various international terminal brands continue to emerge. The Group has been deploying in the development of Micro LED for many years, and has not only mastered advanced key technologies, but has also completed the construction of a trial production line. We constantly promote the development of Micro LED with strategic partners, consolidate industry advantages, and prepare for mass production in the future.

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  1. Smart sensing

The Group has the full band solutions and industry-leading technical specifications that can be applied to a variety of scenarios, including biological health sensing, medical applications, 1D/3D ranging for industrial and automotive applications. It has been adopted by many international leading brands. The Group is a leading manufacturer of shortwave infrared SWIR products and technology. SWIR has higher penetration for substances than NIR and is less susceptible to the influence of external light sources. With algorithms, it can achieve more sensing possibilities, such as industrial material analysis. sorting and freshness testing of fruits and vegetables. In addition, based on market trends and needs, the Group will also strengthen the deployment of sensing optical modules, improve the technical and service capabilities of solutions, and provide customers with one-stop procurement services, giving end products diversified possibilities.

  1. New areas

In addition to the three major areas, the deployment of new areas is also an important development direction. The Group will start with its own business and combine the profound technical foundation accumulated over the years, the mastery of the optoelectronic product materials of the III-V compound semiconductor, and the advantages of the existing equipment, to actively develop high potential and high valueadded fields, such as: The development of AI optical communication, solar cells for loworbit satellites, and other new applications which are continuing to enhance the tolerance of enterprises in the face of market fluctuations, and make great strides toward high value-added applications.

ESG creates excellence and enriches the Group’s sustainability formula

The world is accelerating its net zero transformation. Since the Group’s establishment in 2021, it has clearly expressed its firm commitment to sustainability and excellence. The Group’s ESG goals, strategies, and implementations are directly supervised by the Ennostar’s Board of Directors, demonstrating the importance and determination of the Group towards ESG. In 2023, Ennostar and its subsidiaries participated in the Taiwan Corporate Sustainability Awards (TCSA). The Group has won five key awards in the three years since its inception. The award is an affirmation and a reminder that the Group’s partners are still working on this arduous and long road of sustainability. It reminds everyone that the road to sustainability is endless and that we must work harder.

In response to the international trends in climate governance and the challenges posed by climate change, the Group has formulated a green power policy, aiming to achieve the goal of

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RE100 in non-production areas by 2030, and RE100 by the whole group by 2050; having signed on to the commitments of the “Task Force on Climate-related Financial Disclosures” (TCFD) and the “Science Based Targets initiative” (SBTi), we are eager to adopt climate actions showing our determination to move towards net zero.

In addition, in order to become an accelerator for customers’ net zero carbon emissions and drive the sustainable growth of related suppliers, the Group also exerted its industry appeal and held annual supplier sustainability meetings for its subsidiaries to guide suppliers to build greenhouse gases inventory capability with its own sustainability experience. We have announced the absolute 20% carbon reduction and sustainability goal by 2030 striving to build a low-carbon supply chain.

The synergy of the Group’s cooperation to become a full-scale optoelectronic integrated solution provider

The global situation is changing rapidly. Only by properly adjusting its internal constitution can the entire organization maintain the agility to respond flexibly. Looking forward to 2024, we will accelerate the pace of group integration and transformation, continue to revitalize our assets, promote R&D technology and investment strategies with the greatest strength, accelerate the development of “three plus one” high value-added areas, and continue to expand into new areas and markets. The Group will bring its strong R&D capabilities and the synergy of its collaboration to become a provider of comprehensive optoelectronic integrated solutions. We will continue to work with all employees to create positive benefits for all stakeholders and jointly embrace the next peak growth for the Group.

Chairman Shuang-Lang Peng

4

2. Company Introduction

2.1 Date of Incorporation: January 6, 2021

ENNOSTAR Inc. was established in January 2021 by the two major LED groups in Taiwan, Epistar and Lextar, through a share swap. Ennostar Group develop products and technologies for automotive, advanced display, and smart sensors based on our expertise in III-V compound semiconductor, such as gallium arsenide (GaAs), gallium nitride (GaN), indium gallium arsenide (InGaAs) and so on, for optoelectronic products. The Group’s products cover epitaxy, grains, packaging and modules, which may provide the customer customized services and solutions for supply chain integration.

2.2 Company History

  • August 2020 On August 7, 2020, the special shareholders' meeting of EPISTAR Corporation and Lextar Electronics Corp resolved to jointly establish Ennostar Inc. through share conversion, and apply for stock listing and trading pursuant to the related regulations.

  • January 2021 Approved by the Taiwan Stock Exchange on September 8, 2020 and September 24, 2020, the shares of EPISTAR and Lextar Electronics were delisted and terminated trading on January 6, 2021. And Ennostar Inc. became public listed on the same day for trading; the listed industry category and stock code are "Optoelectronics" and "3714," respectively.

  • September 2022 The capital increase in cash via a private placement was completed and 70,000 thousand common shares issued; the strategic investors are AUO Corporation and Innolux Corporation.

  • January 2023 Ennostar passed the information security management system ISO 27001 certification.

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3. Corporate Governance Report

3.1 Organization

3.1.1 Organizational Chart

==> picture [455 x 323] intentionally omitted <==

  • 3.1.2 Operation of Major Department
Name of Department Major Function
Steering Committee Analyze the industry evolutions and improve the Group’s
operations, and formulate the short, medium and long-
term strategic planning and implementation; formulate
inter-group
strategic
collaboration
and
resource
integration plans; supervise the long-term cultivation
programs for the successors of the Group management
and its implementation; evaluate and propose for the
Group’s organizational adjustments.
Sustainability & ERM
Committee
Formulate ESG missions, visions, policies, and goals
Identify ESG risk and opportunities, to determine the
relevant investment strategies. Oversee ESG strategic
planning
and
implementation.
Supervise
ESG
performance and information disclosure. Respond to
stakeholders’ assessment of environmental, social, and
corporate governance risks and countermeasures to
achieve the goal of sustainable operation.

6

Name of Department Major Function
Corporate Governance
& Nominating
Committee

Formulate the criteria for the nomination of board
members and candidates, set up and regularly review
the directors’ continuing education plan, conduct
performance evaluations on the Board of Directors and
functional committee members, and review the
succession plan for senior managers, in order to
strengthen corporate governance and enhance the
performance of theBoard ofDirectors.
Chairman’s Office In supervision of various business targets, development
roadmap, and the relevant matters of holding directors’
meetings.
President’s Office Responsible for setting up company business strategies
to achieve the annual business goals expected by the
Board ofDirectors.
Audit Office Responsible for the inspection of and response to the
deficiencies in the internal control system, and provide
suggestions for corrections and produce follow-up
reports on a regular basis.
Corporate
Development Office
Responsible for the strategic positioning of the Group;
through industry analysis, seek the development of new
areas and the formulation and implementation of the
overall investment layout plan, in order to help the
Group continue exert its strengths to generated results
in the existing fields and applications.
Develop on the basis of group III and V compound
semiconductor materials, proactively engage in the
advancement of automotive, sensor and advanced
display, and create applications and opportunities in new
fields, secure the leadership in the industry, exert long-
term competitive strengths, and create long-term value
for the Group.
Finance Center Responsible for coordinating and supervising the
financial accounting, business management, investor
relations, corporate governance, and stock services of
each group company, and assisting each company in the
establishment of risk management mechanisms.
Human Resources
Center
Responsible for the Company’s human resources,
general affairs and administration related affairs, also
responsible for the management and control, policy
instruction and supervision to the implementation at the
same function in each subsidiary.
Legal & IP
Management Office
Responsible for the legal affairs and intellectual property
related affairs of the Company, and responsible for the
management and control, policy instruction and
supervision to the implementation at the same function
in each subsidiary.

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Name of Department Major Function
Information
Technology Center
Responsible
for
formulating
the
information
management strategy of the holding group and planning
the information management system, continuously
optimizing and integrating the holding information
platforms, and formulating and promoting information
security policies. Responsible for providing policy
guidance to, and supervising the implementation of,
various IT units of subordinate companies.
ESG Division Formulate ESG directions and goals, promote ESG plans,
assist in the implementation of ESG plans, track KPI
performance, collect and analyze domestic and foreign
trend, and regularly disclose the Group’s ESG
performance information.

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3.2 Information about Directors, president, vice presidents, assistant vice presidents, and department and branch managers

3.2.1 Information about directors Base date of shareholding February 29, 2024; Unit: shares

Title
Nationality
or Place of
Registration

Name
Gender/
Age
Date elected
(inauguration)
Date
Term Date First
Elected
Shareholding
When Elected
Shareholding
When Elected
Current
Shareholding
Shareholding of
spouse and
minor children
Shareholding of
spouse and
minor children
Shareholding
in others’
name
Shareholding
in others’
name
Experience & Education Current
Positions at
the Company
and Other
Companies
Managers,
directors or
supervisors
who are
spouses or
relatives
within the
second
degree of
kinship
Managers,
directors or
supervisors
who are
spouses or
relatives
within the
second
degree of
kinship
Managers,
directors or
supervisors
who are
spouses or
relatives
within the
second
degree of
kinship
Shares Shareholding
%
Shares Shareholding
%
Shares Shareholding
%
Shares Shareholding
%
Title Name Relationship
Chairman
R.O.C. Shuan-Lang
Peng
Male/
60-70
2023.05.31 3
years
2010.06.18 150,000
0.02%
250,000
0.03%
0
0.11%
0
0.00%
Chairman and CEO, AUO Corporation
Director, Qisda Corporation
MBA,Heriot-Watt University
Note 1 No No No
Vice
Chairman
R.O.C. AUO
Corporation
Not
applicable
2023.05.31 3
years
2005.05.18 93,568,898 12.43% 93,568,898 12.43%
0
0.00%
0
0.00% No Note 2 No No No
Representativ
e
Yu-Chieh Lin
female/
41-50
2023.05.31 3
years
2023.05.31 0 0.00% 3,930 0.00%
0
0.00%
0
0.00%
Vice President, AUO Corporation
Taiwan Display Union Association
supervisor
M.A., Institute of Physics, National Central
University
Note 3 No No No
Director R.O.C. Chin-Yung Fan Male/
51-60
2023.05.31 3
years
2019.06.20 133,506 0.02% 133,506 0.02%
31,576
0.00%
0
0.00%
President of Epistar Corporation
M.A., Institute of Physics, National Central
University
Note 4 No No No
Director R.O.C. Hsiu-Mu Tang Male/
51-60
2023.05.31 3
years
2023.05.31 249,230 0.03% 249,230 0.03%
0
0.06%
0
0.00%
President of Lextar Electronics Corp.
PhD, Chemical Engineering, National Tsing
Hua University
Note 5 No No No
Independent
Director
R.O.C. Wei-Min
Sheng
Male/
61-70
2023.05.31 3
years
2003.06.18 0 0.00%
0
0.00%
0
0.00%
0
0.00%
Professor of Department of Public Finance
in National Taichung University of Science
and Technology.
Independent Director, Epistar Corporation
PhD in Accounting,Purdue University
Note 6 No No No
Independent
Director
R.O.C. Hsien-He
Sheng
Male/
71-80
2023.05.31 3
years
2003.05.29 0 0.00%
0
0.00%
0
0.00%
0
0.00%
Vice President and Plant Chief, United
Microelectronics Corporation
Vice President, AUO Corporation
Independent Director, Lextar Electronics
Corp.
Bachelor, Department of Electronic
Engineering, Chung Yuan Christian
University
Note 7 No No No
Independent
Director
R.O.C. Wei-Cheng
Wang
Male/
61-70
2023.05.31 3
years
2021.08.11 0 0.00%
0
0.00%
0
0.00%
0
0.00% CPA and Partner, PwC
Department of Accounting, NCCU
Note 8 No No No
Independent
Director
R.O.C. En-Te Hsu Male/
61-70
2023.05.31 3
years
2014.06.17 0 0.00%
0
0.00%
0
0.00%
0
0.00%
Professor of Accounting in Tunghai
University
Chief. of Accounting and Industry-Academic
Research Center and EMBA in Tunghai
University
PhD in Accounting, National Taiwan
University
Note 9 No No No
Independent
Director
R.O.C. Chun-Hsin
Tsou
female/
41-50
2023.05.31 3
years
2014.01.22 0 0.00%
0
0.00%
0
0.00%
0
0.00%
Chief. of AIPT International Law Office
Chairman and arbitrator of Chinese
Construction Industry Arbitration
Association
PhD in Law in China University of Political
Science and Law
Note 10 No No No

9

  • ⚫ The first appointment date of directors and supervisors of listed companies.

  • ⚫ Any relevant information where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto: With the comprehensive considerations of the board members’ independent, and the competency and necessity of managerial officers, and to enhance the operation and management efficiency and execution of decision-making, pursuant to Article 4 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers,” the seats of independent directors were added to five in 2021, and became the majority of the all board members. it is believed that the governance framework of the board is sufficient to oversee the Company’s key decision-making and protect the shareholders’ value.

Note:

  1. Chairman, Shuan-Lang Peng concurrently servea as Chairman and Strategy Chief of AUO Group (TWSE: 2409); Director of Qisda Corporation (TWSE: 2352); Chairman of AUO Foundation. ;; Executive Director of AUO Trading (Shanghai) Co., Ltd; Chairman of AUO Singapore Pte. Ltd.; Chairman of Konly Venture Corp.; Chairman of Ronly Venture Corp..; Director of AUO Digitech (CAYMAN) Limited; Director of AUO Digitech Holding Limited; Director of AUO Digitech Pte. Ltd., and Chairman of AUO Digital Service (Suzhou) Ltd. ; Chairman of AUO Megainsight (Xiamen) Co., Ltd.;Chairman of AUO MegaInsight (Suzhou) Co., Ltd.;Chairman of Edgetech Data Technologies (Suzhou) Corp., Ltd.;Chairman of AUO Digitech Taiwan Inc. ; Chairman of Harvestar Investment Corp.; Chairman of Calystar Investment Corp.; Chairman of Precistar Investment Corp. ; Chairman of Praistar Investment Corp. and Chairman of Manastar Investment Corp.

  2. Corporate director AUO Corporation concurrently servea as Director of Konly Venture Corp.; Director of Ronly Venture Corp.; Director of AUO Crystal Corp.; Director of Space Money Inc.; Director of AUO Envirotech Inc.; Director of Star River Energy Corporation ; Director of Star Shining Energy Corporation ; Director of Darwin Precisions Corporation (TWSE: 6120) ; Director of Qisda Corporation (TWSE: 2352) ; Director of Adlink Technology Inc. (TWSE: 6166) ; Director of AUO Care Inc.; Director of SINTRONES Technology Corp. (TWSE: 6680) ; Director of AUO Display Plus Corporation; Director of Da Ping Green Energy Corporation ; Director of AUO Health Corporation. and director of AUO Power Corporation.

  3. Director Yu-Chieh Lin concurrently serves as Vice President of AUO Corporation and Director of YTTEK Technology Corp.

  4. Director, Chin-Yung Fan, concurrently serves as Chairman and CEO of EPISTAR Corporation; Chairman of Lighting Investment Corp.; Director of Amengine Corporation ; Director of Shenzhen Epikylin Optoelectronics Co.,Ltd.; Director of TE OPTO CORPORATION; Director of FormoLight Technologies, Inc.; Director of Episky(Hong Kong)Ltd.; Chairman of Lighting Investment Ltd.; Chairman of Epistar JV Holding (BVI) Co., Ltd.;Director of LiteStar JV Holding (BVI) Co., Ltd.; Director of Epicrystal (Hong Kong) Co., Ltd.; Director of Luxlite (HK) Corporation Limited; Director of HUGA Holding (Samoa) Limited and Director of Epistar (Hong Kong) Limited. The abovementioned companies are all direct or indirect reinvestees of Ennostar.

  5. Director Hsiu-Mu Tang concurrently serves as Chairman and CEO of Lextar Electronics Corp.; Chairman of Liang Li Venture Corp.; Chairman of Wellybond Corporation; Director of Wellypower Optronics Corporation; Director of Apower Optronics Corporation; Chairman of Vogito Innovation Co., Ltd.; Director of Wellyhertz Electronics Corp. ; Director of Lextar Electronics (Suzhou) Corp. Director of Lextar (Singapore) Pte. Ltd.; Director of Wellybond Optronics (H.K.) Corporation.; Director of Lextar Electronics (Chuzhou) Corp. and Chuzhou Director of Bwin Techology Corp. The abovementioned companies are all direct or indirect reinvestees of Ennostar.

  6. Independent Director, Wei-Min Sheng concurrently serves as the Independent Director and member of the Remuneration Committee of Episil-Precision Inc. (TWSE: 3016); Independent Director and member of the Remuneration Committee of UPI Semiconductor Corp (TWSE: 6719) and Independent Director and member of the Remuneration Committee of Elite Semiconductor Memory Technology Inc. (TWSE: 3006)

  7. Independent Director, Hsien-He Sheng concurrently serves as Director of Anpec Electronics Corporation. (TPEx: 6138); Director of C Sun MFG. Ltd (TWSE: 2467); Director of Taiwan Surface Mounting Technology Corp. (TWSE: 6278), and Director of Chem Tec Corporation Co., Ltd.

  8. Independent Director, Wei-Cheng Wang concurrently serves as Independent Director and member of the Remuneration Committee of Taiwan mask corporation (TWSE: 2338); Director and member of the Remuneration Committee of Feature Integration Technology Inc. (TPEx: 4951) and Director of Etron Technology, Inc. (TPEx: 5351).

  9. Independent Director, En-Te Hsu concurrently serves as Independent Director and member of the Remuneration Committee of Mobiletron Electronics Co., Ltd. (TWSE: 1533) and Director and member of the Remuneration Committee of Unicon Optical Co., Ltd. (Emerging: 4150).

  10. Independent Director, Chun-Hsin Tsou concurrently serves as Independent Director of Chaheng Precision Co., Ltd. (Emerging: 4546) .

10

Major shareholders of corporate shareholders

Name of corporate
shareholders
Major shareholders of corporate shareholders Shareholding
percentage(%)
AUO Corporation
(Note1)
Qisda Corporation 6.90
Trust Holdingfor Employees for AUO 5.08
Quanta Computer Inc. 4.61
Yuanta Taiwan Dividend Plus ETF 2.99
ADR of AUO 2.44
New Labor Pension Fund 1.97
Nan Shan Life Insurance Company,Ltd. 1.62
HSBC Bank in Custody for Morgan Stanley & Co.
International Plc Account

1.35
JPMorgan Chase Bank N.A.,Taipei Branch in
custody for Vanguard Total International Stock
Index Fund,a series of Vanguard Star Funds

0.93
JPMorgan Chase Bank N.A. Taipei Branch in
custodyfor JPMorgan Asset Management

0.85

Note1: record on the shareholder roster at the book closure day, August 18, 2023.

The major shareholders of the major shareholder in the table above are corporate

Name of corporate Major shareholder of corporate Shareholding
percentage(%)
Qisda Corporation
(Note 2)
AUO Corporation 17.04
Acer Incorporated 4.55
Taishin International Bank entrusted with the
Qisda Corporation Employee Stock Ownership
Trust Account


3.38
KonlyVenture Corp. 2.55
Darfon Electronics Corp. 2.03
Citibank Taiwan Limited in custody for Norges
Bank

1.23
ESUN COMMERCIAL BANK,LTD. 1.02
Vanguard Emerging Markets Stock Index Fund,
A Series Of Vanguard International Equity Index
Funds


0.98
New Labor Pension Fund 0.97
Polunin Developing Countries Fund, LLC 0.97
Quanta Computer
Incorporated
(Note 3)
Chien Yu Investment Co.,Ltd 14.82
BarryLam 10.76
Cathay MSCI Taiwan ESG Sustainability High
Dividend Yield ETF(Custodian: TaiShin Bank)

2.38
C.C. Leung 2.14
He Sa Trust 2.07
New Labor Pension Fund 1.99
Yuanta Taiwan Dividend Plus ETF 1.81

11

Name of corporate Major shareholder of corporate Shareholding
percentage(%)
Nan Shan Life Insurance Co.,Ltd. 1.77
Yi Chia Xin Investment CompanyLtd. 1.60
CathayLife Insurance Co.,Ltd. 1.56
Nan Shan Life Insurance
Company, Ltd.
(Note 4)

RunchengInvestment HoldingCo.,Ltd.
89.55
Runhua DyeingFactoryCo.,Ltd. 1.34

Du Yingzong
1.16
RuntaixingCo.,Ltd. 0.97
Runtai Innovation International Co.,Ltd. 0.23
Runtai Global Co.,Ltd. 0.21
Yuanxin Investment Co.,Ltd. 0.16
Runtai LeasingCo.,Ltd. 0.13
Jipin Investment Co.,Ltd. 0.11
PengchengCo.,Ltd. 0.10

Note 2: information recorded in the shareholder roster at the book closure date, March 31, 2023. Note 3: information recorded in the shareholder roster at the book closure date, April 18, 2023. Note 4: information recorded in the shareholder roster at the book closure date, March 31, 2023.

12

Professional qualification of directors and independence of independent directors

Title Condition
Name
Gender
Age
range
Professional knowledge
and skills
Professional knowledge
and skills
Major experience Major experience Concurrent
Managerial
officers
Term of Office Term of Office Term of Office Number of Other
Taiwanese Public
Companies
Concurrently Serving as
an Independent
Director
Law
Accounting
Finance

Industry
Marketing
Technology
Professional
Skill
Industry
Experience
3
years
under

3-9
years
years
9 years
or
more
Chairman Shuan-Lang
Peng
Male 61-70
years
old
0
Director Yu-Chieh
Lin
Femal
e
41-50
years
old
0
Director Chin-Yung
Fan
Male 51-60
years
old
0
Director Hsiu-Mu
Tang
Male 51-60
years
old
0
Independent
Director
Wei-Min
Sheng
Male 61-70
years
old
3
Independent
Director
Hsien-He
Sheng
Male 71
years
old or
more
0
Independent
Director
Wei-Cheng
Wang
Male 61-70
years
old
3
Independent
Director
En-Te Hsu Male 61-70
years
old
2
Independent
Director
Chun-Hsin
Tsou
Femal
e
41-50
years
old
1

Note: Mark“✓” if the condition is met

  • ⚫ The board members are all nationals of the R.O.C., without circumstance specified in Article 30 of the Company Act, nor related to each other as spouse or relatives within 2nd degree kinship.

  • ⚫ The average age of directors is about 60 years old. The proportion of directors who are employees is 33%, that of independent directors is 56%, and that of female directors is 22%. For the future nomination of board members, the Board of Directors of Ennostar will introduce female directors.

  • ⚫ All the independent directors of the second term do not serve more than three terms in row.

13

Information about diversity of the Board of Directors

The Board of Directors prudently evaluates and makes decisions on the business strategies and guidelines of the Group, enhances the Company’s performance, and protects the rights and interests of shareholders. In order to implement the policy program for the promotion of gender equality, 2nd Board of Directors has introduced female members and members with expertise in laws. The Company strictly abides by relevant laws and regulations to judge and evaluate the independence of independent directors. Each year, directors are arranged to attend continuing education courses for 6 hours, and the Company keeps evaluating the contribution of individual directors to ensure that the Board of Directors can maintain new visions and continue to optimize corporate governance.

Ability and experience of the Board of Directors

All members of the Board of Directors have the knowledge, skills, industry knowledge, rich experience and professionalism in financial, commercial and management fields necessary to perform their duties. All independent directors can exercise their powers objectively and meet the independence qualifications stipulated by laws and regulations.

Through the self-assessment, the directors made the following analysis:

Title Condition
Name
Make judgments
about operations
ability
Accounting and
financial
analysis ability
Business
management
ability
Risk Management
/Crisis
management
ability
Knowledge of
the industry
An international
market
perspective.
Leadership
ability
Decision-
making ability
Chairman Shuan-LangPeng
Director Yu-Chieh Lin
Director Chin-YungFan
Director Hsiu-Mu Tang
Independent
Director
Wei-Min Sheng
Independent
Director
Hsien-He Sheng
Independent
Director
Wei-Cheng Wang
Independent
Director
En-Te Hsu
Independent
Director
Chun-Hsin Tsou

Note: Mark“✓” if the condition is met

14

I. Directors serving as managerial officers

Shuan-Lang Peng, Chin-Yung Fan, and Hsiu-Mu Tang are all the key managerial officers of the Company, in charge of leading Ennostar’s industrial cooperation strategies from upstream to downstream.

(I) Chairman, Shuan-Lang Peng

Concurrently President of the Company, is also the current Chairman and Chief Strategy Officer of AUO group, and a director of Qisda Corporation. He has engaged in the technology industry for more than three decades and generated rich experience in the display industry. Meanwhile, he promotes cross-region integration and resource sharing in the industry chain proactively. For the time being, he is also a member of the Board of Science and Technology, Executive Yuan, responsible for planning and promoting the national digital technology application and innovation development policy.

(II) Director, Chin-Yung Fan

Worked in the subsidiary, EPISTAR for more than two decades, and has experience in various functions inside EPISTAR, from AlGaINP and Nitride LED manufacturing management, Quality control management, Logistics management, to Sales & Marketing. Currently, he is the chairman and president of EPISTAR, in charge of managing EPISTAR and leading the development of LED, long wave-length laser epitaxy and crystal grain business.

(III) Director, Hsiu-Mu Tang

He is the current Chairman and President of Lextar Electronics Corp. He joined the Company at the beginning of the establishment of Lextar and was responsible for important tasks, such as the promotion of an intelligent supply chain, integration of upstream and downstream resources, development of forward-looking technologies, backlight product business, and construction of factories in China. Already accumulated rich leadership experience in the fields of process R&D, production and supply chain management, sales and operations.

  • II. Independent directors with industrial background and fully qualified for independence

The members of 2nd board of independent directors of Ennostar are recommended by the Board of Directors of Ennostar, which have included two females, one of whom has a legal expertise. Therefore, it should be considered meeting the specific management objectives of the diversity policy. The Company reviews if the independent directors continuously conform to the independence requirements set forth by laws and regulations. As of now, all the independent directors of the Company conform to the independence requirements set forth in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies Including but not limited to the independent directors, their spouse, relatives within the second degree of kinship serving as director, supervisor, or employee of the company or any of its affiliates; not holding the Company’s share, nor their spouse, the person’s spouse, relatives within the second degree of kinship, or held by the person under others’ names; not servicing as director, supervisor, or employee of the company having special relationship with the Company (please refer to subparagraph 5-8, paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and subparagraph 5-8, paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange; not providing commercial, legal, financial, accounting or related services to the company or any affiliate

15

of the company for which the provider in the past 2 years or receiving corresponding compensation

  • (I) Wei-Min Sheng Independent Director

PhD. in Accounting, Purdue University; currently serves as Professor of Department of Public Finance in National Taichung University of Science and Technology for more than 15 years. He has experience in semiconductor, electronic components and electronic industries. He was an independent director of EPISTAR Corporation. He used to serve as an independent director and the Remuneration Committee member of Siliconware Precision Industries Co., Ltd., and participated in the share conversion for investment holding between ASE Semiconductor Engineering Inc. and Siliconware Precision Industries Co., Ltd.

  • (II) Hsien-He Sheng Independent Director

  • Having the electronic engineering background; served as independent director of Lextar Electronics Corp., as well as VP and Plant Chief of UMC, and VP of AUO Corporation.

  • (III) Wei-Cheng Wang Independent Director

Served as the CPA stationed in Hsinchu Science Park of PwC, Taiwan; experienced in finance and accounting, while growing along with the high technology industries in Taiwan, with deep knowledge of the needs of the Company and the industry.

  • (IV) En-Te Hsu Independent Director

Doctor of Accounting from National Taiwan University, currently a professor at the Department of Accounting, Tunghai University, with the seniority for 20 years as a teacher and research expertise in game theory and social enterprise.

  • (V) Chun-Hsin Tsou Independent Director

Doctor of Law from China University of Political Science and Law, and Master of Law from Soochow University, currently the President of AIPT International Law Office, practicing law for more than 15 years, also a patent attorney serving as the legal advisor of multiple technology companies.

  • III. Representative of corporate shareholder who has an industrial background

Vice President of AUO, Yu-Chieh Lin, has been involved in the technology industry. The expertise and knowledge accumulated during this period have established her authoritative position in the display industry. Through the cooperation between the two companies, the next-generation display technology is jointly developed. Ennostar is responsible for the production of epitaxy and crystal grains in the upstream of the Micro LED industry chain, and AUO offers the experience and technologies developed during their long-time engagement of display industry. It is expected to have a deeper understanding to crystal grains and panel design, and further accelerate the pace of realizing the integration of crystal grains and panel in the future, achieving the goal of Micro LED mass production.

16

The succession planning and operation of key management personnel

In order to achieve the synergies of the Group’s organizational integration, the succession plan at the management level is used to train the candidates for the three subsidiaries within the Group, namely Epistar, Lextar and Unikorn. This is done in order to exert the Company’s most assets, the employees, and improve the leadership from junior management to senior management, and to complete a diversified and flexible talent pool.

Establish the Talent Development Committee at the end of 2023 to establish a formal communication platform to discuss organizational and talent development. The committee members discuss the organization’s five-year strategic plan at quarterly talent development meetings, aligning organizational development and talent strategy with the Company’s operating strategy and future needs, from inventory taking of the organizational dynamics , talents, and bench depth, to key organizational positions and sound planning of the talent development mechanism to train the management’s sense of responsibility toward the future organizational and talent planning and to help develop the trust and commitment of managers and employees for organizational development, promote continuous activation of the human resources structure, and create robust organizational competition strength.

During the inventory taking, the Company focuses on establishing an elite talent pool, and then uses an evaluation tool to identify talent based on executives with organizational and personnel management responsibilities. The evaluation tool is used to arouse self-awareness in order to generate learning and an individual development plan with diversified development channels and adaptive development. Among them, the Top-talent Development program is set for backup candidates . It is expected that the coach (immediate supervisor) and the talent development committee will jointly research the direction of talent development, formulate the management and development goals for the high-level strategic talents in target positions, and determine the personalized learning and development journey.

Providing actual work or projects and arranging task rotation according to the learning goals not only enables the Company’s talents to exert their personal strengths, but also makes high-potential talents seek comprehensive resources before taking over the positions and, therefore, helps address the pressure from external and organizational transformation and improve talent readiness. A highly effective internal talent cultivation and promotion policy may effectively build the cohesion of employees, help retain outstanding talents, and improve the organizational performance.

17

3.2.2 The general manager, assistant general managers, deputy assistant general managers, and the chiefs of all the company's divisions and branch

units Shareholding base date: February 29, 2024; unit: shares

Title Nationality Name Gender Date of
Inauguration
Shareholding Shareholding Shareholding of
spouse and
minor children
Shareholding of
spouse and
minor children
Shareholding
in others’
name
Shareholding
in others’
name
Experience & Education Positions
concurrently
serving in
other
companies
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Shares Shareholding
%
Shares Shareholding
%
Shares Shareholding
%
Title Name Relation
ship
President R.O.C. Shuang-
Lang Peng
Male 2023.05.31 250,000
0.03%

0

0.00%

0

0.00%

Chairman and CEO, AUO Corporation
Director, Qisda Corporation
MBA,Heriot-Watt University
Note 1、4 No No No
Executive
deputy
general
manager
R.O.C. Feng-
Cheng Su
Male 2023.09.01 1,021,441 0.14%
419,984
0.06%
0
0.00%
Chairman, Lextar Electronics Corp.
Senior VP, AUO Corporation
Ph.D. , Materials Science and Engineering ,
State University of New York, StonyBrook
Note 1、2 No No No
Vice
President
R.O.C. Po-Yi Chang Male 2021.01.06 10,450 0.00%
0
0.00%
0
0.00%
Vice President, Lextar Electronics Corp.
Assistant VP, Accounting Center, AUO
Corporation
Master,CEIBS
No No No No
Vice
President
R.O.C. Lin-Tien
Yang
Male 2021.11.10 398 0.00%
127
0.00%
0
0.00%
Vice President, EPISTAR Corporation
Assistant VP, SOUTH EPITAXY CORP.
Master, Institute of Business and Management,
NCTU
Note 1 No No No
Vice
President
R.O.C. Wei, Shi Male 2021.01.06 0 0.00%
0
0.00%
0
0.00% Vice President, EPISTAR Corporation
Master in EE,University ofSouthCalifornia
Note 1 No No No
Vice
President
R.O.C. Cun-Jhong
Li
Male 2021.01.06 114,000 0.02%
5,000
0.00%
0
0.00%
Vice President, Lextar Electronics Corp.
CSO and COO, NICHE-TECH GROUP LIMITED
MBA,UC Berkeley
Note 1、2 No No No
Subsidiary
President
R.O.C. Chin-Yung
Fan
Male 2021.01.06 133,506 0.02%
31,576
0.00%
0
0.00%
President of Epistar Corporation
M.A., Institute of Physics, National Central
University
Note 1 No No No
Subsidiary
President
R.O.C. Hsiu-Mu
Tang
Male 2021.01.06 249,230 0.03%
0
0.00%
0
0.00%
President, Lextar Electronics Corp.
Vice President, Technology Integration
Center, EPISTAR Corporation
PhD, Chemical Engineering, National
TsingHua University
Note 1 No No No
Subsidiary
President
R.O.C. Jin-Xiang
Wen
Male 2022.05.05 0 0.00%
0
0.00%
0
0.00%
President ,HannsTouch
Vice President, Nuvoton Technology
Corporation
M.A.,Engineering Management
Universityof TechnologySydney
Note 1 No No No

18

Title Nationality Name Gender Date of
Inauguration
Shareholding Shareholding Shareholding of
spouse and
minor children
Shareholding of
spouse and
minor children
Shareholding
in others’
name
Shareholding
in others’
name
Experience & Education Positions
concurrently
serving in
other
companies
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Shares Shareholding
%
Shares Shareholding
%
Shares Shareholding
%
Title Name Relation
ship
Subsidiary
Vice
President
R.O.C. Chen,Ou Male 2021.01.06 1,542
0.00%

49

0.00%

0

0.00%
Vice President, EPISTAR Corporation
PhD NCTU
Note 3 No No No
Subsidiary
Vice
President
R.O.C. Ming-Da
Jin
Male 2021.01.06 100,000 0.01%
0
0.00%
0
0.00% Vice President, EPISTAR Corporation
Master, Institute of Electrophysics
Note 1 No No No
Subsidiary
Vice
President
R.O.C. Ming-Xun
Hsieh
Male 2021.01.06 0 0.00%
0
0.00%
0
0.00%
Vice President, EPISTAR Corporation
PhD. Power Mechanical Engineering, National
TsingHua University.
No No No No
Subsidiary
Vice
President
R.O.C. Chih-Jie Lai Male 2021.01.06 0 0.00%
0
0.00%
0
0.00%
Vice President, EPISTAR Corporation
Assistant VP, Neo Solar Power Co., Ltd.
Bachelor, Department of Applied
Mathematics,NCTU
No No No No
Subsidiary
Vice
President
R.O.C. Li-Cheng
Hung
Female 2021.01.06 0 0.00%
0
0.00%
0
0.00%
Vice President, EPISTAR Corporation
B.A., Department of Electrical and Electronics
Engineering,KunShanCollege
No No No No
Subsidiary
Vice
President
R.O.C. Chung-
Ming Weng
Male 2021.11.10 50,000 0.01%
0
0.00%
0
0.00%
Vice President, EPISTAR Corporation
Assistant President, DARWIN
PRECISIONS CORPORATION
Master,Institute of Photonics,NCTU
No No No No
Subsidiary
Vice
President
R.O.C. Chia-Lin
Chen
Male 2021.11.10 15,000 0.00%
0
0.00%
0
0.00%
Vice President, EPISTAR Corporation
Master, Institute of Management Science,
NCTU
Master,Institute ofChemical Engineering
No No No No
Subsidiary
Vice
President
R.O.C. Meng-Yi Lin Male 2021.01.06 266,196 0.04%
0
0.00%
0
0.00%
Vice President, Lextar Electronics Corp.
Vice President, EPISTAR Corporation
PhD. Physics, Purdue University
No No No No
Subsidiary
Vice
President
R.O.C. Chao-Nien
Huang
Male 2021.01.06 143,001 0.02%
6,500
0.00%
0
0.00%
Vice President, Lextar Electronics Corp.
Vice President, EPISTAR Corporation
Master, Institute of Mining and Material
Engineering,NCKU
Note 1 No No No
Subsidiary
Vice
President
R.O.C. Wan-Ji Hsu Male 2021.01.06 323 0.00%
0
0.00%
0
0.00%
Vice President, Lextar Electronics Corp.
Assistant VP, AUO Corporation
M.A., Institute of Physics, National Central
University
Note 1 No No No

19

Title Nationality Name Gender Date of
Inauguration
Shareholding Shareholding Shareholding of
spouse and
minor children
Shareholding of
spouse and
minor children
Shareholding
in others’
name
Shareholding
in others’
name
Experience & Education Positions
concurrently
serving in
other
companies
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Managerial officer
who is the spouse of
relative within 2nd
degree kinship
Shares Shareholding
%
Shares Shareholding
%
Shares Shareholding
%
Title Name Relation
ship
Subsidiary
Vice
President
R.O.C. Shan-Hua
Wu
Male 2023.02.24 0
0.00%

0

0.00%

0

0.00%

Senior Director, Unikorn Semiconductor
Corporation
Factory director ,United Renewable Energy
Co., Ltd.
Bachelor, Department of Electrical
Engineering ,National Central University
No No No No
Subsidiary
Vice
President
R.O.C. Chi-Chung
Chao
Male 2024.01.19 0 0.00%
0
0.00%
0
0.00%
Senior Director, Lextar Electronics Corp.
M.A., Mechanical Engineering, National
TaiwanUniversity
Note 1 No No No
Subsidiary
Vice
President
R.O.C. Hsiao-Heng
Ho

Male
2024.01.19 0 0.00%
0
0.00%
0
0.00%
Senior Director, Lextar Electronics Corp.
M.A., Institute of Geological Sciences,
National TaiwanUniversity
No No No No
Subsidiary
Vice
President
R.O.C. Wen-Chieh
Kuo

Male
2024.01.19 2,000 0.00%
0
0.00%
0
0.00%
Senior Director, EPISTAR Corporation
M.A., Science in Industrial and Information
Management, National Cheng Kung University
Note 1 No No No

Note 1: Please refer to the information of directors and supervisors of the affiliates under the section of Special items to be included in the annual report for the positions in the affiliates that the managerial officers concurrently serve.

Note 2: Tyntek Corporation. (TWSE: 2426) Director legal representative and Gcs Holdings, Inc. (TPEx: 4991) Director legal representative. Note 3: Play Nitride Inc. (TWSE: 6854) Director legal representative Note 4: Where the chairperson of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.

With the comprehensive considerations of the board members’ independent, and the competency and necessity of managerial officers, and to enhance the operation and management efficiency and execution of decision-making, pursuant to Article 4 of the “Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers,” the seats of independent directors were added to five in 2021, and became the majority of the all board members. it is believed that the governance framework of the board is sufficient to oversee the Company’s key decision-making and protect the shareholders’ value.

Note 5:Mr. Chi-Chung Chao.Mr. Hsiao-Heng Ho and Mr. Wen-Chieh Kuo are new managers starting from January 19, 2024.

20

3.2.3

1.

21

  • 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: Mr. Biing-Jye Lee retired as the Company’s Chairman and President on May 31, 2023, and Mr. Shuang-Lang Peng took over. Mr. Feng Cheng Su retired from Lextar Electronics Corporation, and Mr. Hsiu-Mu Tang took over as the Chairman of Lextar Electronics Corporation.

  • Note 4: Resigned from duties after the re-electrion held on May 31, 2023.

  • A: Remuneration to directors in 2023 (including director’s salary, duty allowance, severance pay, bonus and reward, et al.)

  • B: the provision

  • C: Amount of distributed remuneration to directors approved by the board in 2023.

  • D: 2023 expense for directors to conduct business (transportation subsidy, allowance, various subsidies, or provision in kind, e.g. dorm and car).

  • E: Salaries, allowance, severance pay, bonus, incentives, transportation subsidy, special disbursement, subsidies, or provision in kind, e.g. dorm and car, as well as the compensations expenses recognized based on IFRS 2, “Share-Based Payment received by the directors for their concurrent service as the employee (including concurrently serving as president, vice president, other managerial officers or employee in 2023.

  • F: Retirement benefits and payment of severance pay comply with the regulations, and the Company’s “Procedures for Resignation and Retirement of the Appointed Managerial Officers and Directors Serving as Labor.”

  • G: For the amount of 2023 distributed employee remuneration resolved by the board, the proposed amount was calculated by referring the historic distribution principles or actual distribution percentage.

Net income after tax: refers to the net income after tax in 2023 parent-only financial statements, NT$6,782,678 thousand

22

Range of Remuneration

Unit: NT$

Range of Remuneration
Unit: NT$
Range of Remuneration
Unit: NT$
Range of Remuneration
Unit: NT$
Range of Remuneration
Unit: NT$
Range of Remuneration Paid to
Each Director
Name of Directors
Total of first four remunerations(A to D) Total of first seven remunerations(A to G)
The Company All consolidated entities The Company Parent and all reinvestees
NT$0~ NT$ 999,999 Hsiu-Mu Tang, Representative of AUO
Corporation: Yu-Chieh Lin, En-Te Hsu,
Chun-Hsin Tsou, Feng-Cheng Su, Ji-
Yen Liang, Sheng-Tai Weng

Hsiu-Mu Tang, Representative of AUO
Corporation: Yu-Chieh Lin, En-Te Hsu,
Chun-Hsin Tsou, Feng-Cheng Su,
Ji-Yen Liang, Sheng-Tai Weng

Hsiu-Mu Tang, Representative of
AUO Corporation: Yu-Chieh Lin,
En-Te Hsu, Chun-Hsin Tsou,
Feng-Cheng Su, Ji-Yen Liang,
Sheng-Tai Weng
Representative of AUO Corporation:
Yu-Chieh Lin, En-Te Hsu,
Chun-Hsin Tsou, Ji-Yen Liang,
Sheng-Tai Weng
NT$1,000,000 ~ NT$1,999,999 Shuan-Lang Peng, Chin-Yung Fan,
AUO Corporation, Wei-Min Sheng,
Hsien-He Sheng, Wei-Cheng Wang,
Biing-Jye Lee
Shuan-Lang Peng, Chin-Yung Fan,
AUO Corporation, Wei-Min Sheng,
Hsien-He Sheng, Wei-Cheng Wang,
Biing-Jye Lee
Chin-Yung Fan, AUO Corporation,
Wei-Min Sheng, Hsien-He Sheng,
Wei-Cheng Wang,
AUO Corporation, Wei-Min Sheng,
Hsien-He Sheng, Wei-Cheng Wang,
NT$2,000,000 ~ NT$3,499,999 No No No No
NT$3,500,000 ~ NT$4,999,999 No No No No
NT$5,000,000 ~ NT$9,999,999 No No Shuan-LangPeng Shuan-LangPeng,Hsiu-Mu Tang
NT$10,000,000 ~ NT$14,999,999 No No Biing-Jye Lee Chin-YungFan,Biing-Jye Lee
NT$15,000,000 ~ NT$29,999,999 No No No Feng-ChengSu
NT$30,000,000~ NT$49,999,999 No No No No
NT$50,000,000 ~ NT$99,999,999 No No No No
Over NT$100,000,000 No No No No
Total 14 14 14 14

23

2.

Cun-Jhong Li Chao-Nien Huang Shan-Hua Wu

==> picture [599 x 40] intentionally omitted <==

24

A: 2023 salaries, allowance, and severance pay of the president and vice president.

B: the provision

  • C: Bonus, incentives, transportation subsidy, special disbursement, subsidies, or provision in kind, e.g. dorm and car, as well as the compensations expenses recognized based on IFRS 2, “ShareBased Payment received by the president and vice presidents in 2023.

  • D: For the amount of 2023 distributed employee remuneration resolved by the board, the proposed amount was calculated by referring the historic distribution principles or actual distribution percentage of EPISTAR and Lextar.

Net income after tax: refers to the net income after tax in 2023 parent-only financial statements, NT$6,782,678 thousand

Range of Remuneration

Unit: NT$

Remuneration Range Paid to President
and Vice Presidents
Name of President and Vice Presidents Name of President and Vice Presidents
The Company Parent and all reinvestees
NT$0~ NT$999,999 No No
NT$1,000,000 ~ NT$1,999,999 No No
NT$2,000,000 ~ NT$3,499,999 Cun-JhongLi,Feng-ChengSu No
NT$3,500,000 ~ NT$4,999,999 No Li-Cheng Hung , Chung-Ming Weng ,Chia-Lin Chen ,
Shan-Hua Wu
NT$5,000,000 ~ NT$9,999,999 Shuang-Lang Peng , Po-Yi Chang , Lin-Tien Yang ,
Wei Shi
Shuang-Lang Peng , Po-Yi Chang , Lin-Tien Yang ,
Wei Shi, Cun-Jhong Li, Chen Ou , Ming-Da Jin, Ming-Xun Hsieh ,
Chih-Jie Lai , Hsiu-Mu Tang , Chao-Nien Huang, Meng-Yi Lin,
Wan-Ji Hsu
NT$10,000,000 ~ NT$14,999,999 Biing-Jye Lee Biing-Jye Lee,Chin-YungFan,Jin-XiangWen
NT$15,000,000 ~ NT$29,999,999 No Feng-ChengSu
NT$30,000,000~ NT$49,999,999 No No
NT$50,000,000 ~ NT$99,999,999 No No
Over NT$100,000,000 No No
Total 7 21

Note 1: Mr. Biing-Jye Lee retired on May 31, 2023 as the Company’s Chairman and President. Mr. Shuang-Lang Peng succeeded to the positions. Note 2: Mr. Feng-Cheng Su retired from Lextar on May 31, 2023. He was appointed as the new manager of the Company on September 1 of the same year.

  • Note 3: Mr. Shan-Hua Wu was officially included in the Company’s permissible managerial officers on February 24, 2023, whose remuneration calculation period began to be calculated from the month of inclusion.

25

3. Name of Managerial Officers Received Employee Remunerations and the Distribution

December 31,2023 Unit: NT$thousand
Cash amount
Total
Total to the net
income after tax
(%)
0
0
0
December 31,2023 Unit: NT$thousand
Cash amount
Total
Total to the net
income after tax
(%)
0
0
0
December 31,2023 Unit: NT$thousand
Cash amount
Total
Total to the net
income after tax
(%)
0
0
0
Title and Name Share amount Cash amount Total Total to the net
income after tax
(%)
Title Name Title Name
President Shuang-Lang
Peng
Vice President of
the subsidiary
Chih-Jie Lai 0 0 0 0
Vice President Po-Yi Chang Vice President of
the subsidiary
Li-Cheng Hung
Vice President Lin-Tien Yang Vice President of
the subsidiary
Chung-Ming Weng
Vice President Wei, Shi Vice President of
the subsidiary
Chia-Lin Chen
Executive deputy
general manager
Feng-Cheng Su President of the
subsidiary
Hsiu-Mu Tang
Vice President Cun Jhong Li Vice President of
the subsidiary
Chao-Nien Huang
President of the
subsidiary
Chin-Yung Fan Vice President of
the subsidiary
Meng-Yi Lin
President of the
subsidiary
Che, Ou Vice President of
the subsidiary
Wan-Ji Hsu
Vice President of
the subsidiary
Ming-Da Jin President of the
subsidiary
Jin-Xiang Wen
Vice President of
the subsidiary
Ming-Xun
Hsieh
Vice President of
the subsidiary
Shan-Hua Wu

Note 1: For the amount of 2023 distributed employee remuneration resolved by the board, the proposed amount was calculated by referring the historic distribution principles or actual distribution percentage.

Note 2: Net income after tax: refers to the net income after tax in 2023 parent-only financial statements, NT$6,782,678 thousand.

26

  • 3.2.4 Total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.

  • (1) Remunerations of directors (independent director include) and supervisors. The remuneration of directors is recommended by the Remuneration Committee, and submitted to the board of directors for resolution:

    • a Variable remuneration (i.e. director's remuneration distributed from earnings) is determined by the board of directors based on the percentage set forth in the Articles of Incorporation, by the resolution adopted by the majority of the attending directors in a meeting attended by two-thirds of the board of directors for distribution, and reported to the shareholders’ meeting; the independent directors are eligible for distribution.

The Company prescribed the relevant measures for the performance evaluation of the board and each functional committee. Every year, the self-evaluation is conducted regularly for the board of directors, individual directors, or members of various functional committees. The results of their performance evaluation are included in the consideration of individual remuneration.

  • b Fixed remuneration

By considering that independent directors are required to possess work or industrial experience in professional fields, expertise in corporate governance and ESG, and considerable understanding of the Company for them to offer deep insights for the Company's business strategy, and being obviously helpful when judging and performing duties; Also, by considering the laws and regulations impose independent directors for certain responsibilities and obligations, and based on the degree of participation of directors/independent directors in the Company's operations and the value of their contributions, while referring to industry standards and benchmark companies in other industries, each director/independent director is paid with a fixed annual salary. If a director also serves as the chair of a functional committee, the weight will be multiplied by a certain percentage.

  • c Attendance subsidy

The attendance of directors and members of functional committees will be subsidized for attendance allowance/transportation subsidies.

  • (2) Remuneration of president and vice presidents

The remuneration of the president and vice presidents includes salary, bonus, employee remuneration and rewards as share-based payment.

27

  • a 、 Fixed salary

It has to maintain competitiveness with the market standards. The salary adjustment multitude is based on the consideration of personal performance, operational performance of department, business strategy capability and the Company’s operating conditions, for planning budgets while complying with the Company’s HR regulations. The Remuneration Committee provide advice based on the salary level among peers, for the resolution of the board.

  • b 、 Employee remuneration

    • Employee remuneration is determined pursuant to the Articles of Incorporation, i.e. within 0.1% to 15% of the profit for the year, and it shall be resolved by the majority of the attending directors in a meeting attended by two-thirds of the board of directors for distribution, and reported to the shareholders’ meeting. Of which, the remunerations of the president and vice presidents will refer to the Company's operating performance, combining the core ability to develop ESG, and internalize ESG into the Group's DNA, while properly linking the ESG management guidelines and implementation effectiveness, as a reference for promotion goals of ESG and the Sustainability Committee.
  • (3) Long-term incentive plan

The Long-term Incentive Plan (LTI) is a high-level reward plan that links the Company’s operations, ESG performance indicators and individual performance, while strengthening the reasonable relationship with shareholder returns. Starting from 2024, LTI will be implemented in the form of a three-year contract combined with a shareholding trust to agree on the operational performance indicators of the Company and peers of each year, as well as ESG performance indicators covering the environment, society, and corporate governance and individual performance indicators, and contribute an agreed fund to subscribe for the Company’s shares and put them under trust. On the expiration date, the incentive shares will be settled based on the achievement of each indicator when the relevant conditions are fulfilled.

Title Remuneration of Directors, Supervisors, Presidents and Vice
Presidents to Net Income After Tax in Parent-Only Financial
Statements(%)
Remuneration of Directors, Supervisors, Presidents and Vice
Presidents to Net Income After Tax in Parent-Only Financial
Statements(%)
Remuneration of Directors, Supervisors, Presidents and Vice
Presidents to Net Income After Tax in Parent-Only Financial
Statements(%)
Remuneration of Directors, Supervisors, Presidents and Vice
Presidents to Net Income After Tax in Parent-Only Financial
Statements(%)
2022 2023
The
Company
All consolidated
entities
The
Company
All consolidated
entities
Director 31.09 31.09 -0.45 -1.12
Presidents and
Vice Presidents
96.42 426.56 -0.69 -2.67

Note 1: Refers to the net income after tax in 2023 parent-only financial statements, NT$6,782,678 thousand.

Note 2: The remuneration ratio in 2023 is significantly lower than that in 2022 mainly due to the lower-than-expected profit in 2023, the overall economic impact, the decrease in revenue, the increase in idle capacity and the provision of asset impairment.

28

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors Meeting Status

Total of five (A) meetings were held by the board of directors in 2023 (meeting dates: 2/23 、 5/4 、 5/31 、 8/3 、 11/3). The attendance of the directors as the following:

Title Name Attendance
in Person
(B)
Attendance
By Proxy
Actual
attendance
rate
(B/A)
Remark
Chairman Shuang-Lang Peng 3
0

100.0%

Newly appointed,
should
attend three times.
Director AUO Corporation
Representative: Yu-Chieh Lin
3
0

100.0%

Newly appointed,
should attend three
times.
Director Chin-Yung Fan 5
0

100.0%
Reelected
Director Hsiu-Mu Tang 3
0

100.0%

Newly appointed,
should attend three
times.
Independent
Director
Wei-Min Sheng 5
0

100.0%

Reelected
Independent
Director
Hsien-He Sheng 5
0

100.0%

Reelected
Independent
Director
Wei-Cheng Wang 5
0

100.0%

Reelected
Independent
Director
En-Te Hsu 3
0

100.0%

Newly appointed,
should attend three
times.
Independent
Director
Chun-Hsin Tsou 3
0

100.0%

Newly appointed,
should attend three
times.
Chairman Biing-Jye Lee 2
0

100.0%
Term expired, should
attend two times
Vice
Chairman
AUO Corporation
Representative: Shuan-Lang Peng

2

0

100.0%

Term expired, should
attend two times
Director Feng-Cheng Su 2
0

100.0%

Term expired, should
attend two times
Independent
Director
Sheng-Tai Weng 2
0

100.0%

Term expired, should
attend two times
Independent
Director
Ji-Yen Liang 2
0

100.0%

Term expired, should
attend two times

Other matters to be specified

  • 1 Where the Board of Directors’ operation meets any of the following circumstances, please clearly state the directors’ meeting date, term, contents of motions and resolution thereof, opinions of all independent directors and the Company’s handling of said opinions:

  • (1) Securities and Exchange Act §14-3 resolutions: Please refer to Page34.

  • (2) Other than the aforesaid matters, other written or otherwise recorded resolutions on which an independent director had a dissenting opinion or qualified opinion: none.

  • 2 Recusals of Directors due to conflicts of interests

The directors have a clear understanding of the proposals with conflicts of interest. In

29

addition to explaining the important content of their conflicts of interest, they also recused themselves from discussions and voting, nor exercised the voting rights on behalf of other directors.

directors.
Term/Meeting
Date
Proposal Recused director Status
1-20
2023.05.04
Equipment-related
transactions
between Epistar
and Unikorn.
Chairman Bing-Jie
Li and Director
Chin-Yung Fan
Chairman Bing-Jie Li and
Director Chin-Yung Fan, who
served as the corporate
director’s representatives of
Epistar and Unikorn,
respectively, recused
themselves from the discussion
and voting temporarily. The
motion was approved by the
attendingdirectors as it was.
Ennostar Group
intended to
participate in
Unikorn’s cash
capital increase for
2023, subject to the
upper limit for
NT$400 million.

Chairman Bing-Jie
Li and Director
Chin-Yung Fan
Chairman Bing-Jie Li and
Director Chin-Yung Fan, who
served as the corporate
director’s representatives of
Epistar and Unikorn,
respectively, recused
themselves from the discussion
and voting temporarily. The
motion was approved by the
attendingdirectors as it was.
2-1
2023.05.31
Appointment of the
President of the
Company.

Chairman
Shuang-Lang
Peng
Chairman Shuang-Lang Peng
recused himself from the
discussion and voting for the
time being. The motion was
approved by the attending
directors as it was.
2-2
2023.08.03
The Company
intends to acquire
from the related
party, Yenrich
Technology
Corporation, the
whole equity held it
in Leadstar Micro-
Crystal Display
Corporation
(Jiangsu) Ltd. in
Mainland China.

Director Hsiu-Mu
Tang
Director Hsiu-Mu Tang, who
served as the corporate
director’s representatives of
Lextar and Yenrich, respectively,
recused himself from the
discussion and voting
temporarily. The motion was
approved by the attending
directors as it was.
Salary proposal for
the new President.
Chairman
Shuang-Lang
Peng
Chairman Shuang-Lang Peng
recused himself from the
discussion and voting for the
time being. The motion was
approved by the attending
directors as it was.

30

3 Evaluation period of the board of director

type evaluation
periods
evaluation
cycles
evaluation
scope
method of
evaluation
evaluation content
internal January 1,
2023~
December
31, 2023
Once a
year
Board of
Directors
Mutual
Evaluation
by
Directors
A. Participation in the
Company’s
operations
B. Improvement of the
Board’s decision-
making quality
C. Composition and
structure of the
Board of Directors
D. Election and
continuing education
of directors
E. Internal control,
supervision by the
Board of Directors,
and risk
management
F. The Company’s
sustainable
operation
January 1,
2023~
December
31, 2023
Once a
year
Individual
Board
members
Self-
evaluation
by
directors
A. Alignment of the
Company’s goals and
missions
B. Awareness toward
Directors’ Duties and
Fulfillment
C. Participation in the
Company’s
operations
D. Internal relationship
management and
communication
E. Directors’
professionalism, self-
discipline and
continuing education
F. Internal control
January 1,
2023~
December
31, 2023
Once a
year
Audit
Committee
Self-
evaluation
by
independe
nt
directors
A. Participation in the
Company’s
operations
B. Awareness toward
functional
committees’ duties
C. Improvement of
functional
committees’
decision-making
quality
D. Composition of the
functional
committee, and
election and
continuing education
of members
E. Internal control
January 1,
2023~
December
31, 2023
Once a
year
Remunerat
ion
Committee
Self-
evaluation
by
members
A. Participation in the
Company’s
operations
B. Awareness toward
functional
committees’ duties
C. Improvement of
functional
committees’
decision-making
quality
D. Composition of the
functional
committee, and
election and
continuing education
of members

31

type evaluation
periods
evaluation
cycles
evaluation
scope
method of
evaluation
evaluation content
January 1,
2023~
December
31, 2023
Once a
year
Sustainabilit
y & ERM
Committee
Self-
evaluation
by
members
A. Participation in the
Company’s
operations
B. Awareness toward
functional
committees’ duties
C. Improvement of
functional
committees’
decision-making
quality
D. Composition of the
functional
committee, and
election and
continuing education
of members
August 3,
2023~
December
31, 2023
Once a
year
Corporate
Governance
&
Nominating
Committee
Self-
evaluation
by
members
A. Participation in the
Company’s
operations
B. Awareness toward
functional
committees’ duties
C. Improvement of
functional
committees’
decision-making
quality
D. Composition of the
functional
committee, and
election and
continuing education
of members

Self-evaluation

The Company has completed the self-evaluation of the board performance for 2023. The evaluation results were submitted to the Board for reporting on February 23, 2024, as a basis for review and improvement.

  • (1) The overall average score of the Board’s self-performance evaluation is 4.95 points (out of 5 points), and the overall average score of the self-performance evaluation of individual directors is 4.97 points (out of 5 points), showing that the overall operation of the Board was good;

  • (2) For the self-performance evaluation results of the Audit Committee , the Remuneration Committee, Sustainability & ERM Committee and Corporate Governance & Nominating Committee all members are 100% satisfied with each measurement item;

  • 4 Evaluation of the goals to strengthen the functions of the board of directors and implementation in the current year and the most recent year

  • (1) In order to enhance the depth of corporate governance, on August 11, 2021, the special shareholders’ meeting completed the by-election of five independent directors, making independent directors more than half of all directors, and the Audit committee composed of all independent directors.

  • (2) The Remuneration Committee is appointed by the Board of Directors with three independent directors.

  • (3) The “Steering Committee” is established under the Board of Directors, composing two to four directors and officers as the members. Through the responsibility management of the Committee and related approval authorities, it demonstrates that the chairman concurrently serves as the president is independent.

  • (4) To demonstrate the Company’s commitment to corporate sustainability and risk management, the Company has changed the “ESG Committee” to the “Corporate Sustainability and Risk Management Committee” and formulated the “Organization Rules of the Corporate Sustainability and Risk Management Committee,” in order to fulfill the corporate social responsibility, link the international trends, proactively

32

  • respond to stakeholders’ assessments on environmental, social, and corporate governance risks and countermeasures, and achieve the goal of sustainable operation.

  • (5) The chair of each committee regularly reports to the Board on the activities and actions of each committee, and invites the CPAs to participate in the Audit Committee. For the review or audit results of the quarterly financial report, as well as other relevant legal requirements, they are communicated and discussed with the attesting CPAs, with the recommendation furnished as reference. For every six months, the individual communication between the independent directors and CPAs, and Chief Auditor, respectively is conducted. The communication is smooth.

  • (6) On February 23, 2023, the candidates recommended for the 2nd Board included two females, one of them with legal expertise. The expected achievements for the specific management objectives of the diversity policy are as follows:

Management objectives Candidates for the 2ndof
Directors
Independent directors more than a majority of the
members
Achieved
A majority of the independent directors shall hold
office for no more than three consecutive terms
Achieved
The whole independent directors shall hold office for
no more than three consecutive terms
Achieved
It is advisable that the directors concurrently serving
as the Company’s managerial officers shall be no more
than one-third of the whole directors.
Achieved
Includingat least one director of differentgender Achieved
Each gender accounts for at least one-third of the
Board seats
Included into the future
planning
Board member(s)with legal expertise Achieved
Complete the continuing education courses for six
hours eachyear(Note)
Achieved
  • 3.3.2 Operation of the Audit Committee

Total of four (A) Audit Committee meetings were held in 2023 (meeting dates: 、 、 、 2/23 5/4 8/3 11/2). The independent directors’ attendance is as below.

Title Name Attendance
in Person
(B)
Attendance
by Proxy
Actual
attendance rate
(B/A)

Remarks
Independent
Director
Wei-Min Sheng 4
0

100.0%
Convener
Independent
Director
Hsien-He Sheng 4
0

100.0%
Independent
Director
Wei-Cheng Wang
4

0

100.0%
Independent
Director
En-Te Hsu 2
0

100.0%

Newly appointed,
should attend
two times.
Independent
Director
Chun-Hsin Tsou 2
0

100.0%

Newly appointed,
should attend
two times.
Independent
Director
Sheng-Tai Weng 2
0

100.0%

Term expired,
should attend
two times
Independent
Director
Ji-Yen Liang 2
0

100.0%

Term expired,
should attend
two times

33

Other matters to be specified

  • 1 Matters deliberated by the Audit Committee and key tasks in 2023, mainly include:

  • (1) Establish or amend the internal control system pursuant to Article 14-1 of the Securities and Exchange Act

  • (2) Assess the effectiveness of the internal control system

  • (3) To establish or amend the operational procedures for major financial and business conducts, including acquiring or disposing of assets, engaging in derivative trading, loaning of funds to others, or making endorsement/guarantee for others pursuant to Article 36-1 of the Securities and Exchange Act

  • (4) Matters involving the interests of directors

  • (5) Material asset transactions or derivative trading

  • (6) Material loaning of funds, making endorsement or guarantee

  • (7) Offering, issuing or private placing securities in equity nature

  • (8) Appointment, dismissal or compensations of attesting accountants

  • (9) Appointment and discharge of the head of finance, accounting, or internal audit

  • (10) Annual financial report signed or stamped by the chairman, managerial officers, and accounting officer, and the Q2 financial report required to be audited and certified by accountants

  • (11) Other material matters set forth by the Company or competent authorities

  • 2 Where the Audit Committee’s operation meets any of the following circumstances, please specify the meeting date, term, contents of proposal, independent directors’ dissent, qualified opinion, or key recommendation, and resolution of the Audit Committee, as well s the Company’s treatment of the Audit Committee’s opinions:

  • (1) Matters set forth Article 14-5 of the Securities and Exchange Act and its implementation:

Term/Meeting
Date
Proposal Independent
directors’
opinions and
resolution of
Audit Committee
The Company’ (the
board of directors)
treatment of Audit
Committee’s opinions
1-12
2023.02.23
2022 Evaluation on the Effectiveness of
the Internal Control System, and the
Statement of Internal Control System
All independent
directors affirmed
their approval
and approved the
proposal as it was
by all the
independent
directors.
The board of directors
approved all proposals
based on the
recommendations of
the Audit Committee.
Distribution of the Company’s 2022
remuneration to employees and
directors
The Company’s 2022 financial
statements and business report
1-13
2023.05.04
Equipment-related transactions
between Epistar and Unikorn.
All independent
directors affirmed
their approval
and approved the
proposal as it was
by all the
independent
directors.
The board of directors
approved all proposals
based on the
recommendations of
the Audit Committee.
Ennostar Group intended to participate
in Unikorn’s cash capital increase for
2023, subject to the upper limit for
NT$400 million.
2-1
2023.08.03
The Company’s Q2 2023 financial report All independent
directors affirmed
their approval
and approved the
proposal as it was
by all the
independent
directors.
The board of directors
approved all proposals
based on the
recommendations of
the Audit Committee.
Loaning of the fund, NT$500 million, to
Unikorn Semiconductor
2-2
2023.11.02
The Company’s 2024 audit plan All independent
directors affirmed
their approval
and approved the
proposal as it was
by all the
independent
directors.
The board of directors
approved all proposals
based on the
recommendations of
the Audit Committee.

34

  • (2) Except for the aforesaid matters, other matters that have not been approved by the Audit Committee but have been approved by more than two-thirds of all directors: None.

  • 3 Implementation of independent directors’ recusal for proposals involve personal interest: None.

  • 4 Communications between independent directors and internal audit officers and accountants

  • (1) Method of communication

    • A. After the audit report and tracking report are reviewed, they will be delivered to the independent directors for review by the end of the following month. The independent directors offer suggestions on the report, and the audit officer replies the supplementary explanations in writing and via email and telephone contact. The audit officer regularly reports the audit operation to the independent directors in board meetings, and communicates with the independent directors for the results of the audit report and the implementation of the tracking report.

    • B. At the quarterly board meetings, the attesting accountants report to the independent directors on the review or audit results of the financial statements of the Company and its international and domestic subsidiaries as well as the internal control audit status.

    • C. In addition to the two said points, in Audit Committee meetings, all the participants would leave the meeting, to leave the internal audit officer and the accountants, for individually communicating with the independent directors.

  • (2) Summary of the communication between independent directors and internal audit officer

The major communications in 2023 are summarized as the follows:

Date Attendees Key point of communication Result of
communication
2023.02.23
Audit
Committee
Independent
Director:Wei-
Min Sheng、
Sheng-Tai Weng、
Ji-Yen Liang、
Hsien-He Sheng、
Wei-Cheng Wang
1.
2022 Q4 Internal Audit
Implementation Report
2.
2022 Statement of Internal
Control System
3.
Individual communication
between the independent
directors and the audit officer:
(1) Amendments to the
“Regulations Governing
Establishment of Internal
Control Systems by Public
Companies,” and remarks
(2) The internal audit officer
answered the questions raised
by the independent directors at
themeeting.
No comments
2023.05.04
Audit
Committee
Independent
Director:Wei-
Min Sheng、
Sheng-Tai Weng、
Ji-Yen Liang、
Hsien-He Sheng、
Wei-ChengWang
1.
2022 Internal Audit
Implementation Report
2.
2022
Q1
Internal
Audit
Implementation Report
No comments
2023.08.03
Audit
Committee
Independent
DirectorWei-
Min Sheng
Hsien-He Sheng
Wei-Cheng
WangEn-Te
HsuChun-Hsin
Tsou
1.
2022 Internal Audit
Implementation Report
2.
2022 Q2 Internal Audit
Implementation Report
3.
Motion for delegation of Internal
Audit Office’s administrative
affairs
4.
Individual communication
between the independent
directors and the audit officer:
(1) The internal audit officer
answered the questions raised by
theindependent directors at the
No comments
Submitted to the
Audit Committee and
the Board of
Directors for approval
Director Wei-Min
Sheng recommend
communication on
group integration
matters.

35

Date Attendees Key point of communication Result of
communication
meeting. Processing status:
The progress has
been updated to the
independent
directors on a
monthly basis as
recommended.
2023.11.02
Audit
Committee
Independent
DirectorWei-
Min Sheng
Hsien-He Sheng
Wei-Cheng
WangEn-Te
HsuChun-Hsin
Tsou
1.
2023 Q3 Internal Audit
Implementation Report
2.
2024 Audit Plan
No comments
Submitted
to
the
Audit Committee and
the Board of Directors
for approval
  • (3) Summary of the communication between independent directors and the external auditor

The major communications in 2023 are summarized as the follows:

Date Attendees Key point of communication Result of
communication
2023.02.23
Audit
Committee
Independent
DirectorWei-Min
ShengSheng-Tai
WengJi-Yen
LiangHsien-He
ShengWei-Cheng
Wang
Auditor
Tien-Yi Li
1. The report on the audit result of
the Company’s consolidated a
financial statements and audit on
internal control of Q4 in 2022.
2. Explanation of key audit matters
3. Commutation with key
governance unit
4. CPAs explained the questions
raised by the Audit Committee.
5.Independence ofCPAs
The
financial
statements
were
approved by the Audit
Committee,submitted
to
the
board
of
directors of approval,
and public announced
and reported to the
competent
authorities on time.
2023.05.04
Audit
Committee
Independent
DirectorWei-Min
ShengSheng-Tai
WengJi-Yen
LiangHsien-He
ShengWei-Cheng
Wang
Auditor
Tien-Yi Li
1. The report on the audit result of
the Company’s consolidated a
financial statements and audit on
internal control of Q1 in 2023.
2. Explanation of key audit matters
3. Commutation with key
governance unit
4. CPAs explained the questions
raised by the Audit Committee.
5.Independence ofCPAs
2023.08.03
Audit
Committee
Independent
DirectorWei-Min
ShengHsien-He
ShengWei-Cheng
WangEn-Te Hsu
Chun-Hsin Tsou
AuditorTien-Yi
LiChien-Hung
Chou
1. The report on the audit result of
the Company’s consolidated a
financial statements and audit on
internal control of Q2 in 2023.
2. Explanation of key audit matters
3. Commutation with key
governance unit
4. CPAs explained the questions
raised by the Audit Committee.
5.Independence ofCPAs
2023.11.02
Audit
Committee
Independent
DirectorWei-Min
ShengHsien-He
ShengWei-Cheng
WangEn-Te Hsu
Chun-Hsin Tsou
AuditorTien-Yi Li
1. The report on the audit result of
the Company’s consolidated a
financial statements and audit on
internal control of Q3 in 2023.
2. Explanation of key audit matters
3. Commutation with key
governance unit
4. CPAs explained the questions
raised by the Audit Committee.
5. Referred to Audit Quality
Indicators (AQIs),independence
and competence of the CPAs

36

3.3.3 Implementation of corporate governance, the variances from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons

anies,and the reasons
Assessment Item Implementation Status Variances from the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
and the reasons
Yes
No Summary
(1) Does the Company follow “Corporate
Governance Best Practice Principles for
TWSE/TPEx
Listed
Companies”
to
establish and disclose its corporate
governance principles?
~~✓~~ The Company has established the “Corporate Governance Best Practice
Principles” to regulate the aspects of protecting shareholders’ interests,
enhancing the functions of the board, respecting the stakeholders’ interests,
and improving information transparency. For the Company’s Corporate
Governance Best Practice Principles, please check at MOPS and the official
website.




No material variance
(2) Shareholding Structure & Shareholders’
Rights
a. Does
Company
have
Internal
Operation Procedures for handling
shareholders’ suggestions, concerns,
disputes and litigation matters. If yes,
has
these
procedures
been
implemented accordingly?
~~✓~~
The Company has the following channels to ensure timely and fair disclosure
of information that may affect shareholders' decision-making.
1. Spokesperson and acting spokesperson.
2. Investor’s mailbox: [email protected].
3. Channels including the Company's website to handle shareholders’
suggestions or disputes.


No material variance
b. Does Company possess a list of major
shareholders and beneficial owners of
these major shareholders?
~~✓~~
The professional shareholder service agent would be responsible for handling
it, and controlling the information about shares held by insiders according to
the information about changes of insiders’equity on a monthly basis.

No material variance
c. Has the Company built and executed
a risk management system and
“firewall” between the Company and
its affiliates?
~~✓~~
The powers and responsibilities between the Company and its affiliates are
clear. In addition to the “Operating Procedures for Transactions with Related
Parties and Group Companies,” the reinvestments and related matters are
handled by complying with the “Handling Procedures for the Acquisition or
Disposal of Assets,” the internal control system, and relevant laws and
regulations, to grasp the financial and operational information all the time. In
addition, for the concurrent positions and compete conducts of directors and
managerial officers, the shareholders’ meeting and the Board are requested
to lift the non-compete restrictions for them.

No material variance
d. Has the Company established
internal regulations to prohibit the
insiders from trading securities with
the information not disclosed to the
market?
~~✓~~ The Company established the operating procedure for prevention of insider
trading. The subjects referred to therein include but are not limited to
insiders, including their related parties, persons who forfeit the identity of
insider for less
than 6 months, and persons who access the information from said persons.
Company personnel are required to exercise due diligence and act in good
faith during the performance of their duties. Confidentiality agreements
should be signed for major events. They must not divulge any material inside
No material variance

37

Assessment Item Implementation Status Variances from the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
and the reasons
Yes No Summary
information to other parties or profit from non-public information. The
Company also requires employees to undergo education and training at
various times. At the time of publication, the Company has received no
complaints relating to the aforementioned matters and there were no
incidents of insider trading in violation of Article 157 of the Securities and
Exchange Act. The Company establishes the “Corporate Governance Best-
Practice Principles” stipulating that the directors are not allowed to trade the
Company’s shares during the lock-up period of 30 days prior to the
announcement of the annual financial report, and 15 days prior to the
announcement of the quarterly financial report. Before such lock-up periods
start, the board members are reminded again to prevent them from
erroneously violating the requirement.
The Board members have been communicated and notified by mail on
January 19, April 14, July 14, and October 13, 2023, and all Board members
have complied with the Company’s internal control requirements, as they did
not trade the Company’s securities during said lock-up period.





(3)Composition and Responsibilities of the
Board of Directors
a. Has the Board of Directors formulated
and implemented a diversity policy
regarding the composition of its
members, with concrete management
targets?
~~✓~~
Please refer to page 18-20 of the annual report No material variance
b. Other than the Remuneration
Committee and the Audit Committee
that are required by law, does the
Company plan to set up other Board
committees?
~~✓~~ Based on the fact that international investors and the industry chain are
paying more attention to issues related to the environment, society and
governance, in order to enhance and implement the Company’s strong
emphasis on corporate and economically sustainable development, the ESG
Corporate Sustainability Committee has been established under the Board of
Directors in 2021 as a functional committee, which consists of two
independent directors as members. In 2024, the Company demonstrated its
decision to value the corporate sustainability and risk management, and
changed the ESG Committee into the Corporate Sustainability and Risk
Management Committee. In 2023, the Corporate Governance and
Nomination Committee was established to continue the pursuit of better
corporate governance.
No material variance

38

Assessment Item Implementation Status Variances from the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
and the reasons
Yes
No Summary
c. Has the Company established
regulations governing board
performance evaluation and the
method of evaluation? Are
performance evaluations conducted
every year with the outcomes of the
performance evaluation reported to
the Board of Directors and used as a
reference in deciding the
remuneration of individual directors
and their nomination for re-
appointment?
~~✓~~
The board performance evaluation was completed before the end of
December 2023, and reported to the board of directors in the first quarter
of 2024. At the end of 2022, an external independent institution was
engaged to conduct the external evaluation on the 1st Board of Directors.
The evaluation on the 2nd Board of Directors is scheduled to be conducted
in 2025. For relevant contents, please refer to the annual report –
Implementation of the Evaluation on the Board of Directors.
No material variance
d. Does the Company regularly evaluate
its external auditors’ independence?
~~✓~~ The Company assesses the independence and competency of attesting
accountants once a year on its own, and appointed two attesting accountants
for their independence and competency, as well as the main contents of
services and compensation for 2024; such were resolved by the Audit
Committee on November 2, 2023 and the board of directors on November 3,
2023.
The evaluation procedure for independence and eligibility is summarized as
following:
1 The CPA has no direct or indirect financial interest relationship with the
Company.
2 The CPA has no financing or guarantee relationship with the Company or
the Company’s directors.
3 The CPA has no close business relationship and potential employment
relationship with the Company.
4 The CPA and its audit team members do not hold, or didn’t hold in the
most recent two years, the position as director or managerial officer of
the Company or any position that has significant influence on the audit.
5 The CPA doesn’t provide any non-auditing services that might affect the
audit directly.
6 The CPA doesn’t act as a broker of the stock or other securities issued by
the Company.
7 The CPA doesn’t act as the Company’s advocate, or settle the dispute
between the Company and a third party on behalf of the Company.
8 The CPA has no kinship relationship with any of the Company’s directors
or managerial officers, or any persons who hold the position that might
affect the audit materially.









No material variance

39

Assessment Item Implementation Status Variances from the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
and the reasons
Yes No Summary
9 Obtained/ Referred to the Audit Quality Indicators (AQIs)
(4) If a TWSE/TPEx listed company, is there
an adequate number of corporate
governance personnel, and a chief
corporate governance officer appointed
in charge of corporate governance affairs
(including but not limited to furnishing
information required for business
execution by directors and supervisors,
assisting directors and supervisors with
legal compliance, handling matters
relating to board meetings and
shareholders meetings in accordance
with the law, and producing minutes of
boarding meetings and shareholders
meetings)?
~~✓~~
The Company’s Board approved the appointment of Vice President, Mr. Po-Yi
Chang to serve as the Corporate Governance Officer, to take charge of the
supervision and planning of corporate governance. His qualification meets
the requirements of Section 1 of Article 3-1 of the Corporate Governance
Best-Practice Principles for TWSE/TPEx Listed Companies. While the
Corporate Governance Officer is concurrently served by the Chief Finance
Officer, he can effectively implement and maintain independence when
performing his own duties and concurrent duties, and there is no conflict of
interest or violation of the internal control system.Handle matters related to
the board meetings and shareholders' meetings pursuant to laws, and assist
the Company to comply with the relevant laws and regulations relevant to the
board of directors and shareholders' meetings. The scope is described as
below:
1 Taking the meeting minutes of board meeting and shareholders meeting.
2 Assisting the directors in onboarding and continuing education.
3 Providing the directors with the information relating to perform the
duties.
4 Assisting the directors to comply with the law and regulation.
5 Report to the Board about the results of the review on whether the
qualifications of independent directors comply with relevant laws and
regulations at the time of nomination, election and during their office.
6 Handle matters related to the change of directors.
7 Report to the Audit Committee and the board of directors on the
operation of corporate governance.
To assist in reminding directors when they execute the business or approving
a formal resolution during Board of Directors meeting, they should comply
with the laws and regulations and related suggestions. Responsible for
reviewing the important information releasing issues over vital resolutions of
the board of directors meeting and ensure the lawfulness and correctness of
the published contents in a timely manner after the board of directors
meeting to protect investors' right on equivalence of transaction information.
He is continuing education and training about corporate governance. For
details, please refer to continuing education and trainings on corporate
governance for managers and audit officers in the annual report.









No material variance
(5) Has the Company established a means of
communicating with its Stakeholders
~~✓~~ The Company’s official website has “Stakeholder Interaction” in place to detail
the communication channels and performance for the eight key stakeholders:


No material variance

40

Assessment Item Implementation Status Variances from the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
and the reasons
Yes No Summary
(including but not limited to
shareholders, employees, customers and
suppliers) and created a Stakeholders
Section on its Company website? Does
the Company respond to stakeholders’
questions on corporate responsibilities?
shareholders/investors, governmental
competent authorities, media,
employees, insurers, customers, suppliers/contractors, and banks. The
Company communicates with stakeholders through various channels, to
understand the needs of stakeholders and their expectations for the
Company. Other than the immediate responses, these also serve as a
reference for the Company to promote sustainable development plans.
Meanwhile, the Company reports the communications with various
stakeholders at the Board of Directors meeting regularly each year and
updates the news on the Company’s official website.
(6) Has the Company appointed a
professional registrar for its
Shareholders’ Meetings?
~~✓~~ The professional shareholder service agent, Horizon Securities, was
appointed to handle the affairs related to shareholders’ meetings on behalf
of the Company. Shareholder Service Agency department of Horizon
Securities is also commissioned to tally and verify the proxies on behalf of the
Company.

No material variance
(7) Information Disclosure
a. Has the Company established a
corporate website to disclose
information regarding its financials,
business and corporate governance
status?
~~✓~~
The Company has set up information sections for investors, product
introductions and technology R&D at the official websites of the Company
and its subsidiaries, to disclose information on consolidated financial
statement, business and corporate governance from time to time.
No material variance
b. Does the Company use other
information disclosure channels (e.g.
maintaining an English-language
website, designating staff to handle
information collection and disclosure,
appointing spokespersons,
webcasting investors conference
etc.)?
~~✓~~
⚫ The Company has set up the English version of its homepage.
⚫ Contact information including the spokesman system
[email protected]
⚫ Each quarter, the disclosed information related to finance and business is
explained in the investor conference.
Search the information about investor conferences
Inquiry the official website for inquiries: investor service section/
financial information/ investor conference report
No material variance
c. Did the Company publish and report
its annual financial report within two
months after the end of a financial
year, and publish and report its
financial reports for the first, second,
and third quarters as well as the
operating status for each month
before the specified deadline?
~~✓~~
The Company has completed its self-prepared 2023 financial report in
February 2024, signed or sealed by the chairman, managerial officer and
accounting officer, and submitted to and approved by the Audit Committee
and the Board in February 2024. The announcement and report was
completed early at the end of February. The financial reports for the first,
second, and third quarters and the monthly operations are also uploaded to
the MOPS in advance within the prescribed deadlines.

No material variance
(8) Has the Company disclosed other ~~✓~~ ⚫ Employee’s interests and rights & employee care: Please see the section No material variance

41

Assessment Item Implementation Status Implementation Status Implementation Status Variances from the
Corporate
Governance Best-
Practice Principles
for TWSE/TPEx
Listed Companies,
and the reasons
Yes No Summary
information to 9 facilitate a better
understanding of its corporate
governance practices (e.g. including
but not limited to employee rights,
employee wellness, investor relations,
supplier relations, rights of
stakeholders, directors’ training
records, the implementation of risk
management policies and risk
evaluation measures, the
implementation of customer relations
policies, and purchasing insurance for
directors)?
about management-labor relationship in the annual report.
⚫ The Company has established the Investor Relations department, and
disclose the contact information thereof on the Company’s official
website. The department is dedicated to processing shareholders’
suggestions and answering investors’ questions, while convening quarterly
investor conferences to explain the disclosed financial and business
information externally.
⚫ Worked with customers to implement the evaluation of code of conducts
under the Responsible Business Alliance (RBA), to ensure that the
Company and the plants follow the highest social, environmental and
ethical standards, and employees and suppliers’ employees are treated
well.
⚫ The professional division of work among the subsidiaries is in place. For
the issues of product health and safety, marketing communication,
customer satisfaction, regulatory compliance and customer privacy,
customers may communicate via questionnaires, customer service emails,
customer satisfaction surveys and the Company’s official website, among
other communication channels. The personnel in the Group visit
customers from time to time, or participate in related product exhibitions,
to directly understand customers and market development direction.
⚫ For information on directors’ continuing education, please refer to the
section about directors’ continuing education in the annual report and the
MOPS.
⚫ The implementation of risk management policies and risk measurement
standards for 2023 has been announced in the reports of the Corporate
Sustainability and Risk Management Committee dated February 22, 2024
and the Board of Directors dated February 23, 2024.
⚫ Please refer to Page 51 of the annual report for the Company’s purchase
of liability insurance for directors.
(9) Explain the the improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange, and the priority of
enhancement and measures for these not yet improved:
The Company was ranked in the top 5% of the 9th “Corporate Governance Evaluation,” which is a high recognition of the excellent corporate governance
of the Company. In August 2023, the Company established the functional committee, “Corporate Governance and Nomination Committee,” under the
Board of Directors, and formulated the “Organization Rules of Corporate Governance and Nomination Committee” to continue the pursuit of better
corporate governance.

42

3.3.4 Composition, duties, and operation of the Remuneration Committee

  1. Information of member (professional qualifications and experience)
Identity Condition
Name

Professional
knowledge and
skills

Professional
knowledge and
skills
Major
experience
Major
experience
Independence Number other
public
companies
where a
member of
the
Remuneration
Committee
served
concurrently
Law
Accounting
Finance
Industry
Marketi
ng
Technol
ogy
Professi
onal Skill

Industry
Experien
ce
Convener and
Independent
Director
Hsien-He Sheng Please
refer to
Page 13
0
Independent
Director
Wei-Chen Wang

3
Independent
Director
En-Te Hsu 2

Note: The members of the Remuneration Committee are all independent directors. For their “professional qualifications and experience” and “independence,” please refer to pages 13 of the annual report.

2. Duties

The members of the Remuneration Committee shall be appointed after being nominated by the chairman and by the resolution of the board of directors, and the number of members shall not be fewer than three. Please refer to the Company's website for the Remuneration Committee Charter.

In order to establish a remuneration system linked to performance, and faithfully perform the functions and powers entrusted by the board of directors, the Committee regularly proposes remuneration system programs or suggestions to the board of directors for discussion.

  • (1) Periodically review the Remuneration Committee and suggest amendments.

  • (2) Prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers.

  • A. Periodically evaluate and prescribe the remuneration of directors, supervisors, and managerial officers by the Remuneration Committee

  • B. The salaries and remunerations of managerial officers other than the president shall be proposed by the president to the Remuneration Committee every year.

  • (3) Regularly evaluate the achievement of performance objectives by the Company’s directors, supervisors and managerial officers, and recommend the content and amount of their individual remunerations. The said salaries and remuneration include cash compensations, share subscription warrants, dividends, retirement benefits or severance pay, various allowances and other measures with substantial incentives.

43

  1. Implementation Status

  2. (1) There are currently three members of the Remuneration Committee of the Company, all of them are independent directors.

  3. (2) The term of the current committee members is from May 31, 2023 to May 30, 2026 (the expiry date is same as the expiry date of directors’ term of office), and in 2023, the Remuneration Committee held three 、 、

  4. meetings(A).(meeting dates: 2/23 8/3 11/3) The members’ attendance is as following:

Title Name Attendance
in person
(B)

Attendance
by Proxy

Actual
attendance
rate(B/A)

Remarks
Convener Hsien-He Sheng 3
0
Member Wei-Chen Wang 2
0
Member En-Te Hsu 2
0
Convener Sheng-Tai Weng 1
0
Resigned on
2023/5/31
Member Wei-Min Sheng 1
0
Resigned on
2023/5/31
Member Ji-Yen Liang 1
0
Resigned on
2023/5/31
  • (3) Important resolutions and implementation
Term/Meeting
Date
1-12
2023.02.23
2-1
2023.08.03
2-2
2023.11.03
Proposal Members'
opinions and
Remuneration
Committee
resolutions
The
company's
handling of
the
Committee's
opinions
⚫ Recommendations for
2023 budget of raise
⚫ Suggestion for 2023
managerial
officers’
raise
⚫ Recommendation
regarding the number
of shares for the
managerial officers of
the Company to obtain
the employee stock
warrants issued by
Hexawave.
All members
affirmed their
approval, and it
was approved
by the
Remuneration
Committee.
The board of
directors
approved to
pass the
proposal as it
was.
⚫ Recommendations for
2022 distribution of
employee
remunerations
to
managerial
officers
(profit-sharing)
⚫ Salary proposal for the
new President.
⚫ Salary proposal for the
new managerial
officers.
⚫ Amendment
to
the
Regulations Governing
the
Distribution
of
Fixed
and
Variable
Remunerations
to
Directors
⚫ Recommendations for
2024
incentive
measures

44

==> picture [343 x 202] intentionally omitted <==

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

The
Members'
company's
opinions and
Term/Meeting handling of
Proposal Remuneration
Date the
Committee
Committee's
resolutions
opinions
⚫ Recommendations for
percentage of
appropriating the 2024
employee and director
remunerations
⚫ Recommendations on
long-term incentive
plan (LTI) for
managerial officers
⚫ Recommendations for
distributing 2023
variable year-end
reward to managerial
officers
----- End of picture text -----

Other matters to be recorded:

  - ⚫ Where the board of directors does not adopt or amend the recommendations of the Remuneration Committee: None.

  - ⚫ For the resolutions adopted by the Remuneration Committee, where any member has objections or qualified opinion, with records or written statements: None.

  - ⚫ The Company refers to the market salary level and economic trend every year, and adjusts the salary of employees based on the Company's operational performance and personal performance. In the past, the salary adjustment was conducted in a way higher than the market level, aiming to narrow the gap between market and benchmark. Provided the gap is narrowed now, so the annual salary adjustment shall be based on the market level, and variable bonus are accounted, as a tool to motivate and reward; in addition, when employees are promoted, their salaries also adjusted immediately as the encouragement to talents.
  • 3.3.5 Composition, duties, and operation of the Corporate Governance & Nominating Committee

  • Information of member (professional qualifications and experience)

Identity Condition
Name
Professional knowledge
and skills
Professional knowledge
and skills
Major experience Major experience
Law
Accounting
Finance
Industry
Marketing
Technology
Professional
Skill
Industry
Experience
Convener and
Chairman
Shuang-Lang Peng
Member and
Independent Director
Wei-Min Sheng
Member and
Independent Director
Hsien-He Sheng
Member and
Independent Director
Wei-Chen Wang
Member and
Independent Director
En-Te Hsu
Member and
Independent Director
Chun-Hsin Tsou

45

2. Duties

The Corporate Governance and Nomination Committee shall be composed of at least three directors nominated by the Board of Directors, in which more than half of the independent directors shall participate. Please refer to the Company’s website for the Organization Rules of the Corporate Governance and Nomination Committee.

With the authorization from the Board of Directors, the Committee shall perform the following functions and powers with due diligence as a good administrator, and submit the recommendations to the Board of Directors for discussion:

  • (1) Formulate the professional knowledge, technology, experience, gender and other diversity and independence standards required for the Board members, and identify, review and nominate director candidates accordingly.

  • (2) Construct and develop the organizational structure of the Board of Directors and various committees, conduct performance evaluations on the Board of Directors, committees and directors, and evaluate the independence of independent directors.

  • (3) The continuing education programs for directors are established and regularly reviewed.

  • (4) Review the succession plan for senior managers as the president (or equivalent) or above.

  • (5) Provide new directors with appropriate orientation instructions to enable the new directors to understand their responsibilities and get familiar with the Company’s operation and environment.

  • (6) The Company’s Corporate Governance Best-Practice Principles are established.

  • (7) Other matters as directed by the Board of Directors.

  • Implementation Status

  • (1) There are currently six members of the Corporate Governance & Nominating Committee of the Company, all of them are independent directors and Chairman.

  • (2) The term of the current committee members is from August 3, 2023 to May 30, 2026 (the expiry date is same as the expiry date of directors’ term of office), and in 2023, the Corporate Governance & Nominating Committee held one meeting (A).(meeting dates: 11/3) The members’ attendance is as following:

Title Name Attendance
in person (B)

Attendance
by Proxy

Actual
attendance
rate (B/A)
Remarks
Convener and
Chairman
Shuang-Lang
Peng
1
0

100.0%
Member and
Independent
Director

Wei-Min Sheng
1
0

100.0%
Member and
Independent
Director

Hsien-He Sheng
1
0

100.0%
Member and
Independent
Director

Wei-Chen Wang
1
0

100.0%

46

Title Name Attendance
in person (B)

Attendance
by Proxy

Actual
attendance
rate (B/A)
Remarks
Member and
Independent
Director

En-Te Hsu
1
0

100.0%
Member and
Independent
Director

Chun-Hsin Tsou
1
0

100.0%
Convener and
Chairman
Shuang-Lang
Peng
1
0

100.0%

(3) Important resolutions and implementation

Term/Meeting
Date
1-1
2023.11.03
Proposal Members'
opinions and
Remuneration
Committee
resolutions
The
company's
handling of
the
Committee's
opinions

Amendment to the
regulations
governing
performance
evaluation on the
Board of Directors
and various
functional
committees.

Questionnaire
design for self-
evaluation on
performance of the
Board of Directors
and various
functional
committees.
All members
expressed their
approval in
favor, and the
Corporate
Governance and
Nomination
Committee
approved the
motion.
Approved by
the Board of
Directors as it
was.

47

3.3.6 Differences in promoting sustainable development implementation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
(1) Does the Company have a governance structure
for sustainability development and a dedicated
(or ad-hoc) sustainable development unit with
Board of Directors authorization for senior
management, which is reviewed by the Board of
Directors?
Ennostar insists on contributing to society. In 2021, the “ESG Corporate
Sustainability Committee” was established as the highest governance
body for the Company to promote sustainable development
operations. It coordinates and plans the Group’s ESG policy and
sustainable development roadmap, responds to the United Nation’s
sustainable development goals (SDGs), and identifies the ESG-related
risks and opportunities to determine relevant investment strategies.
Meanwhile, it supervises the setting and achievement of various ESG
performances. At the same time, a dedicated unit, the Sustainable
Development Department, is established to take charge of the
operation of the committee and the promotion of the matters related
to the Group’s sustainable development. To demonstrate the
Company’s decision to value the corporate sustainability and risk
management, the Company renamed the “ESG Committee” into the
“Corporate Sustainability and Risk Management Committee” in
February 2024.
There are four levels to the ESG Corporate Sustainability Committee.
The first level is the Board of Directors, responsible for deciding the
Group’s ESG materiality topics and evaluating ESG performance. The
second level is the ESG Committee, composed of the Group’s
chairperson and 2 independent directors, responsible for identifying
ESG risks and opportunities, deciding the Group’s ESG strategic
directions and supervise ESGperformance. The next level is the ESG
No material
variance

48

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
Committee (task force), composed of the Group’s corporate
development office’s VP, Group finance VP, IT Officer, HR Head of
major subsidiaries, and ESG vice chair and executive secretary of major
subsidiaries, responsible for establishing the Group’s ESG short
medium and long term goals and supervising ESG KPI performance. The
fourth level is internal ESG committee of major subsidiaries.
In driving the Group’s sustainable development, each level of the ESG
corporate sustainability committee will hold a meeting once a month
with the major subsidiaries and ESG Committee (task force),
supervising the state of ESG plans promotion. The ESG committee will
hold a meeting once every quarter to compile ESG outcomes reporting
to the Board once every half a year.
In 2022, the Company established the eight major ESG task forces of
the Group, namely, the innovation technology team, sustainable
manufacturing team, sustainable energy team, risk governance team,
social influence team, stakeholder team, information security team,
and sustainable value chain team, to integrate cross-company
resources of the Group, and connect to the cooperative value chain,
seeking to accelerate the implementation of the Group’s ESG strategic
blueprint and expanding its social influence.
For more details, please refer to of the ESG report.
(2) Does the Company follow materiality principle to
conduct risk assessment for environmental, social
and corporate governance topics related to
company
operation,
and
establish
risk
The Company established related risk management strategies and
targets based on the 3 aspects of materiality - economy, environment,
and society. It focuses its efforts in fulfilling corporate governance,
developsustainable environment,maintain social charity,and enhance
No material
variance

49

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
management related policy or strategy? information disclosure. These are upheld through stakeholders
communications, compiling key topics of concern, establish
management directions, department representatives participating in
the promotion and realizing them, the three key groups reporting on
the status to the ESG Committee (task force), the executive secretary
to report to the ESG Corporate Sustainability Committee on a regular
basis on the operation outcomes of its review. All of these would then
be reported to the Board of Directors.
The Company emphasizes the ESG expectations of stakeholders for the
Company. In 2021, the first Sustainability Report of Ennostar Group was
released. The senior executives of the Group and members of the ESG
Committee were convened to identify key stakeholders. The evaluation
results revealed eight key stakeholders. Before preparing the
sustainability report every year, the ESG issue questionnaires are to be
distributed to the eight key stakeholders. The scope of distribution
covers the important subsidiaries of the Group in Taiwan and China. If
any issue is identified as concerned by the stakeholders with great
impact on the Company’s operation, it is deemed a major issue.
The Company also discloses the information of investor conferences,
customer satisfaction surveys, mailboxes, latest news, social media
platforms, sustainability reports and other information through the
official website from time to time, to maintain smooth communication
with stakeholders and continue to disclose the Company’s sustainable
performance transparently.
Ennostar Groupfocuses on the technologyresearch and development

50

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
and production of compound semiconductors. The Group deploys the
industrial cooperation strategy from upstream to downstream for the
entire industry, integrating customized services and solutions from
epitaxy, grains, packaging, modules, and customer supply chains. To
identify the challenges that may arise for Ennostar Group in the future,
early and systematically, and respond appropriately to improve
corporate resilience, the enterprise risk management is introduced.
Upon the approval and confirmation of the highest risk governance
unit, the Board of Directors, on November 3, 2022, the follow-up risk
scenario analysis and risk assessment for implementation, response
strategies and action plans were conducted. Meanwhile, the
construction of Ennostar Risk Knowledge Database was completed in
2023. The measurement standards and methods of risk assessment
start from the bottom, and the risk management is incorporated into
the business strategies to reduce the risks of these issues to which the
Group is exposed. Through the introduction of ERM, the Company’s risk
management policies and procedures are adjusted and optimized in a
timely manner, and the annual risk management implementation
results are reported, to gradually form a corporate governance culture
through the guidance and supervision of the Board.
For issues concerned by stakeholders in 2023, management strategies
formulated by the Company, the risk management policy, objectives
and implementation, please refer to the ESG Report of the Company
for details.

51

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
(3)Environmental topic
a. Has the Company set an environmental
management system designed to industry
characteristics?
Since 2021, the Company has promoted the assessment of corporate
climate change risks and opportunities by complying with the climate-
related financial disclosure framework, TCFD. The Company has
comprehensively conducted the ISO system verification and promoted
various internal carbon reduction strategies with systematic and
scientific management approaches. In 2023, the three major
subsidiaries of Ennostar Group, Epistar, Lextar, and Unikorn, all passed
ISO 14064-1. Short-, medium-, and long-term strategies have been
established to keep aligned with the international net-zero trend. In the
future, we look forward to working with the supply chain to build a low-
carbon value chain and move toward the goal of net-zero together to
implement
corporate
sustainability.
Regarding
the
Group’s
environmental management system and performance, please refer to
the Company’s ESG Report.
No material
variance

52

Promoting item State of implementation State of implementation State of implementation State of implementation State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
The company and three major entities have obtained EHS system and
quality system verification for maintaining:
System certification/
verification
Ennostar
EPISTAR
Lextar
Unikorn
ISO 14001
Environmental
management system
verification
NA
V
V
V
ISO 14064-1
Organization
quantification and
reporting of
greenhousegases
V
V
V
V
ISO 45001
Occupational Health
and Safety (OH&S)
NA
V
V
V
CNS 45001 Taiwan
Occupational Safety
and Health
Management System
(TOSHMS)
NA
V
V
System certification/
verification
Ennostar EPISTAR Lextar Unikorn
ISO 14001
Environmental
management system
verification
NA V V V
ISO 14064-1
Organization
quantification and
reporting of
greenhousegases
V V V V
ISO 45001
Occupational Health
and Safety (OH&S)
NA V V V
CNS 45001 Taiwan
Occupational Safety
and Health
Management System
(TOSHMS)
NA V V
b. Is the Company committed to improving
resource efficiency and to the use of
renewable materials with low environmental
impact?
To support the net-zero emissions path planning of the government and
exert corporate influence, Ennostar Group will successively purchase
green power contracts or related green power certificates, formulate
the Group’s green power policy, and plan to achieve the RE100
objective in non-production bases by 2030, and the objective of
achieving green power RE100 for the whole Group by 2050.
From 2023 to 2027,the focuses are on solar energy/onshore wind
No material
variance

53

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
power, and from 2027 to 2050, solar energy/onshore wind
power/offshore wind power or other renewable energies will be
adopted. Through complete and planned green power procurement
planning, Ennostar Group will be led to the goal of green power RE100.
The implementation of each year is updated in the ESG report released
annuallyto enhance information transparency.
c. Does the Company evaluate current and
future climate change potential risks and
opportunities and take measures related to
climate related topics?
To continuously implement a friendly environment, the Group
continues to conduct the energy-saving and carbon-reduction-related
management to lower cost risks, and is committed to providing
customers with environmentally friendly and energy-saving products
by combining the core business capabilities with the introduction and
R&D of green technologies, to improve the product competitiveness on
sustainability issues. In line with international trends, the Company
actively responds to climate change and reduces greenhouse gas
emissions; the renewable energies are planned to be built to move
towards natural resource management and sustainable management.
The implementation of each year is updated in the ESG report released
annually to enhance information transparency.
In face of climate change and radical changes of ecological
environment, the Company as a member of the global village is
preparing for actions. Environmental protection is a duty. As reported
in the United Nations report, Taiwan belongs to the high risk group in
climate change, the impacts of global warming lead to major concerns
of the interchange between torrential rain and severe droughts. Even
though the totalprecipitation has not been lesser,extreme rains and
No material
variance

54

Promoting item State of implementation State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
drought hazards are causing the water scarcity crisis in Taiwan to take
place every year. To lower corporate operations risks from climate
change, enhancing product competitiveness, the Company’s responses
are:
Flood prevention
To avoid torrential rains from climate change which will affect the
plant production, the flood control gates have been set up at the
entrance of the lane where it is easy for water to seep through and at
important engine rooms to reduce losses from disasters. Established
the flood prevention plans and operation standards. Disaster
prevention drills are conducted each year on a regular basis, such as
flood control gates flood prevention drills, and factory drills to set up
flood controlpumps.
Increase water
recycling volume
The pure water that is used to wash the chip during the manufacturing
process, part of it can be collected for reuse increasing the rate of
reuse.
Water utilization
plan during water
shortage
To avoid the restricted water measures of the Taiwan Water
Corporation (TWC) from affecting part of or all of the manufacturing
plants, the Company will activate the water carts to supplement water
when the TWC inform of reducing pressure or suspending water and
at the same time the water level of the storage tanks at the factory
sites are lower than the safety standard, for non-production water
restriction measures. According to the drought restricted water -
emergency response plan of EPISTAR, the plan is divided into
emergency observations, emergency response, crisis management,
operations recovery and so on phases for the implementation of
different course ofactiontolowertheimpacts to the customers.
Enhancing water
shortage crisis
drill
Implements the water shortage crisis drill on a regular basis each year,
and proceeds with the factory area industry water support drill.
Energy saving and
carbon reduction
Implements the electricity saving, water saving plans each year,
contributing to protecting the earthand environment.
Flood prevention
To avoid torrential rains from climate change which will affect the
plant production, the flood control gates have been set up at the
entrance of the lane where it is easy for water to seep through and at
important engine rooms to reduce losses from disasters. Established
the flood prevention plans and operation standards. Disaster
prevention drills are conducted each year on a regular basis, such as
flood control gates flood prevention drills, and factory drills to set up
flood controlpumps.
Increase water
recycling volume
The pure water that is used to wash the chip during the manufacturing
process, part of it can be collected for reuse increasing the rate of
reuse.
Water utilization
plan during water
shortage

To avoid the restricted water measures of the Taiwan Water
Corporation (TWC) from affecting part of or all of the manufacturing
plants, the Company will activate the water carts to supplement water
when the TWC inform of reducing pressure or suspending water and
at the same time the water level of the storage tanks at the factory
sites are lower than the safety standard, for non-production water
restriction measures. According to the drought restricted water -
emergency response plan of EPISTAR, the plan is divided into
emergency observations, emergency response, crisis management,
operations recovery and so on phases for the implementation of
different course ofactiontolowertheimpacts to the customers.
Enhancing water
shortage crisis
drill
Implements the water shortage crisis drill on a regular basis each year,
and proceeds with the factory area industry water support drill.
Energy saving and
carbon reduction


Implements the electricity saving, water saving plans each year,
contributing to protecting the earthand environment.

55

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
d. Does the Company collect data for
greenhouse gas emissions, water usage and
waste quantity in the past two years, and
set greenhouse gas emissions reduction,
water usage reduction and other waste
management policies?
Committed to environmental sustainability, expecting to move towards
net zero carbon emissions together with the industrial value chain, and
continue to complete the CDP carbon disclosure project every year
⚫ GHG Emissions in Recent Two Years
Unit: Metric ton CO₂equivalent
year
2022
2023
GHG Emissions
349,804.65
288,009
Including Taiwan factory and mainland China factory.
The data in the table are preliminary results calculated by
Ennostar and is being verified by a third party. For the verified
data , please refer to the ESG report.
⚫ Water Usage in Recent Two Years
Unit : Million Liters
Year
category
2022
2023
Total Water withdrawal
3,965.82
3,561.17
Total recovered and reused
water
2,346.08
2,091.90
Including Taiwan factory and mainland China factory.
No material
variance

56

Promoting item State of implementation State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description

Waste Quantity in Recent Two Years
Year
category
2022 2023
Total WasteQuantity 7370.17 6,556.27
(4)Social topic
a.Does
the
Company
set
policies
and
procedures in compliance with regulations
and internationally recognized human rights
principles?
Respecting human rights and creating a dignified working environment
are the foundations of corporate sustainable operations. The Company
and its subsidiaries are committed to pursuing compliance with the
“United Nations Global Compact,” “Universal Declaration of Human
Rights,” “United Nations Guiding Principles on Business and Human
Rights,” “OECD Guidelines for Multinational Enterprises,” “Social
Accountability International (SAI),” “Responsible Business Alliance
(RBA),” relevant labor laws and international human rights standards,
to formulate human rights management regulations to implement
human rights protection in all operating activities, and comply with
applicable laws and relevant international labor standards.
No material
variance
b.Has the Company established appropriately
managed
employee
welfare
measures
(include salary and compensation, leave and
others), and link operational performance or
achievements with employee salaryand
The Company believes that the first step in realizing corporate social
responsibility is to respect and take care of employees. Every employee
is the most important asset of the Company. The Company values the
work environment, career path development, education training and
health and wellbeingof its employees. And values employee treatment
No material
variance

57

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
compensation? and benefits. The Company regularly participates in industry salary
survey and regularly reviews the linkage of the salary and benefits
measures with the market, designing a salary and benefits system that
is of competitiveness and motivation. If the Company makes profits for
the year, it will distribute 0.1% to 15% as the employee remuneration.
The employee salary is based on one’s academic background,
professional experiences, and individual performance. There will be no
differential treatment based on employee gender. The starting salary of
newly employed personnel will not be any different, regardless of race,
religion, political position, gender, marital status or union affiliation.
For the detailed employee welfare measures of the Group, please refer
to the company's official website and ESG report.
Education and training of human rights and ethical management are
implemented as below:
Conduct human rights due diligence in accordance with the Group’s
human rights policy and Regulations Governing Integrity and Ethical
Conduct; conduct risk assessments through the RBA Self-Assessment
Questionnaire (SAQ) in accordance with the RBA Code of Conduct; and
monitor and manage the implementation of mitigation or prevention
measures based on risk issues; and report the implementation of the
human rights policy and ethical management policy of the year to the
Board of Directors on November 3, 2023.
The implementation of education and training in 2023 is as follows:
1. Theme of the course: Annual retraining on integrity, ethical
conduct and human rightprotectionpolicymanagement.

58

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
2. The total number of trainees was 4,879, and the total number of
training hours were 4,879 hours.
3. Upon completion of the course training, trainees shall pass the
course test with the full mark, 100 scores. Those who fail the test
must retake the exam.
The Company also provides an effective and appropriate grievance
mechanism for matters that endanger labor rights, and responds to
employees’ grievances appropriately to ensure an equal and
transparentgrievanceprocess.
c. Does the Company provide employees with a
safe and healthy working environment, with
regular safety and health training?
Occupational health anagement:
There is a health service center in place in each plant of the Company,
to maintain th physical health of employees in an all-round way,
including regular health checkups, provision of new health knowledge
and medical consultation. Meanwhile, the nutrition provided by the
staff canteen is in check to protect the health of the employees.
Healthcare:
The Group has a “Health Center” in place. In addition to the functions
of the general medical room, it also actively plans various activities like
free health checks, medical consultation seminar, physical fitness,
smoking cessation, and weight loss.
Hazard identification and risk assessment
The safety of employees at work is important to Ennostar. Abnormal
incidents are reported immediatelyand an emergencyresponse
No material
variance

59

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
mechanism is activated to reduce personnel injuries and operational
losses. After an incident, the Company works with the labor
representatives to investigate the cause of the incident according to the
“Incident Reporting and Investigation Procedures” established by
Ennostar. By doing so, the root cause can be discovered with corrective
and preventive measures taken. An investigation report is
simultaneously reported to the safety committees of each plant. The
results of horizontal investigations will be taken as the basis for
improvement of each plant area to prevent the recurrence of similar
incidents.
The “Incident Reporting and Investigation Procedures” apply to all
employees and contractors in each plant of the Group. The scope of
reporting and investigation is limited to internal accidents and internal
traffic accidents. Off-site accidents are only included in reporting and
statistics.
Companies of three major entities fulfills the Occupational Safety and
Health Management System, OSHMS certification:
1. The Company complies with related domestic laws and
regulations, and has obtain the OHSAS 18001 Occupational Safety
and Health Management System certification, TOSHMS/CNS
15506 Taiwan Occupational Safety and Health Management
System
certification,
providing
employees
a
safe
work
environment.
2. The Companyhas in accordance with the legal requirements

60

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
conducted working environment monitoring and adjustments to
the labor work venues.
3. The new employee orientation training and regular quarter
training of branch factories includes the employee safety and
health education unit. This covers occupational hazard prevention,
road safety education, factory and residential safety awareness
raising, individual case study. It is hoped that employees possess
related safety and health knowledge and skills, ensuring a safe and
healthy working environment for everyone.
4. The Company has established emergency response task force and
response measures. Each year, will implement regular prevention
trainings or drills to ensure employees safety knowledge and to
lower losses from disaster and hazardous incidents; Various health
activities are organized. Through health risk indicators to promote
customized and risk control projects, continuing the promotion
and expansion of health service and quality; In collaboration with
Newmind EAP consultant Co., Ltd., promotes employee assistance
service with confidential and diverse professional service to
support employees in resolving work and life issues.
No fire has occurred to the Group by the date of publication of the
annual report. Ennostar has formulated an "Environmental Safety
and Health Emergency Response Procedure", applying hierarchical
control, and dividing the response organization into the
headquarters and the factory organization. If an abnormal accident
occurs,after the initial response is carried out on site. While the

61

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
follow-up response actions are still needed, it will be promptly
notificated and activated the emergency mechanism with the goal
of reducing personal injuries and operational losses. If the incident
was out of control, the headquarters response organization will
performe their own duties to deal with various emergency
response situations.
d. Has the Company established effective career
development
training
plans
for
its
employees?
For new employees and employees of various categories, the Group
has established professional, general education, and management
ability training plans, and provided various learning resources to meet
the needs of employees’ career development. Meanwhile, quality and
sustainability awareness courses are also made available. For other
details on employee training, please refer to the section about labor–
management relations in Chapter Five. Business Overview of the
annual report.
No material
variance
e. Does the Company’s product and service
comply
with
related
regulations
and
international rules for customers’ health and
safety, privacy, sales, labelling and set
policies to protect consumers’ or customers’
rights and consumer appeal procedures?
The products produced and services provided by the Group comply
with the relevant laws and regulations. Pursuant to the ISO 9001
quality management system and the internal management review
procedures of IATF 16949 (please refer to the table below for the
certifications passed by each company), effectiveness evaluations are
conducted for the laws and regulations related to hazardous
substances and hazardous substances free (HSF) requirements of
customers, so that the products comply with relevant laws and
regulations related to the prohibited and restricted environmental
hazardous substances, and customers’ requirements for HSF control;
third-partyverification units are engaged to verify products regularly
No material
variance

62

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
to check the compliance of products with laws and regulations and
satisfaction to customer requirements.
To avoid the leakage of customer information or internal secrets, those
who have business dealings with the company and involve the integrity
and confidentiality of information assets, should first sign a
confidentiality undertaking and non-disclosure agreement of customer
data, to make them understand that the information obtained during
the service in the Company is all considered as the Company’s
property, not allowed to be used for other unauthorized purposes in
order to maintain customers’privacy.
f. Does the Company set supplier management
policy and request suppliers to comply with
related
standards
on
the
topics
of
environmental, occupational safety and
health
or
labor
right,
and
their
implementation status?
In addition to regular meetings with customers to communicate needs,
the Company also conducts annual customer satisfaction surveys for
key customers of various products, collecting customers’ evaluations
and recommendations for the Company’s products in five aspects:
procurement,
quality,
research
and
development,
product
development, and customer service. Upon the completion of the
investigation, the data will be compiled and reviewed, and submitted
to the internal management meeting for report review. The senior
management will resolve the guidelines for the adjustment to the
Company’s operating strategy, and then the various responsible units
will promote each improvement plan.
The product production and services provided are in compliance with
related laws and regulations. According to ISO 9001 Quality
Management System and IATF 16949 Internal Management Review
Procedure,eachyear the effective assessment is conducted for related
No material
variance

63

Promoting item State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
hazardous substances legislations and customers’ hazardous substance
free (HSF) to ensure products meets these requirements. Third party
verification unit is also engaged on a regular basis for product
certification to make sure the products are in compliance.
The products produced by each branch factory 100% meets the
international standards, RoHS and REACH international environmental
protection legislations. The customers are free from worrying about
their own health or safety being endangered from these products, and
can feel secure that the Company will not bring about any negative
influences to society or environment.
Regarding the selection of supplier operation service, quality system,
R&D capability, manufacturing, environmental management and labor
rights (including prohibiting the use of child labor, eliminating all forms
of forced labor) and ethical management, the Company conducts
review of every aspect and produces an investigation report of the
potential supplier (contractor), review of their Guarantee of Non-Use
of Hazardous Substances, supplier/contractor Letter of Compliance
with Corporate Social Responsibility, Quality Assurance Agreement,
Procurement Agreement, Non-disclosure agreement, and so on. When
the review results show compliance with the standards, they will be
listed as qualified supplier list of the Company.
Established supplier management procedures and supplier evaluation
procedures. The procurement and quality management and related
units will conduct regular (each year and each quarter) appraisal of
their products, price, service and technology, delivery and restricted
use of hazardous substances and more items. The evaluation results

64

Promoting item State of implementation State of implementation State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
will be the basis of ENNOSTAR’s supplier risk management. Suppliers
are divided into four rating levels for the supplier quality system
assessment. If the audit assessment results for supplier show poor
rating, the supplier management team will need to strengthen
guidance and improvements to the supplier.
⚫EHS assessment of suppliers
⚫Assessment management of suppliers/contractors
⚫Health and safety, and construction management of contractors
In 2023, a total of 208 suppliers were evaluated and none of them
showed poor rating. More information on supplier management and
implementation will be updated in the ESG report, please refer to it.
(5)
Does the Company refer to international
reporting rules or guidelines to publish
Sustainability Report to disclose non-financial
information of the Company?Has the assurance
or
opinion
from
third-party
certifying
institutions been obtained for the reports of the
preceding paragraph?
The Company is established on January 6, 2021. In order to raise the
reliability of the report, an independent third party, the TÜV Rheinland,
is engaged to verify the report for external guarantee of the
information disclosed in the report. TÜV cites the Moderate Assurance
of the AA1000 Assurance Standard developed by the global non-profit
organization AccountAbility and the Moderate Assurance. The TÜV
verification report is attached in the ESG report appendix (expected for
release in end of August 2024).
No material
variance
(6)
If the Company has established ethical corporate governance policies based on Sustainable Development Best Practice Principles for TWSE/TPEx Listed
Companies, please describe any discrepancy between the policies and their implementation:
The Company has formulated the “Sustainable Development Best Practice Principles,” regulating on the realization of corporate governance,
developing sustainable environment, maintaining social charity. The information can be downloaded from the Company’s official website; Please refer
to the Company website for our sustainable development strategies, state of implementation, and the ESG report released in end of August every year.

65

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66

Promoting item Promoting item State of implementation State of implementation State of implementation State of implementation State of implementation Differences
from the
Sustainable
Development
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
the reasons
therefor
Yes No Summary description
Work function
Unit Powers and responsibilities Unit Powers and responsibilities
Board of Directors ⚫ Confirm the Group’s ESG Mission and
Vision
⚫ Make decisions for significant proposals on
ESG
⚫ Evaluate ESG performance
ESG Corporate
sustainability
Committee
⚫ Establish ESG mission, vision, policies, and
targets
⚫ Identify ESG risks and opportunities, decide
related investment strategies
⚫ Supervise ESG strategy planning and
implementation
⚫ Monitor ESG performance and information
disclosure
ESG Committee
(Task force)
⚫ Establish Group targets
⚫ Promote ESG plans
⚫ KPI performance presentation/follow-up
⚫ Convene regular meetings
⚫ Disclose information on the Group’s ESG
performance
ESG of every
subsidiary
Committee
⚫ Set targets
⚫ Implement ESG related plans
⚫ KPI performance presentation/follow-up
⚫ Convene regular meetings
⚫ Compile contents for CSR report chapters
of every company
⚫ Response to ESG requirements of
customers

67

3.3.7 Implementation of climate-related information among TWSE/TPEx listed companies

Implementation of climate-related information amongTWSE/TPEx listed companies
Item Status of implementation
1. Describe the monitoring and governance of climate-related risks and
opportunities by the Board of Directors and the management.
The Company’s Corporate Sustainability and Risk Management Committee
consists of the Chairman, independent directors, and senior officers of key
subsidiaries (Epistar, Lextar, and Unikorn). It is a functional committee under the
Board of Directors and holds regular meetings to coordinate and plan the
Group’s ESG policy and sustainable goal roadmap, and identify ESG-related risks
and opportunities to determine relevant investment strategies, while monitoring
various ESGperformance settings and achievements.
2. Describe how the identified climate risks and opportunities affect the
Company’s business, strategy and finance (short-, medium-, and long-
term).

Raw material prices on suppliers rise due to carbon tax

The strategies are:
1. Development of low-carbon, renewable and low-carbon
alternative raw materials;
2. Investment in low-carbon equipment;
3. Change the product design to reduce the demand for specific raw
materials;
4. Require suppliers to reduce carbon emissions.

The financial impact refers to the increase in procurement costs of
1–7%.

In response to the trend of corporate carbon reduction, the Company will
gradually promote and participate in SBTi as of 2023 to set scientific
carbon reduction goals.

Strategies:
Short-term: The entire Group must conduct ISO 14064 greenhouse
gas inventory to control the source of carbon emissions.
Mid-term: Carbon reduction measures such as planning to install
the F-gas reduction equipment.
Long-term – Planning for energy management and purchase of
green energy.
The financial impact refers to the satisfaction with the possible requirements of
the market for carbon reduction in the future. To prevent the Company from
affectingorders due to insufficient carbon reduction.
3. Financial impacts posed by extreme climate events and transformational
actions

The financial impact refers to the satisfaction with the possible
requirements of the market for carbon reduction in the future. To prevent
the Companyfrom affectingorders due to insufficient carbon reduction.

68

Item Status of implementation

Assuming the carbon fee is fully levied in 2030, it is expected that the
price of raw materials will increase by1%–7%.
4. Describe how the process of identifying, evaluating and managing climate
risks is integrated into the overall risk management system.
All of the Group's subsidiaries have established management guidelines for
climate risk, and have formulated corresponding measures based on each
risk/opportunity. They have set short-, medium-, and long-term goals, regularly
tracked and checked the compliance status, and continued to adjust and improve
in order to increase the Company’s resilience to climate risks and steadily move
toward the 2050 net zero emissiongoal.
5. If a scenario analysis is used to evaluate the resilience in the face of climate
change risks, the scenarios, parameters, assumptions, analysis factors, and
main financial impacts used shall be described.

Power supply stability – According to the IPCC AR5 RCP8.5 worst-case
scenario, it is expected that the proportion of strong typhoons will increase
by about 100% between 2040 and 2065. Therefore, it is assumed that the
above-ground transmission and distribution network will be damaged by
the typhoon, thereby resulting in an increase in the frequency of power
interruptions.

Water supply stability – Based on the IPCC AR6 SSP5-8.5 worst-case
scenario, it is expected that the number of days without rainfall will tend to
increase in Taiwan. Therefore, it is assumed that there will be a 20%
reduction in water supply and continuous 20-day events, and the financial
impact will result in the reduction of cost byabout NT$250,000peryear.
6. If there is a transformation plan in response to the management of climate-
related risks, describe the contents of the plan, and the indicators and goals
used to identify and manage physical risks and transformation risks.
The plan is:
1.Development of low-carbon, renewable and low-carbon alternative raw
materials;
2. Investment in low-carbon equipment;
3. Change the product design to reduce the demand for specific raw materials;
4. Require suppliers to reduce carbon emissions.
7. If internal carbon pricing is used as a planning tool, the basis for setting the
price shall be explained.
For the pilot project in 2023, the Company applied the shadow price model to
evaluate and plan the installation of carbon reduction equipment based on the
initial price of NT$300 per metric ton proposed by the Ministry of Environment,
Taiwan.
8. If climate-related goals are set, specify the activities covered, the scope of
greenhouse gas emissions, the planning period, and the progress of each
year. If carbon offsets or renewable energy certificates (RECs) are used to
achieve related goals, specify the source and quantity of carbon reduction
credits or quantity of RECs for which they are exchanged.
Formulate three major action plans, continue to invest in energy conservation
and improvement of GHG Scope 2, improve energy efficiency, and integrate
management to reduce operational carbon emissions.
Action plan:
1. To reduce power consumption by more than 1% each year, plan a 5-year plan
for the update and replacement of major energy-consumingequipment,and

69

Item Status of implementation
review and correct the plan each year based on equipment efficiency/service
life/operation risk and operational needs.
2. Implementation of ISO 50001 management system: Implement the
ISO 50001 energy management system to the pilot plants to establish the
baseline for the use of the plant system and unit energy consumption, and
identify energy-conservation opportunities, and extend the same to all of the
Company’s plants throughout Taiwan in 2025.
3. Establish the energy e-platform: Implement the electronic platform in the
pilot plant in 2023 to establish energy data, and expand the same to all of
the Company’s plants throughout Taiwan in 2025.
4. Green electricity (renewable energy) consumption and planning: The plants
plan to install solar power generator systems for short-term wholesale. The
systems will be provided for own use from 2025, and planned based on the
Company’sgreen electricityroadmap.

3.3.8 Operation of the Sustainability & ERM Committee

1. Information of member (professional qualifications and experience)

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

Professional knowledge
Major experience
Condition and skills
Identity Law Industry
Name Accounting Marketing Professional Industry
Skill Experience
Finance Technology
Convener and
Shuang-Lang Peng ✓ ✓ ✓
Chairman
Member and
Wei-Chen Wang ✓ ✓
Independent Director
Member and
Chun-Hsin Tsou ✓ ✓
Independent Director
----- End of picture text -----

2. Duties

The Corporate Sustainability and Risk Management Committee shall be composed of at least three directors nominated by the Board of Directors, and more than half of the independent directors shall participate. Please refer to the Company’s website for the Organization Rules of the Corporate Sustainability and Risk Management Committee.

70

With the authorization from the Board of Directors, the Committee shall perform the following functions and powers with due diligence as a good administrator, and submit the recommendations to the Board of Directors for discussion:

  • (1) Formulation of ESG mission, vision, policies and goals

  • (2) Identify ESG risk opportunities and decide related investment strategies

  • (3) Supervise ESG strategy planning and implementation

  • (4) Monitor ESG performance and information disclosure

  • Implementation Status

  • (1) There are currently three members of the Sustainability & ERM Committee of the Company, members are independent directors and Chairman.

  • (2) The term of the current committee members is from August 3, 2023 to May 30, 2026 (the expiry date is same as the expiry date of 、 、

  • directors’ term of office), and in 2023, the Sustainability & ERM Committee held four meetings (A).(meeting dates: 2/23 5/4

  • 8/3 11/2 ) The members’ attendance is as following:

Title
Name
Attendance
inperson(B)
Convener and
Chairman
Shuang-Lang Peng
4
Member and
Independent
Director
Wei-Chen Wang
4
Member and
Independent
Director
Chun-Hsin Tsou
4
ajor resolutions and implementation thereof
Title Title Name Attendance
inperson(B)
Attendance
byProxy

Actual attendance
rate(B/A)

Actual attendance
rate(B/A)

Remarks
Convener and
Chairman
Shuang-Lang Peng
4

0
100.0%
Member and
Independent
Director
Wei-Chen Wang 4
0
100.0%
Member and
Independent
Director
Chun-Hsin Tsou 4
0
100.0%
Term/Session
Date
Motion Committee members’ opinions and
resolutions of the Corporate Sustainability
and Risk Management Committee.
The Company’s
resolution against the
committee’s
opinions
I-4
February 23,
2023

Amendments to the “Sustainable Development Best-
Practice Principles of ENNOSTAR Inc.”
All members expressed their approval in
favor, and the Corporate Sustainability and
Risk Management Committee approved the
motion.
Approved by the Board
of Directors as it was.

4. Major resolutions and implementation thereof

71

Term/Session
Date
Motion Committee members’ opinions and
resolutions of the Corporate Sustainability
and Risk Management Committee.
The Company’s
resolution against the
committee’s
opinions
I-5
May 4, 2023

Amendments to certain provisions of the “Risk
Management Policy and Procedures.”
All members expressed their approval in
favor, and the Corporate Sustainability and
Risk Management Committee approved the
motion.
Approved by the Board
of Directors as it was.
2-2
November 2,
2023

Proposal for declaration of the Science Based Targets
initiative (SBTi)

Carbon Reduction Solution 1 for Process exhaust gas
treatment equipment, local scrubber, construction
schedule and budgetproposal.
All members expressed their approval in
favor, and the Corporate Sustainability and
Risk Management Committee approved the
motion.
Approved by the Board
of Directors as it was.

72

3.3.9 Fulfilling ethical management and differences from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons thereof

Companies and the reasons thereof
Assessment item State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
(1) Establishment of ethical corporate management
policyandplan
a. Does the Company have a clear ethical corporate
management policy approved by its Board of
Directors, and bylaws and publicly available
documents addressing its corporate conduct and
ethics policy and measures, and commitment
regarding implementation of such policy from the
Board of Directors and the top management team?
Ethical conduct is an important core value in our business operations.
Persistence in ethical conduct is our responsibility towards our shareholders,
customers, suppliers, business partners, and colleagues. We perceive our
suppliers as important business partners and hope to create a win-win
partner relationship in the pursuit of corporate sustainable management and
growth. The Company discloses its "Ethical Conduct" and "Ethical Corporate
Management Best Practice Principles" on the Company’s website and also
sign the “Ethical transaction and confidentiality obligations terms” with the
suppliers. In addition, the “Ethical Corporate Management Best Practice
Principles,” is established for all employees to abide with.
No material
variance
b. Whether the Company has established an
assessment mechanism for the risk of unethical
conduct; regularly analyzes and evaluates within a
business context, the business activities with a
higher risk of unethical conduct; has formulated a
program to prevent unethical conduct with a scope
no less than the activities prescribed in paragraph
2, Article 7 of the Ethical Corporate Management
Best Practice Principles for TWSE/TPEx Listed
The Company’s “Ethical Conduct” stipulates the conflict of interests, legal
compliance, trade secrets and company assets, political activities
participation and related behaviors as the guide. The reporting system for
ethical conduct violation has been established to provide internal and
external stakeholders (such as: suppliers, consumers, customers, employees
and shareholders) a complaint channel. A responsible unit responsible for
handling the report cases was set up. The cases will be processed according
to the level of severity and the employee reward and penalty management
procedures.
No material
variance

73

Assessment item State of operation State of operation State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
Companies?
c. Whether the Company has established relevant
policies that are duly enforced to prevent unethical
conduct, provided implementation procedures,
guidelines,
consequences
of
violation
and
complaint procedures, and periodically reviews
and revises such policies?
The “Work Rules,” “Ethical Conduct” and “Employee Reward and Penalty
Management Procedures” stipulate related regulations prohibiting
accepting meal invitations, gifts or other social activities invitations by
suppliers directly or indirectly, and the prevention of unethical conducts.
There is the reporting system for violations of ethical conduct established to
provide internal and external stakeholders reporting channels to prevent
frauds.
No material
variance
(2)Ethic Management Practice
a. Whether the Company has assessed the ethics
records of whom it has business relationship with
and include business conduct and ethics related
clauses in the business contracts?
The group treat our customers, suppliers, distributor, competitors and
employees in a fair and just manner. Competitive advantages through
unethical means are forbidden. The Group’s “Ethical transaction and
confidentiality obligations terms” covers abiding to ethical management and
operations, confidential responsibility in sales or technology, and if the
trading counterparty is involved in any unethical behaviors, all transactions
must be terminated immediately, the supplier qualification is removed and
compensation for damages is to be requested.
No material
variance
b. Whether the Company has set up a unit which is
dedicated to promoting the Company’s ethical
standards and regularly (at least once a year)
reports directly to the Board of Directors on its
ethical corporate management policy and relevant
matters,andprogram toprevent unethical conduct
The Human Rights Policy and Regulations Governing Integrity and Ethical
Conduct have been formulated, and on February 23, 2024, the specific
practices and implementation of the ethical management policy for 2023
was reported to the Board of Directors.
Major tasks in 2023: Establish the Group’s human rights protection task
force,developa human rights management system and conduct human
No material
variance

74

Assessment item State of operation State of operation State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
and monitor its implementation? rights risk assessment, disclose human rights management in the ESG report,
formulate the Group’s “Human Rights Protection Policy,” design human
rights protection policy promotion teaching materials, execute the human
rights protection education and training, promote the zero-fee policy and
free career choice for foreign migrant workers, optimize the employment
process and implement the execution of employment contracts, adjust the
Grievance Committee as a permanent organization to provide dedicated
processing services, amend the recruitment process and personnel profile
to have non-discrimination treatment in place, implement promotion and
training related to labor–management meetings for new employees and all
employees, ensure that everyone is aware that they may participate,
formulate the Company’s Regulations Governing Integrity and Ethical
Conduct and list various preventive measures in detail, formulate and
implement the integrity and ethical conduct management education and
training.
The implementation of education and training in 2023 is as follows:
1. Theme of the course: Annual retraining on the human right, integrity and
ethical conduct policy management.
2. The total number of trainees was 4,880, and the total number of training
hours were 4,880 hours. The trainingwas completed 100% in Taiwan.
c. Whether the Company has established policies to
prevent conflict of interests, provide appropriate
communication and complaint channels and
For employees:
The Company has established a policy for preventing conflicts of interest in
the “Code of Ethical Conduct” and “Regulations GoverningIntegrityand
No material
variance

75

Assessment item State of operation State of operation State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
implement such policies properly? Ethical Conduct.” All employees are obligated to avoid possible conflicts of
interest between themselves and the Company, and when making decisions
or engaging in any behavior, all actions must be in the best interest of the
Company. The employees may contact their immediate supervisors and HR
units. Meanwhile, the Company has established smooth communication
channels, including the President’s mailbox, employee suggestion box, 7885
(please help me) hotline and mailbox, to assist colleagues in feedback and
solution of problems.
For directors:
Article 16 of the Board of Directors Meeting Regulations stipulates the
system for recusal of directors due to conflicts of interest - directors shall
hold the highest level of discipline. If any director or a juristic person
represented by a director is an interested party with respect to any agenda
item, the director shall state the important aspects of the interested party
relationship at the respective meeting. When the relationship is likely to
prejudice the interests of the Company, the director may not participate in
discussion or voting on that agenda item, and further, shall enter recusal
during discussion and voting on that item and may not act as another
director's proxy to exercise voting rights on that matter. The agenda working
group shall remind every director to take note if there is any agenda item
that requires recusal due to conflicts of interest each time when mailing the
agenda information.

76

Assessment item State of operation State of operation State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
d. To implement relevant policies on ethical
conducts, has the Company established effective
accounting and internal control systems, audit
plans based on the assessment of unethical
conduct, and have its ethical conduct program
audited by internal auditors or CPA periodically?
e. Does the Company provide internal and external
ethical conduct training programs on a regular
basis?

The internal audit unit will each year conduct internal control system
effective risk assessment based on the transaction manner of every
operating location and the possibility of fraud and corruption. The annual
audit plan will be established in cooperation with the newly announced
related laws and regulations. It will be reported to the board for approval,
which implementation will begin thereafter. The audit results will be
reported to the board and audit committee members on a regular basis.
In November 2023, the Company adopted the internal announcement
platform to conduct the online course, “Annual Retraining on Integrity,
Ethical Conduct and Human Right Policy Management,” for all employees.
4,879people have been trained,and the completion rate has reached 100%.
No material
variance
No material
variance
(3)Implementation of Complaint Procedures
a. Does the Company establish specific complaint and
reward procedures, set up conveniently accessible
complaint channels, and designate responsible
individuals to handle the complaint received?
The Company has established the “Reporting channel and protection
system” and unimpeded communication channels, including: president
mailbox, complaint mailbox for unlawful infringement in the performance of
duties, sexual harrassment complaint mailbox, ethical report, employee
comments mailbox and so on. Externally there is the contact us area on the
Company website disclosing the ethical conduct report system and there
are dedicated personnel to handle the report matters. Other than as
regulated by legislations, there are appropriate protection and
confidentiality measures to adopt for the complainant, the information
provided, and privacy. If the report is true, the Company will proceed with
punishment for the unlawful conduct.
No material
variance

77

Assessment item State of operation State of operation State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
b. Whether the Company has established standard
operation procedures for investigating the
complaints received, follow-up measures after
investigation are completed, and ensuring such
complaints are handled in a confidential manner?
The Company’s “Reporting channel and protection system” stipulates
related confidentiality mechanism for handling the reported matter.
No material
variance
c. Does the Company adopt proper measures to
prevent a complainant from retaliation for his/her
filing a complaint?
According to the Company’s “Reporting channel and protection system,”
other than those regulated under the legislation, there are appropriate
protection and confidentiality measures to adopt for the individual
complainant and the informationprovided,andprivacy.
No material
variance
(4)Information Disclosure
a. Does the Company disclose the content and
effectiveness of its Ethical Corporate Management
Best Practice Principles on its website and the
Market Observation Post System?
The Company has recorded the content of ethical management, with the
updated effects of promotion regularly every year, in the “Corporate
Sustainability Responsibility” section on the official website and in the “ESG
Report.” The Company also discloses the “Ethical Corporate Management
Best-Practice Principles” in the Investor section of the official website; for
details of the related information details please visit the official website:
http://w ww. ennostar.com。
No material
variance
(5) If the Company has established ethical corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed
Companies, please describe any discrepancy between the policies and their implementation: No material variance.
(6) Other important information to facilitate better understanding of the Company’s implementation of sustainable development
● Build the integrity policy and culture
Upholdingthe businessphilosophyof integrity,transparencyand responsibility,the Companyhas established the “Ethical Management Best-Practice Principles”

78

Assessment item State of operation State of operation State of operation Differences
from the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and the
reasons
therefor
Yes No Summary description
and the “Regulations Governing Integrity and Ethical Conduct of the Ennostar Group” to establish good business operations and never allow corruption or any form
of fraud. Violations of the Company’s rules and regulations and ethical management requirements that are proven to be true will result in disciplinary actions in
accordance with the relevant management regulations, as well as disclosure on the intranet or bulletin boards of the violator’s job title and name, contents of the
violation, and resolution thereof. If the circumstances are considered material, necessary legal actions shall be taken, and the violator will be dismissed and never
be hired again.
Meanwhile, the Company has formulated related preventive programs, including operating procedures, behavior guidelines, and education and training. For the
purpose of communication with stakeholders, the Company has clearly stated its ethical management policies in its internal regulations, on the official website and
in relevant external documents. Further, before conducting any business transactions, it shall consider the legitimacy of agents, suppliers, customers or other trading
counterparts and whether they have any unethical conduct record, and avoid trading with those who have unethical conduct records.
● Complaining and whistleblowing system
In order to strengthen corporate governance, implement the ethical management and code of ethical conduct, and provide a channel for whistleblowing any
violations of integrity and ethical conduct requirements, the “Whistleblowing Channel and Protection System” is established.
The Company has established the “Ethical Management Violation Reporting System” on its official website and intranet for whistle-blowers to report cases
anonymously. The whistleblower’s identity and contents of the report are kept confidential and protected. The Chairman shall assign the internal audit unit head
to process the reported cases, and if necessary, appoint experts (lawyers and CPAs, etc.) to coordinate in the investigation and report the investigation results to
the Chairman. If an investigation reveals any material violation or material damage to the Group, or where a director or senior executive is involved, report the
matter to the Audit Committee or supervisors.
● Anti-corruption education and training
The Company strictly prohibits any acts of corruption, bribery and extortion. To guide employees to act in line with the ethical standards, the Company requires
that employees should be cautious in words and deeds, conduct themselves honestly, and refrain from taking advantage of their positions to seek personal gains
or accept gifts from others. The Company also continues to strengthen employee education and training, offer online and physical courses, and release relevant e-
newsletters from time to time eachyear.

79

==> picture [673 x 209] intentionally omitted <==

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

Differences
State of operation
from the
Ethical
Corporate
Management
Best Practice
Assessment item Principles for
Yes No Summary description TWSE/TPEx
Listed
Companies
and the
reasons
therefor
The Group and its directors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer, promise, request or accept any
improper benefits to/from stakeholders when conducting business. External donations or sponsorships are handled in accordance with relevant laws and regulations
and internal regulations, in order to prevent bribery, acceptance of bribes and illegal political contributions.
----- End of picture text -----

3.3.10 Inquiry method on the Company governance principles and related regulations disclosure

method on the Company governance principles and related regulations disclosure
Important charters Disclosure inquirymethods
⚫ Company Articles of Incorporation
⚫ Rules of Procedure for Shareholder Meetings
⚫ Procedures for Election of Directors and
Supervisors
⚫ Rules of Procedure for Board of Directors
Meeting
⚫ Organizational Rules of Audit Committee
⚫ Organizational Rules of Remuneration
Committee
⚫ Performance evaluation of the Board of
Directors and functional committees
⚫ Rules Governing the Scope of Powers of
Independent Directors
⚫ Corporate Governance Best Practice Principles
⚫ Code of Ethical Conduct
⚫ Sustainable Development Best Practice Principles
⚫ Ethical Conduct
⚫ Procedures for Handling Material Inside Information
and Management of the Prevention of Insider
Trading
⚫ Procedure for Halt and Resumption Applications
⚫ Reporting Channel and Protection System
⚫ Regulations Governing the Management and
Protection of Group Trade Secrets
⚫ Risk Management Policies & Procedures
Market Observation Post System website:
http://mops.twse.com.tw
Search in Basic information section/E-
book/Annual report and information about
shareholders’ meeting or corporate
governance section/Establishment of
corporate governance best-practice
principles.
Company website:
https://www.ennostar.com/
Investors/Corporate Governance/Major
Internal Policies

80

  • 3.3.11 Other important information to facilitate better understanding of the Company’s implementation of corporate governance

  • Continuing Education/Training of Directors in 2023 Note: The continuing education hours of the directors during tenure meets the requirements of the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.”

Title Name Date of course Organizer Course name Hours of
education
Chairman and
also President

Shuang-
Lang Peng
2023.09.01 Taiwan Corporate Governance
Association
Goodwill risk management 3.0
2023.09.01 Taiwan Corporate Governance
Association
Impacts posed by climate change risks on the Company’s
financial disclosures
3.0
Director Yu-Chieh
Lin
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
2023.11.10 Taiwan Corporate Governance
Association
Corporate Governance in the U.S.A.: Historical Evolution and
Recent Developments
3.0
2023.12.26 Taiwan Corporate Governance
Association
Circular Economic Benefits and Sustainable Finance
Opportunities
3.0
Director
Appointment
of the
President of
the Company.
Hsiu-Mu
Tang
2023.07.04 Taiwan Corporate Governance
Association
2023 Cathay Pacific Sustainable Banking and Climate Change
Summit
6.0
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.09.01 Taiwan Corporate Governance
Association
Goodwill risk management 3.0
Director
and also the
President of
Subsidiary
Chin-Yung
Fan
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.09.01 Taiwan Corporate Governance
Association
Goodwill risk management 3.0
Independent
~~D~~irector
Wei-Min
Shen
2023.07.27 Securities and Futures Institute Corporate Operation and Risk Response Management 3.0
2023.08.31 Securities and Futures Institute Internal/short-term case analysis and business judgment rules
and case analysis
3.0
2023.09.04 Securities and Futures Institute Mastering the global economic situation and technology pulse
– a keyissue for enterprises
3.0

81

Title Name Date of course Organizer Course name Hours of
education
Independent
Director
Hsien-He
Sheng
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
Independent
Director
Wei-Chen
Wang
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.09.20 Taiwan Investor Relations Institute How to innovate and break through profitability in the digital
economyera
3.0
2023.10.04 Corporate Operating and
Sustainable Development
Association
Taiwanese business operations and M&A strategies from the
perspective of global political and economic situations
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
Independent
Director
En-Te Hsu 2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.08.08 Taiwan Corporate Governance
Association
What investors are thinking – Discuss the sustainable
transformation of enterprises from the prospective of ESG
investment and financing
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
Independent
Director
Chun-Hsin
Tsou
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0

2. 2023 Continuing education and trainings on corporate governance for managers and audit officers

Title Name Date of course Organizer Course name Hours of
education
Finance and
Accounting
Officer
Po-Yi Chang 2023.08.21-
2023.08.22
Accounting Research and
Development Foundation
Continuing Education Course for Issuers, Securities Firms, and
Stock Exchanges
12.0

82

Title Name Date of course
Organizer
Course name Hours of
education
Chief
Corporate
Governance
Officer
Po-Yi Chang 2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.09.01 Taiwan Corporate Governance
Association
Goodwill risk management 3.0
2023.09.01 Taiwan Corporate Governance
Association
Impacts posed by climate change risks on the Company’s
financial disclosures
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
Vice
President
Tsun-Chung
Li
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
President of
the
Subsidiary

Chin-Hsiang
Wen
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
Chief
Internal
Audit
Officer
Wen-Ting
Tseng
2023.08.02 Taiwan Corporate Governance
Association
The governance strategy of information security of TWSE/TPEx
listed companies from theperspective of ESG
3.0
2023.10.03 The Institute of Internal Auditors Seminar on “Information Security Protection” and “Cloud-Based
Security” Audit Practices
6.0
2023.11.02 Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise Risk Management and
Crisis Management and Strengthen Corporate Governance
3.0
2023.11.09 The Institute of Internal Auditors Policy Analysis on “Self-Preparation of Financial Statements”
and “Sustainability Report” and Seminar on Key Practices of
Internal Audit and Control (including “Action Plan for
Sustainable Development of TWSE/TPEx Listed Companies
(2023)”)
6.0

83

  1. State of purchasing liability insurance for the directors by the Company
The insured Insurance company Insured amount Period of insurance
All directors and supervisors Insurance Company Of North America /
Cathay Century Insurance Co., Ltd./
Fubon Insurance Co.,Ltd.
USD 30,000,000 January 6, 2023 ~ January 6, 2024
All directors and supervisors Insurance Company Of North America /
Cathay Century Insurance Co., Ltd./
Fubon Insurance Co.,Ltd.
USD 30,000,000 January 6, 2024 ~ January 6, 2025

Note: The insured amount, insured scope, and insurance fees rate for the continued liability insurance of directors and supervisors, have been reported to the board on February 23, 2024.

84

3.3.12 Internal Control System Execution Status

  • (1) Statement of internal control system: See Appendix 1 (Page 190).

  • (2) The Company auditing its internal control system by a CPA shall disclose the CPA audit report: None.

  • 3.3.13 Where the Company or its internal personnel have been punished in accordance with the law or the Company has punished its internal personnel for violating the provisions of the internal control system from the most recent year up to the date of publication of the annual report, the major deficiencies and improvements: None.

  • 3.3.14 Important resolutions of the shareholder meeting and board meeting and state of implementation review from the most recent year up to the date of publication of the annual report.

1 2023 Annual General Meeting

  • (1) Pass the re-election of nine directors of 2nd Board of Directors

  • Status of implementation:

Name list of the elected : Director Shuang-Lang Peng; Representatives of AUO: Yu-Chieh Lin; Director Chin-Yung Fan; Director Hsiu-Mu Tang; Independent Director Wei-Min Shen; Independent Director Hsien-Ho Shen; Independent Director Wei-Chen Wang; Independent Director En-Te Hsu; Independent Director Chun- Hsin Chou

  • (2) Recognition of 2022 business report and financial statements

  • Status of implementation:

  • Resolved to approve that the consolidated operating revenue for 2022 is NT$28,878,250 thousand, operating loss NT$465,598 thousand, net profit after tax NT$566,383 thousand, and earnings per share NT$0.05.

  • (3) Recognition of the 2022 earnings distribution proposal

Status of implementation:

  • Resolved to approve that the net profit for the year is NT$38,023,691. After adjustments, the Company is proposed not to distribute the profit, in consideration of the current macroeconomic uncertainties and the fund demand for major capital expenditures in the future.

  • (4) Approve lifting of the non-competition restriction imposed on directors

  • Status of implementation:

  • Approved the lifting of non-competition restrictions imposed on Shuang-Lang Peng, AUO, Yu-Chieh Lin, Chin-Yung Fan, Hsiu-Mu Tang, Wei-Min Shen, Hsien-Ho Shen, Wei-Chen Wang, En-Te Hsu, and Chun-Hsin Chou. For details, please refer to the minutes of the 2023 Annual General Meeting.

85

2 2023 Board’ Meeting

Date of resolution Important resolutions Executive Summary
2023.02.23 1.
Recommendations for 2023 budget of salary raise
2.
Suggestion for 2023 managerial officers’ salary raise
3.
Approval for the managerial officers of the Company to obtain the employee stock warrants issued by
the subsidiary.
4.
Appointment of Wei Shi as the Company’s Chief Information Security Officer.
5.
2022 Evaluation on the Effectiveness of the Internal Control System, and the Statement of Internal
Control System
6.
Assessment on overdue accounts receivable and implementation of control measures that do not
need to be classified as loans to others.
7.
Distribution of the Company’s 2022 remuneration to employees and directors
8.
The Company’s 2022 financial statements and business report
9.
The Company’s earning distribution proposal
10.
Amendments to certain provisions of the “Corporate Governance Best-Practice Principles” and
“Sustainable Development Best-Practice Principles.”
11.
Time, venue and cause for convening of the 2023 annual general meeting.
12. Election of directors of 2nd Board of Directors and nomination of director candidates by the
Board of Directors(includingliftingof the non-competition restrictions imposed on directors).
All
matters
are
implemented
in
accordance with the
resolutions
of
the
meeting.
2023.05.04 1.
Assessment on overdue accounts receivable and implementation of control measures that do not
need to be classified as loans to others.
2.
The Company’s Q2 2023 financial report
3.
Equipment-related transactions between Epistar and Unikorn.
4.
Ennostar Group intended to participate in Unikorn’s cash capital increase for 2023, subject to the
upper limit for NT$400 million.
5.
Amendments to certain provisions of the “Risk Management Policy and Procedures.”
6.
Proposal to applywith financial institutions for the renewal of financingfacilities.
All
matters
are
implemented
in
accordance with the
resolutions
of
the
meeting.
2023.05.31 1.
Election of the 2nd Chairman
2.
Appointment of the 2nd Remuneration Committee members
3.
Appointment of the members of the 2nd ESG Committee
4.
Appointment of the President of the Company.
5. Amendments to certainprovisions of the “Rules of Procedure for SteeringCommittee Meetings”
All
matters
are
implemented
in
accordance with the
resolutions
of
the
meeting.
2023.08.03 1.
Assessment on overdue accounts receivable and implementation of control measures that do not
need to be classified as loans to others.
2.
The Company’s Q2 2023 financial report
3.
Change of the Company’s address
All
matters
are
implemented
in
accordance with the
resolutions
of
the

86

Date of resolution Important resolutions Executive Summary
4.
Proposal to establish the “Corporate Governance and Nomination Committee.”
5.
The subsidiary with one single legal person shareholder wholly owned by the Company in Taiwan
proposed not to establish the board of directors but appoint one director to exercise the board of
directors’ functions.
6.
Delegation of Internal Audit Office’s administrative affairs
7.
The Company intends to acquire from the related party, Yenrich Technology Corporation, the whole
equity held it in Leadstar Micro-Crystal Display Corporation (Jiangsu) Ltd. in Mainland China.
8.
Additional reduction of capital expenditures.
9.
Agreement to change the custodian of the seals exclusively used for endorsements/guarantees.
10.
Proposal to set the capital reduction record date for the cancellation of the Company’s shares held by
Epistar.
11.
Loaning of the fund, NT$500 million, Unikorn Semiconductor
12.
Recommendations for 2022 distribution of employee remunerations to managerial officers (profit-
sharing)
13.
Salary proposal for the new President.
14.
Appointment of and salary proposal for the new managerial officers.
15.
Recommendation on the signingbonus of Unikorn’s President
meeting.
2023.11.03 1.
The Company’s 2024 audit plan
2.
The Company’s Q2 2023 financial report
3.
Amendments to certain provisions of the “Procedures for Transactions between Affiliated Parties and
Group Enterprises” and “Regulations Governing Performance Evaluation on the Board of Directors
and Functional Committees.”
4.
Additional capital expenditure budget for 2023 by Epistar Sub-Group.
5.
Assessment on the independence and competence of external auditors
6.
Proposal to apply with financial institutions for the renewal of financing facilities.
7.
Amendment to Regulations Governing the Distribution of Fixed and Variable Remunerations to
Directors
8.
Recommendations for 2024 incentive measures
9.
Recommendations for percentage of appropriating the 2024 employee and director remunerations
10.
Recommendations on long-term incentive plan (LTI) for managerial officers
11.
Recommendations for distributing2023 variableyear-end reward to managerial officers
All
matters
are
implemented
in
accordance with the
resolutions
of
the
meeting.

3.3.15 From the most recent year up to the date of publication of the annual report, if board directors or supervisors had different opinions on important resolutions approved by the Board of Directors with records or written statements, the main content of the opinions: None.

87

  • 3.3.16 From the most recent year up to the date of publication of the annual report, summary of resignation and dismissal of the Company’s chairperson, president, accounting officer, finance officer, internal audit officer, corporate governance managerial officers and R&D officer: None.

  • 3.3.17 Acquisition of certificates and related documents by the Company and personnel with transparent financial information, as requested by the competent authority

requested bythe competent authority
License number ofpeople
Audit Finance
Certified Internal Auditor(CIA) 1
Certified Public Accountant(CPA) 1

3.4 Information of CPA audit fee

Unit: Thousands of NTD Unit: Thousands of NTD
CPA Firm Name of CPA Audit period Audit fee Non-audit fee Total
PwC Taiwan Tien-Yi Li
Chien-HungChou
2023.01.01~
2023.12.31
9,700 4,729 14,679
  • Note 1: The non-audit service fees are the three-tiered transfer pricing document, industrial and commercial registration, and dissolution and liquidation of a subsidiary.

  • Note 2: If the audit fee of the year is less than that of the previous years after changing CPA firm, then the audit fee before and after the change and the reason for change shall be disclosed: Not applicable.

  • Note 3: If the audit fee is less than that of the previous year by over 10%, then the less amount of audit fee, its proportion, and the reason shall be disclosed: Not applicable.

3.5 Replacement of CPAs: None.

3.6 Information on the company’s chairman, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: None.

88

3.7 Changes in the transfer or pledge of shares by directors, managers, and shareholders holding over 10% of the shares

3.7.1 Changes in the transfer of shares by directors, managers, and major shareholders

Unit: Shares Unit: Shares
Title Name 2023 For theyear 2024 uptill 2/29
Increase
(decrease) in
shareholdings
Increase
(decrease) in
pledged
shares
Increase
(decrease) in
shareholdings
Increase
(decrease) in
pledged
shares
Chairman and President Shuang-LangPeng 100,000 0 0 0
Director and 10% shareholdinghareholder AUO CORPORATION. 0 0 0 0
Representative ofjuristicperson director Yu-Chieh Lin 0 0 0 0
Director and President of subsidiary Chin-YungFan 0 0 0 0
Director and President of subsidiary Hsiu-Mu Tang 0 0 0 0
Independent Director Wei-Min Shen 0 0 0 0
Independent Director Hsien-Ho Shen 0 0 0 0
Independent Director Wei-Chen Wang 0 0 0 0
Independent Director En-Te Hsu 0 0 0 0
Independent Director Chun-Hsin Tsou 0 0 0 0
Executive deputy general manager Feng-ChengSu 25,929 0 0 0
Vice President Po Yi Chang 0 0 0 0
Vice President Lin-Tien Yang 0 0 0 0
Vice President Wei-Shih 0 0 0 0
Vice President Cun-JhongLi 0 0 0 0
President of subsidiary Jin-XiangWen 0 0 0 0
Vice President of subsidiary Chen,Ou 0 0 0 0
Vice President of subsidiary Ming-Da Jin 0 0 0 0
Vice President of subsidiary Ming-Xun Hsieh 0 0 0 0
Vice President of subsidiary Chih-Jie Lai 0 0 0 0
Vice President of subsidiary Li-ChengHung 0 0 0 0
Vice President of subsidiary Chung-MingWeng 5,000 0 0 0

89

Unit: Shares Unit: Shares
Title Name 2023 For theyear 2024 uptill 2/29
Increase
(decrease) in
shareholdings
Increase
(decrease) in
pledged
shares
Increase
(decrease) in
shareholdings
Increase
(decrease) in
pledged
shares
Vice President of subsidiary Chia-Lin Chen 0 0 0 0
Vice President of subsidiary Meng-Yi Lin 13,000 0 0 0
Vice President of subsidiary Chao-Nien Huang 0 0 0 0
Vice President of subsidiary Wan-Ji Hsu 0 0 0 0
Vice President of subsidiary Shan-Hua Wu(Note 2) 0 0 0 0
Vice President of subsidiary Chi-ChungChao(Note 3) 0 0 0 0
Vice President of subsidiary Hsiao-HengHo(Note 3) 0 0 0 0
Vice President of subsidiary Wen-Chieh Kuo(Note 3) 0 0 0 0

Note1 : Those who are in office as of the publication date of the annual report. Note2 : Increase (decrease) in shareholding, calculated from the taking office of new manager on 2023/09/01 Note3 : Increase (decrease) in shareholding, calculated from the taking office of new manager on 2024/01/19

3.7.2 Information of shares transferred: None.

3.7.3 Information of shares pledged: None.

90

3.8

91

==> picture [455 x 284] intentionally omitted <==

92

  • 3.9 The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the Company.
December 31,2023 December 31,2023
Non-
consolidated
affiliates
Ownership by Ennostar Ownership by directors,
supervisors, managers
and directly/indirectly
owned subsidiaries
Total ownership
Number of
shares
Percentage
%
Number of
shares
Percentage
%
Number of
shares
Percentage
%
Epistar
Corporation
1,116,479,188 100 0 0.00 1,116,479,188 100
Lextar Electronics
Corp.
514,916,380 100 0 0.00 514,916,380 100
Harvestar
Investment Corp.
115,000,000 100 0 0.00 115,000,000 100
Calystar
Investment Corp.
44,000,000 100 0 0.00 44,000,000 100
Precistar
Investment Corp.
48,000,000 100 0 0.00 48,000,000 100
Praistar
Investment Corp.
27,000,000 100 0 0.00 27,000,000 100
Manastar
Investment Corp.
100,000 100 0 0.00 100,000 100
Amengine
Corporation
6,922,000 75.96 0 0.00 6,922,000 75.96
Unikorn
Semiconductor
Corporation
65,700,000 19.53 129,215,020 38.40 194,915,020 57.93
*Tyntek
Corporation
(TWSE: 2426)
23,799,000 7.92 21,433,000 7.13 45,232,000 15.05
*GCS HOLDINGS,
INC.(TPEx 4991)
9,028,000 8.11 15,513,000 13.96 24,541,000 22.07
*LEADSTAR Micro-
Crystal Display
Corporation
(JiangSu)Ltd.
RMB
100,900,000
25.22 RMB
72,433,300
18.11 RMB
173,333,300
43.33

*Note: Long-term investments made by the Company with the equity method.

93

4.1

11101055630

==> picture [431 x 73] intentionally omitted <==

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

Types of shares
Common shares 752,940,460 747,059,540
1,282,377
----- End of picture text -----

==> picture [114 x 35] intentionally omitted <==

94

4.1.2 Composition of Shareholders

Composition of
shareholders
Amount


Government
agencies

Financial
institutions

Other
juridical
persons
Foreign
institutions
and natural
persons
Domestic
natural
persons
Total
Number of
shareholders
1
17
379 362 129,381 130,140
Shareholding 1,979,000 11,595,529 181,785,991 112,399,369 447,024,071 754,783,960
Shareholding
percentage(%)
0.26 1.54 24.09 14.9 59.21 100.00

Note 1: Before the date of report publication, the stock transfer has not been closed. The above table shows the number of shares owned and total issued shares based on the most recent stock transfer closure date which is April 2, 2023.

4.1.3 Diversification of Shareholdings

(1) Common shares

ommon shares
Face value per share,NTD 10
Shareholding Range Number of
shareholders
Shareholding Shareholding
percentage(%)
1~
999

56,844
12,170,818 1.61
1,000~
5,000

58,524
118,001,233 15.63
5,001~
10,000

7,664
58,989,837 7.82
10,001~
15,000

2,358
30,216,275 4
15,001~20,000
1,433
26,215,700 3.47
20,001~
30,000

1,227
31,183,055 4.13
30,001~40,000
545
19,370,477 2.57
40,001~
50,000

333
15,440,951 2.05
50,001~100,000
666
47,797,804 6.33
100,001~200,000
308
42,848,508 5.68
200,001~400,000
119
33,877,202 4.49
400,001~600,000
28
13,545,712 1.79
600,001~800,000
22
14,747,550 1.95
800,001~1,000,000
13
11,978,021 1.59
Over 1,000,001
56
278,400,817 36.89
Total 130,140
754,783,960

100.00 %

Note 1: Before the date of report publication, the stock transfer has not been closed. The above table shows the number of shares owned and total issued shares based on the most recent stock transfer closure date which is April 2, 2023.

(2) Preferred Share: None.

95

4.1.4 List of major shareholders

Unit: Shares

List of major shareholders Unit: Shares
Shares
Name of major shareholders

Number of shares
held(shares)
Shareholding
percentage(%)
AUO CORPORATION. 93,568,898
12.40%
RonlyVenture Corp. 20,686,050
2.74%
KonlyVenture Corp. 16,413,457
2.17%
JPMorgan Chase Bank N.A., Taipei Branch in custody
for Vanguard Total International Stock Index Fund, a
series of Vanguard Star Funds
9,214,740
1.22%
Vanguard Emerging Markets Stock Index Fund, A Series
Of Vanguard International EquityIndex Funds

9,159,726

1.21%
Taiwan Life Insurance Co.,Ltd. 7,618,000
1.01%
Tai Power Enterprise Corporation 7,038,743
0.93%
Polunin DevelopingCountries Fund, LLC 6,702,000
0.89%
Wan-TingTseng 5,451,000
0.72%
United Microelectronics Corporation 5,357,495
0.71%

Note 1: Before the date of report publication, the stock transfer has not been closed. The above table shows the number of shares owned and total issued shares based on the most recent stock transfer closure date which is April 2, 2023.

4.1.5 Information on market price, net worth, earnings, and dividends per share for the most recent two years

Unit: NTD

most recent two years recent two years Unit: NTD
Item Year
2023
2024
(As of 2/29)
Market price per
share
Highest 57.20
52.10
Lowest 41.20
44.50
Average 47.85
49.49
Net worth per
share
Before distribution 63.03
Note 4
After distribution 62.12
Note 4
Earnings per
share
The weighted average number of shares (shares in
thousands)

751,658

Note4
Earningsper share (9.02)
Note4
Dividend per
share
Capital surplus Cash distribution 0.90
Stock grants Stock dividends from earnings 0.00
Stock dividends from capital
surplus
0.00
Accumulated unpaid dividends
Analysis of return
on investment
Price-to-Earnings(P/E)Ratio(Note 1) (5.30)
Price to dividend ratio(Note 2) 53.17
Cash dividendsyield(%)(Note 3) 1.88

[Adopt IFRS Standards (Consolidated entities)]

Note 1: Price to Earnings ratio = average closing price per share for the year/earnings per share.

Note 2: Price to dividends ratio = average closing price per share for the year/cash dividend per share.

Note 3: Cash dividends yield = dividend per share/average closing price per share for the year.

Note 4: As of the date of the annual report publication, the 2024 Quarter 1 Financial statements have not yet been completed; Thus, not applicable temporarily.

Note 5: The company's articles of association stipulate that the surplus shall be distributed annually, and if it is done in cash, the board of directors shall be authorized to resolve. On February 23, 2024, the company passed the resolution of the board of directors that cash will be distributed through capital surplus.

96

4.1.6 Dividends policy and implementation

(1) Dividends policy

Considering the characteristics of the industry where the Company operates, the earnings are distributed annually. Based on factors such as the Company’s current and future development plans, investment environment, capital demand, and domestic and foreign competition conditions, while taking shareholders’ interests and capital adequacy ratio into account, it is determined by the Board of Directors. The principle is 10% to 80% of the after-tax profit of the concerned year, and the proportion of cash dividend distribution to shareholders shall not be less than 10% of the total dividends distributed.

After the Board considers the Company’s operations, appropriate cash is retained, and 10% of the earnings is provided as the legal reserve and special reserve. The distribution principle is still maintained such that no less than 20% of the after-tax profit of the year will be distributed.

  • (2) The stock grants proposed by the Board of Directors

Unit: NTD

Unit: NTD
Shares
Year
Resolution of Board of
Directors
Approved the dividend
distribution date
Shareholders dividend

Cash dividend
Capital surplus
Cash distribution
Stock dividends
from earnings
2023 2024.02.23 0
(NTD 0per share)
677,646,414
(NTD 0.9per share)
0
(NTD 0per share)
  • (3) Expected dividend policy will have a significant change in circumstances: None.

  • 4.1.7 The effect of the stock dividends proposed at the shareholders' meeting on the Company's business results and earnings per share: Not applicable.

4.1.8 Profit sharing remuneration for employees and directors

  • (1) The percentage and scope of the employees, directors, and supervisor’s remuneration as stated in the Company’s Articles of Incorporation
Item Percentage and scope
Employees
remuneration
Depending on the profit status for the current fiscal year, the
Company will set aside 0.1%~15% for employee remuneration;
The employee remuneration can be paid in the form of stock or
cash, and the recipient of the payment incincludes employees
of subordinate companiesqualifyingthe conditions.
Directors
remuneration
Depending on the profit status for the current fiscal year, the
Company will set aside 2% as the director’s remuneration; The
director’s remuneration can onlybepaid in the form of cash.

Note: The employee and director remuneration shall be approved by majority of the directors in a meeting attended by two-thirds or more of all directors, and the resolution shall be reported to the shareholder’s meeting.

(2) The estimate basis for the estimates of employees’ and directors’ remuneration of the current period (2023) is based on the calculation basis for the number of shares for the distribution of the shares as employees’ remuneration and the appropriation in accounting when there are differences between the actual distributed amount and the estimated amount.

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The basis for the estimate of the employee’s and director’s remuneration and fees is the board will formulate according to the Company’s articles of incorporation and the laws and regulations, and reference standards by industry peers. If the board decides to pay employee remuneration in the form of stock, the number of stocks shall be calculated based on the remuneration amount decided at the board meeting divided by the closing price one day before the board decision. If the Board of Directors subsequently modifies the estimates significantly, the Company will recognize the change as an adjustment in the profit or loss in the subsequent period. The difference between the estimation and the resolution of the shareholders’ meeting will be recognized in profit or loss in the subsequent year.

  • (3) 2023 State of the remuneration distribution approved by the Board of Directors

Unit: NTD

Item Account estimate Account estimate Board of Directors
resolution(2023.02.23)
Board of Directors
resolution(2023.02.23)
difference
number
% Amount % Amount
Directors’
compensation(cash)
0% 0 0% 0 0
Employees’
compensation(cash)
0% 0 0% 0 0
Total 0 0 0
  • (4) 2022 State of the actual distribution of directors’ and employee’s remuneration:
Item Board of Directors
resolution(2023.02.23)
difference
number
Reason
Directors’ compensation(cash) 0 0 None
Employees’ compensation(cash) 3,952,034 0 None
Total 3,952,034 0 None
  • 4.1.9 Status of re-purchase of the Company’s shares: None.

4.2 Issuance of Corporate Bonds: None.

4.3 Preferred Shares: None.

4.4 Issuance of Overseas Depositary Shares: None.

4.5 Status of Employee Stock Option Plan: None.

4.6 Status of New Restricted Employee Shares: None.

  • 4.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.

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4.8 Financing Plans and Implementation:

Raising new capital by issuing new common shares offered through private placement in 2022

4.8.1 Content of the plan

The Shareholders Meeting resolved to pass the offering of 70,000,000 common shares in 2022 through private placement in a session dated May 31 2022. Prospective investors are AUO Corporation and Innolux Corporation.The Board resolved to set June 24 2022 as the pricing day in a session dated June 24 2022. The subscription/issuance price was set at Nt$51.82/share at 10% discount of the reference price and July 8 2022 will be the day of capitalization pending on the fully payment of capital investment. The common shares through private placement will be delivered on August 31 2022. The prospective subscribers are AUO Corporation and Innolux Corporation.

  • 1 Source of capital

  • A total of 70,000,000 shares will be offered in this issue of private placement with face value at NT$10/share and the issuing price is NT$51.82 with a total of $3.6274 billion raised. If there is still an amount short, the Company will resort to bank loans or equity capital.

  • 2 The use of fund

  • The capital will be used as capital expenditure for the construction/installation of a foundry exclusively designed for the 6” Micro LED, procurement of epitaxy production process and chip processing related equipment.

  • 3 The content of previous changes in the plan, the reason for the change, the result before and after the changes, and the date on which the change in the plan was presented to the Shareholders Meeting: not applicable

  • 4 The date for declaring at the website designated by Securities and Futures Bureau.

  • The price is required to be declared on June 24 2022 and the information on the full payment of investment is required to disclose at the website of MOPS on July 8 2022.

4.8.2 Status of execution

Unit: NTD Thousand

Theprojectplan Theprogress Theprogress
The construction/installation
of
a
foundry
exclusively
designed for the 6” Micro
LED( procurement of epitaxy
production process and chip
processing
related
equipment).
Amount used Projected 1,023,000,000
Actual 101,665,401
Progress (%) Projected 88.27%
Actual 26.36%

All the funds raised from the private placement will increase the capital of the

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100%-owned subsidiary, Epistar Corp. (hereinafter referred to as Epistar). The funds raised from the capital increase by Epistar will be used for project expenditures such as the 6-inch fab dedicated to Micro LED, and purchase of equipment related to epitaxy process and grain process.

The global consumer market demand has been affected by war, inflation, lift rate, industrial inventory adjustments, and drastic decline of customer demand. As a result, the development of Micro LED technology and market demand have been slightly delayed. The Company adjusted the speed of capacity construction slightly, but the goal of mass production of Micro LED remains unchanged.

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5. Operation Overview

5.1 Business Contents

5.1.1 Business Scope

  1. Main Business Contents

  2. The Company is an investment holding company, mainly investing in optoelectronic semiconductors and other related industries, including “epi wafers and chips” and “packaging and modules.” The business scope is as follows:

  3. (1) R&D, manufacturing and sales of epiwafers and chips Manufacture of the epi Wafers and chips for high-luminance AlGaInP LED, Indium Gallium Nitride (InGaN) LED and infrared Aluminum Gallium Arsenide (AlGaAs), including epi wafers and chips for optical communication and sensor products.

  4. (2) R&D, manufacturing and sales of packaging and modules Packaging components and modules for backlight, lighting, automotive, sensing, invisible light (UV, IR), vertical cavity surface emitting laser (VCSEL), RGB display and other products.

  5. Operating Proportion in 2023

Unit: NT$ thousand

perating Proportion in 2023 Unit: NT$ thousand
Item Sales amount % of sales
Chip/wafer 14,556,865 65.26
Packagingand Module 6,674,594 29.92
Other 1,074,221 4.82
Total 22,305,680 100.00

Note: IFRS (consolidated entity) is adopted.

3. Current products (services) items

The Company's main products include “epi wafers and chips” and “packaging and modules,” which are described below:

(1) Epi wafers and chips

Subject to the different luminous colors and materials, the product types are classified as follows:

are classified as follows: are classified as follows:
Glow color Material Product type
High brightness Red AlGaInP Epi wafers and chips
Orange
Yellow
Yellow-green
Green InGaN
Blue
UV
Infrared AlGaAs

(2) Packaging and Modules

According to different application fields, the product types are classified as follows:

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  - A. Packaged components, modules and finished products for automotive lighting applications.

  - B. Packaged components and modules for automotive backlight applications.

  - C. Professional packaged components, modules and finished products for special lighting applications.

  - D. Packaging and modules for sensing applications.

  - E. Packaged components for VCSEL sensing applications.

  - F. Packaged components and modules for RGB display.
  1. New products (services) planned to be developed.

  2. (1) Optoelectronic semiconductor epi wafer and chip products: LED Epi Wafers & Chips applied to automotive lighting, automotive backlighting, sensors, RGB displays, and advanced display technologies.

  3. (2) Optoelectronic semiconductor packaged components and modules: LED packaged components and modules applied to automotive lighting, automotive backlighting, sensors, RGB displays, and advanced display technologies

5.1.2 Industry Overview and Development

  1. Industry Overview and Development Taiwan’s LED industry has a relatively complete industrial chain, and its process technology is able to lead the global market. In recent years, Taiwan’s LED industry has proactively developed high value-added and highend application market technologies (such as Mini LED, Micro LED) to create a new era and seize the opportunity to pursue profit at first.

  2. In the LED display application market, based on the comparison between the characteristics of Micro LED and OLED (Organic Light-Emitting Diode), Micro LED has relative advantages in brightness, energy consumption, response speed, and service life. For the time being, the bottleneck of Micro LED technology has been gradually overcome. When the technology, quality, cost and market demand all reach the sweet spot in the future, the Company may have the chance to occupy the mainstream position of the next generation advanced displays.

The overview of development of the main application markets in the LED industry is described as following, primarily in terms of six major aspects:

  • (1) Automotive application market

  • Primarily consist of three aspects, namely automotive lighting, automotive display and automotive sensor.

  • In terms of automotive lighting, it can be divided into exterior lighting and interior lighting.

Exterior lighting: The demand for smart headlights has become the

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market trend. ADB Headlights can expand the driver’s vision at night to increase the response time to obstacles ahead. The glarefree high beams can reduce the unpleasant feeling of the preceding vehicle, oncoming traffic and pedestrians.

Interior lighting: In recent years, major automakers of Europe and the USA have successively implemented the application of ambient lighting in mid-to-high-end cars. They can be adjusted according to different usage scenarios and different user status, thus enhancing the feeling of space for car owners and passengers, and meeting car owners’ personal and characteristics display demand. Ambient lighting is gradually developing from single color to standard 64 colors, standard 7 colors and other multi-color direction, and with the development of driving IC and controller, it provides dynamic atmosphere display function.

  • In terms of automotive display, it will develop toward the trend of full-vehicle display, special-shaped or transparent display, and high resolution.

Following the era of new energy vehicles, the traditional dashboard, central control screens, and in-vehicle entertainment systems have been upgraded. This includes large-screen in-vehicle display panels that combine the dashboard with central consoles, as well as emerging in-vehicle display applications such as smart cabin electronic devices, e.g., HUD, transparent A-pillars, and transparent sunroofs. The development of smart cabins and new energy vehicles will also drive the rapid growth of n-vehicle display screens. Automotive displays are also developing in line with large-scale, high-resolution, multi-display, and multi-form trends. The fullcoverage LCD screen design can provide the driver with information in a more intuitive way, and may become the mainstream in the future. The European, US, and Chinese automaker have all started to implement the pass-through large-screen design for vehicles since 2022. Further, HUD products have gradually become the popular vehicle equipment as the advanced assisted driving information is becoming more and more abundant, and have been proactively implemented by major international automakers, including resin lens and glass flat projection in the past, and ARHUD solutions, which may penetrate the market due to their coolness and safety. HUD falls within the scope of application of Micro LED. Leading manufacturers have successively launched Micro LED HUD display products with a transparency of more than 70%. With their high-resolution, flexible and special properties, they have passed the test in a high and low temperature extreme environment for automobiles and, therefore, became one of the HUD solutions step by step.

  • In terms of the in-vehicle sensor, it may be divided into in-vehicle and off-vehicle sensor. For the in-vehicle sensor, EU has made it mandatory for new cars to be equipped with a Driver Monitoring

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System (DMS) in July 2022. Meanwhile, it shall be equipped with Occupant Monitoring System (OMS) as of 2022. Governments of the other countries are also proactively promoting the implementation of DMS and OMS, which all drive the rapid rise of the DMS/OMS system market. As vehicles move toward a higher level of autonomous driving, it has become an irreversible trend to be equipped with advanced driver assistance systems (ADAS) that can collect relevant information about the interior and exterior of the vehicle in real time, including static and dynamic object recognition, detection and tracking. For newer LiDAR (Light Detection and Ranging) applications in ADAS, common types of laser beams include ultraviolet, visible, and infrared, and the wavelengths of 600–1,500 nm are the most common. LiDAR has been identified as a necessary sensor for autonomous driving L4L5, which is why OEMs have begun deployment of LiDAR to accumulate databases and improve accuracy.

According to TrendForce’s analysis, the main growth momentum of the automotive market comes from headlamps, ambient lighting, sign lamps, and automotive backlighting. TrendForce forecasts that the automotive LED market will grow from US$3.32 billion in 2023 to US$4.88 billion in 2028, with the CAGR reaching 8.0%. This will make the demand for automotive LED grow at the same time. LED products such as vehicle lights, sensor components, and display panels, covered by electric vehicles, will play the main role in driving the industry’s growth.

==> picture [404 x 167] intentionally omitted <==

Source: TrendForce (March 2024)

  • (2) Mini LED market

  • The Mini LED application market can be divided into two major areas: LCD backlight and direct display. Among the other things, the backlight products are mainly concentrated in the field of displays no more than 110 inches, which are applied to TVs, e-sports, high-end notebooks, and automotive LCD backlights. The Mini LED backlight solution adopts miniature (75–300 μm) LED chips as the backlight source. Compared with the edge-type backlight solution, this solution delivers the

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advantage residing in adjustable regional brightness, high contrast, high resolution, and HDR display effect. TrendForce forecast that the output value of the global Mini LED backlight market would increase from US$309 million in 2023 to US$502 million in 2028, with the CAGR reaching 10.2%.

==> picture [360 x 155] intentionally omitted <==

Source: TrendForce (March 2024)

In the area of direct view display, the Mini LED direct view monitor is mainly applied to the display market of panel size larger than 110”. Under the constraint of cost, Mini LED is mainly applied to commercial and professional display market for the time being, including traffic control centers, security control center, and indoor and outdoor commercial display. With the increase of players in market, and the declining production cost of Mini LED direct view display, the development of related applications will be accelerated. According to the forecast of TrendForce, the market value of the Mini LED display will grow from USD122 million in 2023 to USD594 million in 2028 at CAGR of 37.3%.

==> picture [380 x 163] intentionally omitted <==

Source: TrendForce (March 2024)

  • (3) Micro LED market

The technology of light source for Micro LED display is mainly consisted

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of 2 technological platforms: 1. RGB Mass transfer type 2. Monolithic type

The RGB Mass transfer type is composed by the Micro LED chip of R, G, B through the massive transfer technology to form pixels. The advantage of this direct view display is high quality pixel, high contrast, and energy efficient, and is mainly applied to large video screen or TV wall. The monolithic type is based on the design of different LED epitaxial structure or transfer of substrate in the manufacturing of highresolution micro display featuring R, G, B full color LED light source, and is mainly applied to AR (augmented reality), VR (Virtual Reality), MR (mixed reality) and related wearable display market. In the future, it could be used in automotive display, special area digital display. Yet, Micro LED is still confronted by the challenges of a few critical elements, including the cost, yield rate, wavelength uniformity of LED chips, and the driving lamination technology and the massive transfer production process.

Micro LED is applicable to different sizes of display: from the small size AR/VR, wearables, smart phone, tablet PC, Notebook PC, automotive display, to big screen display (like advertising board, and TV), and the extra small pitch LED display. This type of Micro LED display features high PPI, high gray scale, high contrast to make the screen display fine and flawless. This may replace LCD, PDP, and the DLP technologies and enjoy rapid growth in different types of application, including situation command and control centers, public monitoring and command center, radio and TV broadcast centers, and advertisement in exhibitions. The development is promising. TrendForce forecasts that the Mini LED market scale will increase from US$27 million in 2023 to US$579 million in 2028, with the CAGR reaching 84.0%.

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Source: TrendForce (March 2024)

  • (4) Invisible LED market

In the invisible LED market, it could be classified into IR and UV markets. ◼ Infrared application market

IR sensor has been extensively used in the 3D sensor function of mobile

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phone and tablet PC, and could be extended to AR/VR, facial recognition, and the application markets of gesture control, or robotic sensor, industrial automation, and unmanned driving. In addition, the extensive infection of the COVID-19 intensified the tightening of control for the prevention of the pandemic that the demand for indoor human traffic control and remote sensor also thrived. In the wake of the increasing popularity of wearables, biological detection application extended to the development of wearables featuring heartbeat, oximetry, and blood sugar measurement. Major brands of terminal sensor products in the USA and Korea also moved from Smart Watch to TWS. TrendForce forecasts that the global Mini LED backlight market scale will increase

==> picture [359 x 154] intentionally omitted <==

from US$255 million in 2023 to US$358 million in 2028, with the CAGR reaching 7%.

Source: TrendForce (March 2024)

◼ UV application market

UV-A LEDs are primarily applied to exposure machines and LCD laminating machines in the light-curing market, 3D printing, offset printing, and printing markets, as well as the yellow light applications of fabs. TrendForce forecasts that the UV LED backlight market scale will increase from US$164 million in 2023 to US$309 million in 2028, with the CAGR reaching 13.4%.

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Source: TrendForce (March 2024)

(5) Backlight market

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The backlight market primarily focuses on the application of medium/large-size panels, including large-size TV backlights, and IT application fields of medium size (including notebook and monitor) backlights. In 2023, China’s economic recovery after the lifting of the lockdown was less than what was expected. Besides this, the Russia– Ukraine War and high inflation continued and thereby the demand for TV and IT panels became weak. In 2024, driven by the organization of international events such as the Olympics and the demand for AI PCs, there is an opportunity to drive the demand to become strong in the backlight market.

  • (6) LED professional lighting market LED has also been developed positively in the area of special lighting, such as: biometric lighting, plant lighting, industrial lighting, medical lighting, safety warning, smart home lighting, which are thriving. The future is promising.

    • Taking human-based lighting as an example, the system combination of human-based lighting and smart lighting is another niche market for LED lighting. According to research, artificial light source lighting can affect the secretion of melatonin, which in turn interferes with the operation of the human body's biological clock. Different emission spectra have different circadian action factors (CAF), which in turn affects the secretion of melatonin. Under the condition of high CAF, the light source can inhibit the secretion of melatonin, making people feel awake and invigorating, which is suitable for the working environment during daytime. Under the condition of low CAF, the light source can avoid excessive suppression of melatonin secretion, and the circadian rhythm can be adjusted by adjusting the wavelength of the light source with the same color temperature. This technology is applied to various fields in residential areas as well as learning and working environments, and can greatly improve the added value of human-induced lighting products.
  • Relationship Between the Up, Mid and Down Streams of the Industry The LED industry in general could be classified as the Substrate, epi wafer, and chip manufacturing at upstream, packing and module manufacturing at mid-stream, and the application industries developed at downstream, which is shown in the diagram below.

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LED industry supply chain structure

Upstream Substrate, Epi wafer, Chip

Midstream Package, Module

Downstream Applications (LCD BLU, Lighting, Signages, Automotive……)

Source: Compiled by Ennostar in March 2024

A brief introduction is as follows:

A brief introduction is as follows:
Industry Product Process Description
Upstream (epitaxy) Substrate
Epi wafer
In the manufacturing process, one or
several layers of epitaxy were piled on
the substrate for form epi wafer
containing different chemical elements
through chemical reaction and
solidification.
Upstream (chip) Chip The metal electrodes at both ends of the
LED are fabricated by metal evaporation
on the epi wafer, and then the mask
etching and heat treatment are carried
out on the epi wafer. Subsequently, the
substrate is ground thin and polished,
and then cut and cracked into a single
LED chip.
Midstream
(packaging)
Packaging The midstream is mainly the packaging
business, and its manufacturing process
includes crystal fixation, wire drawing,
cutting or stamping, testing and
packaging. According to different
packaging technologies, chip packaging
has the component types of lamp, digital
display, dot matrix and surface mount.
Downstream
(module)
Backlight module
finished items of
lighting
Vehicle lighting
RGB display
Sensor module
The primary application at downstream
includes backlight module, finished items
of lighting, vehicle lighting, RGB display,
and sensor module.

Source: Compiled by Ennostar in March 2024

  1. The application and development trend of LED products: Among the LED related products, the Company is committed to developing

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the three main application markets, including “automotive application market,” “advanced display application market” and “smart sensor application market,” in addition to the “new field application market”: (1) Automotive application market

==> picture [343 x 143] intentionally omitted <==

◼ Automotive backlight displays

With the digitization of the car cabin, car displays including dashboard, central console display, passenger seat display, rear-seat entertainment, electronic rear-view mirror, head-up display and other applications have implemented more larger LCD displays. The specifications of automotive displays are developing in line with the trend for high resolution, high brightness, high color rendering, low energy consumption and thinness. Therefore, single-chip LCD backlights need more LEDs, especially for the implementation of direct-lit backlighting solutions and applications. The Company will continue to drive the increase in the demand for LED. In order to meet the needs for high dynamic contrast, regional dimming, wide-color gamut, and high performance, the development of direct-lit Mini LED light sources has become one of the important technologies for the next generation automotive backlight displays. Unlike consumer displays, which are facing the challenge resulting from increasing adoption of OLED displays, automotive LCDs still have obvious advantages residing in reliability and cost. The LCD group continues to develop automotive products that are ultra-thin, high dynamic contrast (HDR), and high color saturation. Meanwhile, due to the increase in consumption of automotive LED, the percentage of cost thereof increases relatively. Therefore, such products play one of the key components in this development trend.

◼ Automotive lighting market

In the development of automotive lighting products, high-luminance LEDs with features such as longevity, power conservation, and instant response have rapidly become popular and are now used in both the interior and exterior of cars. The use of LEDs for automotive lighting has expanded from high-end vehicles to the mid-tier mainstream market, and LEDs have become standard equipment. High-end car makers continue to work with lamp manufacturers to develop projection or fine

110

matrix headlamps, which have both the functions of road condition illumination and communication between people and vehicles. This development is driving mid-term and long-term business opportunities for single high-power LEDs or multiple Mini LEDs. As the self-driving function gradually matures, the activities in which the driver’s seat may engage will become more flexible. It is expected that the number of various curved/flat displays in the cockpit will increase accordingly. The business opportunities for Mini LED backlight, etc., are expected to expand step by step. The evolution of the multi-functional smart cockpit will also drive the business opportunities for various mood lights in the car, and the demand for high-quality lighting comparable to sunlight and RGB LED will increase.

The application scope of automotive LED lighting can be mainly divided into headlights, interior lights, exterior indicator lights and other applications.

Headlights

==> picture [10 x 9] intentionally omitted <==

Including smart headlights, low beam, high beam and fog lights, primarily functioning to provide the driver with exterior lighting. The development of smart headlights, including matrix LED headlight sets, sensor components and lighting control modules, not only provide exterior lighting, but also detect various environmental conditions outside the vehicle and actively adjust the brightness and angle of the lighting.

Interior lights

==> picture [9 x 10] intentionally omitted <==

Including the light sources required for various instruments and control units in the vehicle, such as indoor lighting, mood lights, dashboard lights, reading lights, door lights, and trunk lights. The smart cockpit has been evolved for multiple scenarios, including office, recreation, entertainment and other different scenarios, thereby driving the increase in the penetration rate of various mood lights in the car, and combined with the driver IC to become an Intelligent Ambient light or bring exclusive dynamic scenario effects for users.

Exterior indicator lights

==> picture [9 x 9] intentionally omitted <==

Exterior lighting mainly includes lighting at night or at the time of poor vision (e.g. daytime running lights and license plate lights) and signal indicators (e.g. brake light, turn signal, taillight, third brake light and reversing light), primarily functioning to provide the message of the exterior light signal to the personnel outside the vehicle.

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Development status of LED components in automotive lighting applications

==> picture [326 x 148] intentionally omitted <==

Source: TrendForce (2023)

◼ Automotive sensor

In automotive applications, in addition to said interior and exterior lighting, automobile intelligence is all the rage. In recent years, various brand car manufacturers have also begun to integrate infrared photography/smart car lighting functions, and new modules such as radar/lidar/ultrasonic comprehensive ranging, and applied the same to the interior/exterior of the vehicle. As a result, the room for growth of optoelectronic components, such as LED/VCSEL, in the automotive application market is upgraded.

A. In-vehicle sensor:

In terms of in-vehicle sensors, in response to the requirements of automotive safety regulations by various countries' governments, some countries have successively required the installation of Driver Monitoring System (DMS) in new cars. The European Parliament and European Council require that new cars shall be equipped with DMS after July 2022. The European New Car Assessment Program (Euro NCAP) has also included DMS and Child Presence Detection (CPD) as a scoring item. Various car makers have begun to implement facial recognition, eye tracking, iris recognition and other technologies. Cameras and infrared LED/VCSELs can be used to detect eyelid closure, blinking, gaze direction, yawning and head movements to detect driver status, find any problem early, and upgrade driving safety.

B. Off-vehicle sensor:

In terms of off-vehicle sensor, with the development of ADAS technology and maturity of laws & regulations, the United Nations Economic Commission for Europe (UNECE) amended the regulations in June 2022 to increase the maximum speed of ADAS for passenger cars and light vehicles from 60 to 130 km/h and allow automatic lane changes. Various car makers have introduced long/short-range LiDAR

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sensors, which are integrated with millimeter wave radar/ultrasonics/camera module technologies, and also various sensor technologies to improve safety. Meanwhile, the Company continues to strengthen the image software recognition function to achieve vehicle intelligence. As the LiDAR technology matures and the price is declining, it will bring new room for growth of optoelectronic components, such as LED/VCSEL/EEL.

(2) Advanced display application market

==> picture [325 x 166] intentionally omitted <==

Source: Ennostar (April 2024)

  • Medium and large-size TFT- LCD display backlight

LCD products are equipped with Mini LED of thin backlights, with thousands of direct-lit structures combined with Full Array Local Dimming (FLAD) technology. The backlight components characterize thin, high brightness, high contrast, and energy conservation. Since Monitor/TV products own COB and POB diversified solutions, their cost structure is more flexible.

Meanwhile, there are still positive demand drivers in the application market, including:

  • The average size of LCD TV has increased year by year. The average size of LCD TV has increased by about 5% year over year, e.g. 41.4 inches in 2015, 47 inches in 2019, and 50 inches in 2023. It is expected to exceed 52 inches after 2024, thus driving the demand for more LEDs.

==> picture [10 x 9] intentionally omitted <==

  • For the demand for ultra-high resolution (8K and 4K UHD), upon launch of ultra-high-resolution display products, the size of LCD TVs increased continuously, and the consumption of LEDs in higherresolution TVs also increased by 30%–50% on average compared to the same size TV.

==> picture [9 x 10] intentionally omitted <==

  • Demand for Wide-Color Gamut

==> picture [9 x 9] intentionally omitted <==

  • When the color performance increase from 70%–72% NTSC in 2009 to about 95%–99% NTSC at present, more LEDs will be required to compensate the brightness loss due to the reduction of phosphor

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conversion efficiency in the case of the increase in color gamut. The brightness loss will also increase the number of LEDs used in a single display.

  • High Dynamic Range functions

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  • The implementation of Mini LED technology to LCD panels not only can achieve the HDR1000 specification, but also present higher brightness and contrast than OLED series products, allowing users to receive better picture quality experience.

◼ LED large-size display board:

LEDs are extensively adopted in the market due to their ultra-high brightness and sharp contrast, especially in outdoor display applications under sunlight conditions, such as road traffic signs, traffic information display boards, and outdoor display advertising boards. In recent years, international events and large-scale exhibitions, including the Olympics, World Cup and others, have extensively applied LED display boards to create various sound and light effects and attract global attention. Products with higher specifications/higher performance continue to be developed, and are provided at more accessible prices, thereby causing the color LED large-scale display board application market to grow continuously.

In terms of product specifications and technology development, the pixels of outdoor full-color displays have changed from 10 mm pixel pitch to 3–5 mm pixel pitch. The surface mount packaging technology and module protection levels are also improving at the same time. Further, the indoor LED display’s pixel pitch keeps shrinking. The mainstream pixel pitch for the general background display applications is concentrated on P2.1, such as P2.3, P2.6, and P2.8. The Virtual Production (VP), which requires more brightness and display effect, and must be used for close-up shooting, adopts P1.2-P1.6 Mini LED display. Corporation & Education, Broadcast and Retail & Exhibition have also become the potential application markets for LED large-scale display boards. High-contrast LED displays using Mini LED or Micro LED have also been introduced in top-end retail and luxury housing markets. It is expected that LED displays will enter the “ultra-fine pitch” ≤P1.0 and become the main momentum to drive the industry growth.

  • The indication application market of electronic information products (Smart Display)

In recent years, the packaging technology of LED indicator lights has helped advance the general single-color indicator lights to high-end RGB multi-color, ultra-small, and thin ones. It is applied more extensively, such as network home appliances related products, e-sports keyboard and mouse products, the second display graphics of mobile devices, such as notebooks/mobile phones, smart speakers, and True Wireless Stereo (TWS).

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As the light source for information displays, LED may be applied to diversified products, e.g. LED displays characters, dot matrix graphics, or all information displays that display numbers, images, and indicator lights at the same time. In recent years, household appliances equipped with reminder functions have been emerging, such as the temperature display on the portable mug, the image display on the coffee machine, the humidity display on the dehumidifier, the smart refrigerator panel display, the display application on the smart speaker, and the display on the vehicle. LED indicators have been extensively applied to everyone’s life.

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Source: TrendForce (March 2024)

(3) Smart sensor application market

There are multiple applications of LED to smart sensor. LED light sources of different wavelengths, coupled with light-receiving components, may receive and sense signals. Related application markets include “infrared sensor for wearable devices” and “infrared sensor for smart home and smart door locks.” With the development of end products, in response to the trend of multi-functionality and miniaturization, the package design of sensor products has gradually developed from a single LED consisting of one transmitting IR LED with a light-sensor component to multi-transmitting and multi-receiving System in Package (SiP) packaging technology that can couple with optical sensor IC components. Generally speaking, infrared LEDs have improved the quality of human life in terms of security/recognition/biomedicine.

A. Wearable device infrared sensor

  • Because infrared LEDs have the characteristics of low power consumption and customized special wavelengths, they can be used to identify the user’s iris, tissue and other characteristics, and exert the accurate, unique, and portable characteristics of biometrics. The applications of health care and exercise monitoring are booming. Wearable devices, including smart watches, Bluetooth earphones, AR/VR, mobile phones and other end products, have successively adopted LED sensor related technologies. In terms of smart watches, with the prevalence of digital health, LED has

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gradually been implemented to detect heartbeat and blood oxygen, etc. It primarily uses the optical measurement method, photoplethysmography (PPG), and takes advantage of the characteristics of tissue absorption rate differences subject to different wavebands and adopts visible light and infrared light for matching to identify the optimal signal judgment to realize the function of physiological monitoring, allowing users to obtain the physiological information they need in a timely manner. The technology and function have successively become the standard configuration for smart watches. Meanwhile, with the growing popularity of True Wireless Stereo (TWS), this biometric detection function has the opportunity to be implemented as a valueadded product. SWIR (wavelength 1,000–1,700 nm) products can also be applied to biometric sensors. In addition to monitoring heart rhythm, it may also use multi-band infrared LEDs to detect important physiological indicators, such as blood oxygen and blood sugar.

  • B. Smart home, smart door locks, and infrared sensor for handheld devices Sensor applications exist in many scenarios. Take smart home-related applications as an example, the user login systems, such as access control, use infrared light sources and cameras with facial feature recognition to replace tedious setup procedures, such as password login. Handheld devices, such as mobile phones and tablets, have application scenarios similar to those for smart car door locks. Infrared LEDs are used to identify the user’s biometrics, such as face and iris, to unlock the device. The accuracy and exclusivity of biometrics is used to protect users’ property safety and personal data security.

Further, in the field of smart home appliances, cleaning robots have changed from being high-priced and having limited functionality to sweeping and vacuuming, to having added smart functions, such as automatic home flight return, scheduled cleaning, and voice mail setting, and even expanded functions, such as carrying and receiving parcels. The market penetration of affordable robot vacuum cleaner is also increasing year over year. A large number of sensors are required by robot vacuum cleaners to perform functions, such as simultaneous positioning, SLAM, detection for avoidance of obstacles, detection for falling, and detection for edge. Among them, cliff sensors, barrier sensors, and drop sensors may apply the IR LED as the signal transmitting end to combine with the receiving end to achieve anti-collision and fall prevention functions by adjusting the light-emitting angle.

C. 3D sensor application

In the application area of 3D sensor, the vertical cavity surface emitting laser (VCSEL) is a critical component. The successful development of 3D sensor structure like the time of flight and structured light, and the rapid development of algorithm motivated many big firms to introduce 3D sensor technology to mobile devices. This provides more business opportunities for 3D sensor and related application in market. After the launch of 3D sensor in the flagship model of Apple in 2017, the shipment volume of VCSEL in consumer electronic products increased perpetually.

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In the future, 3D sensor with VCSEL as a key component will extend to new application area like floor sweeping robots, AR/VR., UAV, unmanned vehicles, and biomedical sensor. In the development of the demand for multiple purposes and compact size of products, sensor product also changed from single LED including 1 transmitter of IR LED matching with 1 sensor component in packing design to multiple transmission. Given the development of the demand for multi-functionality and miniaturization, the package design of sensor products has gradually developed from a single LED consisting of one transmitting IR LED with a light-sensor component to multi-transmitting and multi-receiving System in Package (SiP) packaging technology that adopts infrared laser as the light source, adjusts and improves the algorithm can, and may be couple with optical sensor IC components, to improve the precision and scope of the senor applications.

(4) New application market

◼ Optical communication application

In recent years, the rapid rise of emerging applications, such as Chat GPT and 5G IoT, has driven the rapid increase in the demand for high-speed computing in data centers. According to the forecast of Yole, the global optical transceiver market scale will grow from US$11 billion in 2022 to US$22.2 billion in 2028, with the CAGR reaching 12% from 2022 through 2028.The VSCEL multiple mode fiber optics features high performance, low cost and low power consumption, and could be extensively applied to the optical transmission module application for data centers in the distance of less than 2 km to provide optical communication transmission module of 10Gbps and 25Gbps. The technology of each channel of 25Gbps and 50Gbps is the standard foundation of 100G (4x25Gbps) and 400G (8x50Gbps or PAM4)Ethernet. Single route 25G network could be developed into 100G and 200G switch through multiple port combination. As such, 25Gbps VSCEL is a practical optoelectronic component which entails high potential for development. With the development of the demand for high-speed transmission driven by AI applications, the market penetration rate of optical communication transmission modules in the 400G/800G market will continue to increase, and drive the market to advance to the higher transmission specification of 1.6T, thus driving the growth of the demand for optical communication components, such as the new generation VCSEL.

◼ Solar energy application market for low-orbit satellites

In recent years, as the emerging satellite service providers (e.g. Cosmos/Kuiper/Oneweb) have proactively deployed the satellite communication services, it is expected that more than 1,700 satellites will be launched each year between 2021 and 2030, and they will be replaced every 5 years, thus driving the solar module market to keep

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growing. The solar energy market for low-orbit satellites is expected to grow from US$427 million in 2022 to US$919 million in 2032, with the CAGR reaching 7.95%.

Compared to the commonly used polycrystalline silicon or single crystal silicon solar panels, of which the photoelectric conversion efficiency is between 8–15% and 15–20%, the efficiency of solar panels composed of III-V materials can reach 25–35% and, therefore, makes them ideal for use in the satellite market which lacks energy and seldom provides maintenance services. The solar power system onboard the satellite can directly capture solar energy in space without the restrictions of weather conditions or the earth’s rotation, and also provide an almost unlimited and constant source of solar energy, thereby achieving continuous power generation and reducing the need for onboard fuel or limited energy storage requirements.

◼ LED professional lighting market

In recent years, the global awareness toward energy conservation and carbon reduction has gradually increased. Besides this, given the increasing demand for LED lighting quality and ergonomic lighting, LED lighting products have become increasingly more professional. For example, the EU proactively promotes the ErP new energy label, which greatly improves the high color rendering index and high-performance requirements. North America mainly focuses on whether the light quality, controllability and performance comply with the new standard of DLC V5.1. China focuses on the harm of blue light caused to the retina, and particularly requires the adoption of the highest safety level for the design. The low blue light demand will also become an important development direction of the ergonomic lighting market in the future. With the emerging LED full-spectrum adjustment technology, continuous improvement of LED conversion efficiency, improvement of the reliability of lamp design, and relevant professional certifications of LED lighting products, LEDs can meet the needs of more special application light sources. For example, for industrial lighting (such as clean room yellow light lighting) in specific fields, LED will be able to replace mercury lamps in a clean room, and industrial lighting will bring more energy-conservation benefits to factories (yellow lights in a wafer fab’s clean room). In terms of medical health lighting, the spectrum of LED is adjusted to make it closer to the spectrum of sunlight (natural light), and the brightness and color temperature are adjusted automatically by combining with intelligent control to simulate the circadian rhythm of natural light, in order to avoid interference with melatonin and affect the biological clock, thereby improving sleep quality. In terms of plant lighting, it can shorten the growth cycle and increase the planting density, and can be applied to farm plant lighting for various high value-added crops.

◼ UVA-LED application market

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UVA_LED can be extensively applied in industrial curing related markets. Its products may be applied in the fields including industrial exposure machines in the light-curing market, LCD laminating machines, offset printing, printing markets, medical equipment, beauty care equipment, automotive coating and exposure machines, and the 3D printing emerging in recent years. There is also a demand for modification and replacement of wafer fabs’ yellow lights. Due to the breakthrough of materials and new technologies that improve the price/performance ratio of UVA-LED, the quality certification of reliability, and the improvement of power conservation and environmental protection awareness, more downstream dealers will be attracted to adopt UVALED related technologies and develop related new products.

  1. Industry Competition

  2. The government subsidy of the LED industry in Mainland China over the years gave rise to keen competition in production capacity and market price. In response, Taiwan firms oriented towards the niche application market of high added-value such as automotive fields, advanced display, and smart sensors.

In the area of automotive application, car makers all over the world tend to upgrade the utilization of LED and sensor products, which in turn gives rise to the high growth of demand for automotive LED. Automotive LED entails high quality and high level of technology that related application products are bound to pass the accreditation of various strict automobile regulations. In general, after the strict evaluation and selection, suppliers will not be easily replaced that suppliers can enjoy higher added-value and sustainable profit. It is expected that related firms can proactively commit their resources for a larger market share.

Invisible LED could be applied to different areas of application. Under the sustainable growth of the market of signal transmission and sensor function application, the terminal application market is developed in diversity including intelligent home application, wearable electronic devices, indoor control of visitor flow, and remote sensor. The launch of these products will drive for further stable growth of the market, and will be further pursued by firms with greater effort.

5.1.3 Technology and R&D Overview

  1. R&D expenses invested in the most recent year and up to the date of publication of the annual report

Unit: NT$ thousand

Unit: NT$thousand
Year R&D expenses as apercentage of revenue(%)
2023 2,587,406 11.60

Note: IFRS (consolidated entity) is adopted.

  1. Successfully developed technologies or products in the most recent year and up to the date of publication of the annual report

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The product items of the three major business entities of epi wafers and chips", "packaging/modules" are roughly classified as follows:

Epi wafers and Chips:

  • (1) Development of high-quality and high-efficiency LED products for automotive backlighting and ambient lighting applications

  • (2) Development of flip chip LED products for automotive daytime running lights and headlights.

  • (3) Development of flip chip LED products for high-power and highreliability automotive headlight applications.

  • (4) Development of LED products for eye protection with low blue light and high-luminance LED backlighting.

  • (5) Development of LED products for high-end LED flash.

  • (6) Development of red, blue and green Mini LED products for ultra-fine pitch displays.

  • (7) Development of high-efficiency/high-uniformity blue and green Micro LED Epi Wafer.

  • (8) Development of high-efficiency blue Micro LED Epi Wafer grown on 6/8inch silicon substrates.

  • (9) Development of vertical RGB Micro LEDs for micro and high-resolution display applications.

  • (10) Development of Micro LED CoW for application in micro and highresolution displays.

  • (11) Development of high-performance SWIR LEDs and photodiodes with high signal-to-noise ratio.

  • (12) Development of Full-spectrum light-detecting diode components for wearable devices.

  • (13) Development of new types of near-infrared light products for the facial recognition function of mobile phones/laptops.

  • (14) Development of new automotive near-infrared products required by automotive driver monitoring systems.

  • (15) Development of high optical output power SWIR LEDs and sensing diodes. The combination of both can be applied to various bio-sensing applications and proximity switches of mobile devices.

Packaging and Modules:

  • (1) In addition to taking the initiative to engage in the mass production of the first-generation large beam angle direct-lit automotive Mini LED in the industry, the Company also launched the second generation automotive large-angle direct-lit Mini LED. Through the optimization of the package structure, the performance will be improved by 30% and, therefore, may meet the demand for new generation energy vehicles’ energy consumption.

  • (2) Launch the first-generation thin Mini Lens blue COB light board; reduce the thickness of the backlight module and achieve a wide-color gamut

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display effect.

  • (3) Develop a full range of PLCC 2/4/6 LEDs for exterior indicator lights and successfully implement them to Tier 1 customers worldwide.

  • (4) Develop the LED package and module products for RGB ambient lighting, combined with smart surface tiles to form a linear or 2D dynamic interactive effect of light sources.

  • (5) Launch the off-vehicle interactive display to meet the requirements of grille/Logo high-brightness design, rear Red/Super Red display requirements, as well as the application of off-vehicle RGB color display, which can provide pre-stored images of safety lighting. It may also provide warnings or real-time images of the driving environment to surrounding pedestrians and vehicles behind.

  • (6) Develop the micro LED head-up display, which is an actively driven Micro LED transmissive display that effectively improves the flickering phenomenon of passive driving. The high penetrating rate can be applied to vehicles, home appliances and shopping malls, etc.

  • (7) Engage in the mass production of the second generation low blue LED to further reduce the proportion of harmful blue light; for business or home NB and MNT computer users for a long time, reduce the damage caused by the blue light further.

  • (8) Engage in mass production of low power CSP products, which can be used in keyboard backlight products, improve the uniformity of keyboard light source and reduce energy consumption, increase the standby time of end products, and achieve energy-saving effects.

  • (9) Research and develop IR light sources with low human eye response, which can be applied to invisible security systems, car driving monitoring and interior monitoring systems, laptop face unlocking authentication and other applications to improve the user experience.

  • (10) Develop the SWIR transmitting and receiving components for use in light-sensor modules to detect more vital signs, such as blood oxygen or skin hydration.

  • (11) Research and develop the self-adaptive zone monitoring module, which may be applied to the whole vehicle cabin monitoring and various monitoring applications of individual seat occupants.

  • (12) Develop the Micro LED HUD, which is an actively driven Micro LED HUD that uses mass transfer technology to transfer the Micro LED to the TFT glass backplane; the display resolution reaching 640*640 pixel and the dot pitch 0.3 mm, which may effectively improve the flicker phenomenon of passive drive; the overall penetration rate reaching 60% may be applied to automotive, home appliances and shopping malls, etc.

  • (13) Develop industry-leading QD LED packages and light bars that can be applied to ultra-thin and wide-color high-end creative notebook products, and meet the high-end application requirements of DCI-P3 and Adobe RGB dual 100.

  • Future R&D Plans and Estimated R&D Expenses

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NT$2.47 billion is expected to be invested in R&D in 2024. The R&D projects, including the R&D projects of “epiwafers and chips,” “packaging/modules” and “III-V compound semiconductor optoelectronic products,” are described as follows:

Epiwafers and Chips:

  • (1) Applied to high-quality and high-efficiency horizontal chips for automotive backlighting and ambient lighting.

  • (2) High-luminance and high-reliability LED chips applied to automobile headlights.

  • (3) High-performance polycrystalline high-voltage flip chip LED die for TV backlight applications.

  • (4) High-luminance LED backlight applied products with the functions, such as low blue light and eye protection.

  • (5) Low current operation LED chips applied to display products.

  • (6) Micro LED Epi Wafer and chip technology applied to the development of transparent displays.

  • (7) Technology for the development of new high-performance Micro LED Epi Wafer and chip.

  • (8) Technology for the development of Micro LED COC1 technology.

  • (9) Development of long-wavelength photodetector Epi Water and component development.

  • (10) Development of visible light/NIR/SWIR LED thin products.

  • (11) Development of high-efficiency III-V solar cells.

Packaging and Modules:

  • (1) In response to the popularization of electric vehicles, develop a new generation of high-efficiency off-board indicator light sources to further improve LED efficiency and reduce thermal resistance.

  • (2) Develop interactive indicator lights with large/small spacing with different spacings, which can be clearly viewed even in the ambient sunlight during the day and may achieve the optimal optical effect and optimization of cost.

  • (3) Develop a new generation of ambient outdoor lighting products that increase heat dissipation and reduce driving power consumption to significantly improve LED efficiency.

  • (4) Develop the new generation off-vehicle high-luminance interactive displays that provide seamless splicing of multiple boards and lowglare surface technology to meet the needs for off-vehicle applications.

  • (5) Develop high luminous efficiency and low blue light backlight module LED light sources for backlight source applications.

  • (6) Develop high luminous efficiency and wide-color backlight module LED light sources for backlight source applications.

  • (7) Develop high luminous efficiency and long-life backlight module LED light sources for backlight source applications.

  • (8) Develop thin and narrow-bezel backlight module LED light sources for

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backlight source applications.

  • (9) Develop multi-partition backlight module panels containing driving components for backlight applications.

  • (10) LED components for smart display applications and PPI 10-50 active light source modules with built-in driving components

  • (11) Small-pitch RGB display applications and LED packaging and module products for Mini LED display needs.

  • (12) Develop RDL and micro package and other miniaturization process technologies.

  • (13) Develop QD LED packaging and light bars with wide-color gamut technology.

5.1.4 Long and Short Term Business Development Plans

  1. Short Term Plan

  2. (1) Focus on the technology development of visible light and infrared light LED epiwafers and chips to improve product performance and increase profit.

  3. (2) Provide LED products with high light intensity and cost advantage, and provide cost-effective products with core competitiveness of high lm/$ to satisfy customers.

  4. (3) Expand marketing channels in Europe, the United States, Japan and South Korea, increase the proportion of export sales and increase the market share in the international market.

  5. (4) Quickly respond to customer needs and adjust product portfolios to meet rapidly changing markets.

  6. (5) Closely integrate with end customers in the LCD industry and related supply chains, and accelerate the introduction of high value-added products such as mini LED backlight solutions and micro LED mass production solutions.

  7. (6) In terms of lighting, move toward niche markets and develop smart and healthy lighting products. Advance towards the niche lighting market, and develop outdoor and smart and health lighting products.

  8. (7) In terms of RGB display applications, continue to develop various packaging sizes and pixel pitch modules to accelerate market layout. Develop ambient signal light technology for increasing the shares of the notebook PC, eSports, smart home appliances, and network communication home appliance indicator light market.

  9. (8) RGB display applications continue to develop modules of various package sizes and pixel pitches to accelerate market layout.

  10. (9) In terms of sensing business, continue to focus on the fields of vehiclemounted industrial control, wearable devices, face recognition and home security.

  11. (10) Deeply cultivate patented technologies and improve industrial competitiveness.

  12. (11) Improve production efficiency, actively develop intelligent manufacturing, and increase automation technology to reduce production costs.

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  • (12) Improve the management system and continuously cultivate key technical talents.

  • (13) Strengthen information security management, comply with group policies, and comprehensively improve software and hardware protection capabilities.

  • Medium and Long Term Plans

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  • Improve the Company's independent research and development capabilities, carry out technical cooperation with domestic and foreign research institutions and customers, and invest a high proportion of research and development resources to enhance the Company's longterm international competitiveness.

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  • Develop long-wavelength infrared light and short-wavelength ultraviolet light technology, and provide a complete full-band series of products.

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  • Strive to be the world's leading LED manufacturer, continuously develop new products and improve LED efficiency, so as to realize unlimited possibilities for LED applications.

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  • Continue to strengthen technical design capabilities and strengthen the foundation of patent deployment.

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  • Continue to optimize production technology, reduce production costs, and establish more efficient production capacity.

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  • Optimize production capacity and perfect the quality certification system, continuously improve product quality, shorten product delivery time, and provide customers with the most satisfactory service.

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  • Strengthen international marketing and channels, and enhance strategic cooperation with international customers

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  • Increase cross-industry collaboration and platform establishment to improve the international competitiveness of the overall LED industry and the added value of products

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  • Establish multiple business collaboration with LED upstream and downstream suppliers to expand the growth of technology and production capacity

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  • Improve the conversion efficiency of LED products, so as to reduce heat and save energy.

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  • Give full play to the Group’s advantages residing in the one-stop production of LED epitaxy (EPI), Chip, Package, SMT and Module, and establish a factory-in-factory production model in the LED supply chain to reduce the production costs and increase profits.

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5.2 Market and Production and Sales Overview

5.2.1 Market Analysis

  1. The Company's main sales areas

Unit: NT$ thousand

Unit: NT$thousand
Area 2022 Sales amount % of sales
Domestic sales 2,007,077 9.00
China 12,403,340 55.61
HongKong 1,188,906 5.33
South Korea 1,159,552 5.20
Malaysia 2,203,157 9.88
Japan 1,865,326 8.36
Singapore 503,012 2.26
Other 975,310 4.36
Total 22,305,680 100.00

Note: IFRS (consolidated entity) is adopted.

  1. Market Share and Future Supply and Demand and Growth Potential of the Market

According to the forecast of TrendForce, the output value of the overall global LED market will increase from US$12.6 billion in 2023 to US$16.9 billion in 2028, with the CAGR reaching 6.0%. Apparently, driven by the demand in various emerging application markets, the output value of the overall LED industry will continue growing.

For the time being, due to the rise of many applications such as automotive, medical, plant lighting, security control, wearable devices, and smart life, and related companies continue to promote the next generation advanced display technology, it is expected that the output value of the overall LED market will keep growing positively. The main driving force of the market between 2023 and 2028 is expected to come from products such as invisible light LED, automotive LED, Mini LED and Micro LED.

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Source: TrendForce (March 2024)

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  • (1) Major LED firms in the international market On January 6, 2021, Epistar and Lextar established ENNOSTAR Inc. through a share swap. Epistar’s production capacity is concentrated in LED EPI and chips, while Lextar focuses on LED packaging and modules. Both parties integrate resources and strengthen the vertical integration of the one-stop service throughout the entire industry chain. Based on the existing LED technology, ENNOSTAR continues to expand the layout in various application fields, including Micro LED advanced display, 3D sensors and optical communications, in order to provide customers with more complete solutions. In the area of LED, major international manufacturers are ams OSRAM, Nichia, Samsung LED, Seoul Semiconductor, Lumileds, and San’an Optoelectronics.

  • (2) The prospect of the application market in the future The demand in the LED backlight market has been saturated over the years but newly emerged technologies of Mini LED and Micro LED have gained momentum, which unveiled new opportunity of application in the LED display market. Meanwhile, due to the rise of the mobile application market in the 3D sensor market, the facial recognition function has become the official configuration of international renowned brand smartphones. In addition to mobile phone applications, 3D sensors can also be applied to security systems, crowd detection, driver fatigue detection, biometrics and industrial automation, etc.

3. Competitive Niche

The Company is committed to deploying in automotive, advanced display and intelligent sensors, etc., with high technology threshold and high added value.

  • (1) Provide production of LED epi wafer, chips, packing, and module products to demonstrate its advantage through vertical integration. The subsidiaries of the Group include the EPISTAR Group and Lextar Group, and Unikorn Semiconductor Corp., a specialist of research and development and manufacturing of compound semiconductor optoelectronic products. Through the vertical integration of group resources, EPISTAR is mainly responsible for the business of epi wafer & Chips while Lextar is mainly responsible for packing and module, and seeking joint venture with third parties in intellectual properties for diversification of the scope of products and intensification of technology in depth to provide full-range services and products for the customers.

  • (2) Among the few suppliers of full spectrum epi wafer and chips The A1GaInP products of the Company cover high brightness epi wafer and chips in green, yellow, orange, and red colors, and the InGaN products cover epi wafer and chips in violet, blue, and green colors. In the area of invisible LED, the Company provides UV and IR products from 365 nm to 1550 nm. The advantage in full spectrum and one-stop

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shopping can satisfy the needs of the customers in different applications.

  • (3) Adjust product portfolio for rapid response to market demand The Company cared changes in market demand permanently, and has the flexibility to adjust the product portfolio and R&D capabilities, which constitute one of the Group’s competitive niches. For example, in 2023, Epistar has successfully developed the InGaAs PD with the highest Sensitivity in the world. Compared to the industry’s practice which blocks light sources with black plastic, the Epistar solution can improve the S/N Ratio more than 3 times and the ultra-low dark current lower than that in the industry by 50%, thereby greatly improving the Sensitivity of the device. Meanwhile, it may also provide customers with the Best Total Solutions for transmitting and receiving components in the SWIR band sensor application. In the same year, Epistar announced the latest breakthrough in sensor technology. The shortwave infrared (SWIR) product line extended the wavelength to 1650 nm (1300 nm wavelength products mainly used in consumer electronics) and also provided excellent performance far superior to the past. Coupled with the packaging, the rear lighting power reaches 30 mW, leading the mass production level of the industry by more than 15%.

In 2023, Lextar has successfully developed the world’s first LED green packaging product – Bioxtar[TM] , which uses eco-friendly packaging materials extracted from plant materials, containing the biomass reaching 75%, as the world’s first LED packaging product extracted from natural plants, in order to overcome the difficulties residing in the traditional petrochemical materials, such as operability and optical transparency in the packaging process. The Company has successfully developed LED products which can be mass produced with high transparency, and completely overturned the impression that biobased materials are not suitable for LEDs. The Company not only achieves eco-friendly practices but also complies with the LED product specifications and requirements. This is an important milestone in the development of green products of Ennostar Group, and it builds a new era of green sustainability in the industry.

In recent years, the Group has also developed a variety of III-V compound semiconductor optoelectronic products to meet customers’ needs for emerging application markets.

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III-V compound semiconductor optoelectronic products

Item Product
Micro LED Next generation display
technology
Laser sensing Face/fingerprint recognition, body
sensing,measurement,LiDAR
Optical communication Optical fiber communication for
4G/ 5G --> high-speed, massive
data exchange (cloud, engine
room)

(4) Excellent technical ability and skilled management team The R&D function of Ennostar has more than 2,500 professionals and the management team is consisted of members with many years of experience in LED and TFT LCD. The Group is fully capable of integrated manufacturing technology and well-seasoned in supply chain management. Ennostar is indulged in the R&D and manufacturing of LED to allow the products applicable to different LED application areas. As of the end of 2023, Ennostar and its subsidiaries have applied for more than 6,800 patent registration worldwide with approval of more than 6,000 patents. In 2023, Ennostar has acquired 236 patent registration all over the world. With the solid foundation of intellectual property right portfolio, the Group protects the technologies and products of the Company.

Ennostar has established a designated body charged with intellectual property right management to assist its subsidiaries such as EPISTAR and Lextar to continue the improvement of intellectual property management mechanisms. With systematic management and the corporate planning of the Company, the Group adjusted the intellectual property portfolio to maintain reasonable cost of protection and launch for the development of new technologies while giving necessary protection in responding to the risk deriving from intellectual property rights. This not only helps to safeguard the operation freedom but also bolster the competitive advantage of the Company.

  1. Favorable and Unfavorable Factors and Countermeasures of the Development Prospect

  2. (1) Favorable Factors

    • Wide range of product applications and great market development potential

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  • High-luminance LED Epi Wafer and Chip have a wide range of applications due to their small size, low power consumption, and long life, such as outdoor large-scale display screens, traffic information billboards, and backlights, such as driver panels used in automobiles. Exterior automotive applications, such as third brake lamp, fog lamp, tail lamp, direction lamp or warning lamp;

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traffic signs, such as traffic lights and pedestrian lights; backlight sources, such as LCD and notebook computer backlight sources.

First of all, Mini LED backlights have high display effects with high brightness, high contrast, and high image quality (local dimming, HDR), so they can compete with OLED displays on the market and, with clarified market specifications, they are entering the stage of mass production. The products primarily aim at the high-end markets, such as TV and professional display products that have higher requirements on visual effects.

Secondly, LED invisible light applications include security monitoring, mobile device biometrics (face, iris and fingerprint recognition), wearable devices (heartbeat, blood oxygen and blood pressure sensing) and optical sensors. Its market is developing rapidly. Besides this, in consideration of Covid-19, biometric detection applications related to human health have also begun to be implemented into the SWIR LED products significantly.

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  • Complete industrial structure of LED with barrier-free and rapid moving marketing channels.

  • The structure of LED industry of Taiwan is perfect with stable and well-developed technologies and high efficiency in production. The production value of the LED industry of Taiwan is second to none in the world. With the effort in developing overseas market, the Company has broad clientele base all over the world. With the large-scale downstream operation as foundation, the Company has strong competitive advantage in marketing. Strategic alliance with LED downstream firms is one of the features of the Company. Through professional division of labor and strategic alliance, the Company can quickly keep abreast of the market trend and quickly adjust the direction of product production in order to bolster the competitive power.

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  • Future Application of MOVPE Core Technology

  • Since the MOCVD epitaxial system has better control over material purity, epitaxial layer thickness and uniformity than LPE and VPE epitaxial technologies, it is used in the production of highbrightness LED and laser diode (LD) wafers, and is also the main epitaxial technology for the manufacturing of various optical fiber components and detectors for optical fiber communications, as well as various emitting components for microwave communications. For example, long-wavelength LDs for optical fiber communications, vertical cavity surface-emitting lasers (VCSELs), solar cells and hetero-bipolar monocrystals (HBTs) for wireless communications all use the MOCVD technology to grow

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epi wafers. Epistar's operation and technical team has many years of rich experience in MOCVD epitaxy growth technology development, and has exclusive experience in MOCVD system design and improvement; it will have considerable competitiveness in the production of optical fiber communication and wireless communication components in the future.

  • (2) Unfavorable Factors and Countermeasures

New competitors in LED lighting are actively investing, making the market competition fierce

Competitors in market tend to manufacture high brightness LED as the objective. The competitors in Mainland China can expand their production capacity very quickly with price competition as the mean to secure purchase orders. This makes competition market more acute.

Countermeasures:

The Company adopts a “dual transformation” in its business strategy. One is “Go Premium” (creating added value) to develop differentiated products with higher gross margins, and the other is “Go Vertical” (deepening verticals and exploring new areas), such as the integration of upstream and downstream dealers and software and hardware. The dual transportation plans are implemented at the same time to upgrade the operating scale and value of Ennostar.

Go Premium”: As a well-recognized leader in the industry, the Company has implemented the Mini LED crystal grains and modules already mass produced into diversified application fields, such as automobiles and TVs, and developed two different backlight technology applications, Mini LED COB and POB. The Company also focuses on the research and development of ultra-fine-pitch flip chip Mini LED 0404 packaging and special module technology. In the future, it will lead the market by introducing ultra-small flip chip Mini LED 1111 with its own IC packaging technology. In the field of Micro LED, the Company has achieved size breakthroughs that are closer to the mass production target than the industry peers, and developed highuniformity RGB CoW and GaN on Silicon technologies to meet different customers’ needs

Go Vertical”: In the future, the Company will be committed to developing the three main application markets, including “automotive application market,” “advanced display application market” and “smart sensor application market,” in addition to the “new field application market.” Meanwhile, with the stable financial structure, solid R&D energy and resource utilization, the Company will integrate the upstream, midstream and downstream value chain and industrial layout, consolidate its “chain” competitive strength, and build a competitive ecosystem.

130

  • 5.2.2 Important Applications and Production Processes of Main Products

  • Important Applications The high-luminance LED products produced by the Company are characterized by small size, low power consumption, low heat generation, and long service life, and are applied extensively:

    • (1) Indoor displays, large-size outdoor displays and traffic signs/traffic information boards.

    • (2) Automotive Industry

      • Interior: backlights of the meter panel, reading lights and indicator lights.

==> picture [10 x 9] intentionally omitted <==

  • Exterior: 3rd brake lights, fog lights, taillights, direction lights, warning lights, daytime lights.

==> picture [9 x 9] intentionally omitted <==

  • (3) Consumer Electronics All kinds of home appliances, indicator lights and digital channel displays

  • (4) Communication Industry Backlights and strobes for mobile phone message display panels.

  • (5) Information Industry Indicator lights for PCs and peripheral devices thereof, backlights for small LCD monitors, and scanning light sources for photocopiers.

  • (6) LCD TV/monitor backlight application and Projector light source, etc.

  • (7) Outdoor landscape and architectural lighting, street lights, indoor home lighting, and industrial and commercial lighting.

  • (8) Special function lighting applications for agricultural lighting, medical lighting and UV.

  • (9) (IR) LEDs for facial recognition and iris recognition of information products.

  • (10) (NIR&SWIR) LED light sources for biosensing of wearable devices.

131

2. Production Process

  • (1) Epitaxy production process

==> picture [274 x 339] intentionally omitted <==

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

Special gas Organometallic Substrate
Organometallic vapor
phase epitaxy
(MOVPE)
Epiwafer
Epiwafer feature inspection
⚫ Composition
⚫ Wavelength
⚫ Carrier concentration
Photoelectric characteristic
production test
Warehousing
Client
Chip
Production
Process
----- End of picture text -----

Source: Compiled by Ennostar in March 2024

(2) Chip Production Process

==> picture [350 x 209] intentionally omitted <==

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

Non-conforming
products
Epiwafer
Client
3. Etching and cleaning 1. Photoresist coating Warehousing
production test
Lithography process
Cleaning and processing Metal thin film evaporation 2. Exposure and development Chip cutting and cleaning Photoelectric characteristic
----- End of picture text -----

Source: Compiled by Ennostar in March 2024

132

  • (3) Packaging Process

==> picture [298 x 78] intentionally omitted <==

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

Wire Dispensing / Punching /
Die Bond Test / Sorting
Bonding Molding cutting
Packaged in
Warehousing
rolls
----- End of picture text -----

Source: Compiled by Ennostar in March 2024

  • (4) SMT process

==> picture [309 x 80] intentionally omitted <==

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

Solder Paste LED
Baking AOI Test / ESD
printing Mounting
Repair Packaging Warehousing
----- End of picture text -----

Source: Compiled by Ennostar in March 2024

  • (5) Assembly process

==> picture [351 x 102] intentionally omitted <==

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

Electrical test Assembly Luminance test Visual inspection
Packaging Stock-in
Source: Compiled by Ennostar in March 2024
----- End of picture text -----

5.2.3 Supply Status of Main Raw Materials

The Company specializes in the production of light-emitting diodes (LEDs). Its products cover Epi Wafer, Chip, packaging, SMD and modules, etc. The main raw materials and components include sapphire substrates, GaAs substrates, special gases, metals, light-emitting diodes, brackets and packaging plastics. The Company has always maintained good cooperative relations with domestic and foreign raw material suppliers to improve the supply stability, and purchased key raw materials and components from more than two suppliers to maintain the purchasing flexibility and mitigate the risk over excessive concentration of raw materials.

133

5.2.4 Name list for major procurement and sales customers

  1. Major sales customers Unit:Thousands of NTD
2022 2022 2023 2023
Name Amount Percentage in
annual net sales
amount(%)
Relationship
with
issuer
Name Amount Percentage in
annual net sales
amount(%)
Relationship
with
issuer
Customer C 7,001,287
24.24
None Customer B 2,755,184 12.35 None
Customer B 2,660,661
9.21
None Customer D 1,977,254 8.86 None
Customer D 1,786,146
6.19
None Customer C 1,507,573 6.76 None
Others 17,430,156
60.36
Others 16,065,669 72.03
Net sales 28,878,250
100.00
Net sales 22,305,680 100.00

Note: Consolidated entities.

Reasons for the increase/decrease:

Due to the overall economic impact, the Company’s operating revenue has decreased. Therefore, the customer portfolio will change relatively, provided that there is no risk of over concentration of sales.

  1. Major procurement suppliers Unit: Thousands of NTD
2022 2022 2023 2023
Name Amount Percentage in
annual net
procurement
amount(%)
Relationship
with
issuer
Name Amount Percentage in
annual net
procurement
amount(%)
Relationship
with
issuer
Supplier A 1,270,250 9.60 None Supplier C 1,664,925 14.30 None
Supplier B 1,135,858 8.59 None Supplier B 1,077,691 9.26 None
Supplier C 1,094,293 8.27 None Supplier E 868,935 7.46 None
Supplier D 797,821 6.03 None Supplier A 666,897 5.73 None
Supplier E 598,853 4.53 Supplier D 421,991 3.62
Others 8,331,919 62.98 Others 6,940,703 59.63
Net procurement
amount
13,228,994 100.00 Net procurement
amount
11,641,142 100.00

Note: Consolidated entities.

Reasons for the increase/decrease:

As the sales portfolio is changed, the supplier ratio is adjusted slightly. Notwithstanding, the Company continuously maintains a close cooperative relationship with suppliers, and there has been no major change.

134

5.2.5 Production capacity/output value in the Last Two Years

Unit: Dies; thousand pieces, in the case of packages and modules; NTD thousand

Year 2021 2023
Production capacity/
output value
Majorproducts


Production
capacity
Production
capacity
Production value Production
capacity
Production
capacity
Production value
Dies 1,594,402,839 1,280,440,521 17,394,559 1,907,840,678 1,580,467,923 14,107,050
Packages and modules 8,309,448 4,839,383 6,924,459 8,325,342 4,776,906 6,020,077
Total 24,319,018 20,127,127

Note: Consolidated entities.

5.2.6 Production capacity/output value in the Last Two Years

Unit: Dies; thousand pieces, in the case of packages and modules; NTD thousand

Year 2022 2022 2022 2022 2023 2023 2023 2023
Sales capacity/
output value
Majorproducts

Domestic sales
Overseas sales Domestic sales Overseas sales

Capacity
Value Capacity Value Capacity Value Capacity Value
Chips/dies(Note2) 7,736,565 1,524,294 1,193,483,65
6
19,441,693 7,561,572 1,284,137 1,460,508,752 13,272,728
Packages and modules 212,110 447,973 1,633,974 6,529,786 86,463 406,797 2,026,206 6,267,797
Others 286,239 648,265 316,143 758,078
Total 2,258,506 26,619,744 2,007,077 20,298,603

Note1: Consolidated entities.

Note2: Chips are not the main sales product, so they are only included in the sales value, and not the sales volume.

135

5.3 Human Resources

Human Resources Human Resources
Year 2022 2023 February29,2024
Number of
Employees
Management 1,733 1,422 1,410
R&D and Technician 2,358 2,567 2,543
Direct 4,764 4,484 4,592
Total 8,855 8,473 8,545
Average Age 35.7 35.5 35.5
Average Years of Service 6.6 7.1 7.5
Education
(%)
Ph.D. 1% 1% 1%
Masters 16% 16% 16%
Bachelor’s Degree 48% 44% 43%
Senior High School
& Below Senior
High School
35% 39% 40%

Note: Consolidated entities.

5.4 Environmental Protection Expenditure

  • 5.4.1 The loss or penalty caused by environmental pollution during the latest year, estimated current and future possible amount and countermeasures:

  • 1 Any losses or indemnity from pollution of environment: None.

  • 2 Matters of violations of environmental protection regulations from the environmental protection audit results

Factory site Disposal
date and
disposal
ref. no.
Violation of
provisions of
laws
and
regulations
Violation of
contents of
laws
and
regulations


Disposal
contents
Response
measures
Unikorn
Semicondu
ctor
Corporatio
n
February
20, 2023
Fu-Shou-
Huan-
Shui-Zi
No.
1120032
862
Paragraph
3,
Article
24 of the
Water
Pollution
Control
Act
The
personn
el
in
charge
of
wastewa
ter
(sewage)
appointe
d by the
Compan
y jointly
with
Epistar
are also
appointe
d as the
Grade A
dedicate
d waste
disposal
personn
el
in
Fined
NT$10,000
with
one-
hour
environme
ntal course
The Company
and
Epistar
have
appointed
dedicated
personnel
responsible
for disposal of
wastewater
(sewage) and
supporting
personnel
qualified with
a
certificate/lice
nse.

136

Epistar
Power
Plant No.
8.
Epistar
Plant N5
Septemb
er 6, 2023
Fu-Shou-
Huan-
Kong-Zi
No.
1120133
235
Subparagr
aph
1,
Paragraph
2,
Article
69 of Air
Pollution
Control
Act
The
designat
ed agent
filed the
applicati
on after
more
than 15
days
upon
occurren
ce of the
fact.
Fined
NT$200,00
0 with two-
hour
environme
ntal course
The
relevant
personnel are
requested to
apply
for
related
services in the
future. It is
necessary
to
confirm
whether
the
application
date
is
consistent
with the date
of the actual
requirement.

5.4.2 Countermeasures and Possible Expenditure

In accordance with the spirit of ESG, the Group is committed to mitigating the impact posed by production activities on the environment, and strives to reduce the consumption of natural resources by following the 3R model, namely Reduce, Reuse, and Recycle, at the factory construction and operation stages. Meanwhile, the Company continues to improve energy efficiency, reduce greenhouse gas emissions and fulfill corporate social responsibilities, in order to achieve the goal of sustainable development.

As a member of the global village, the Group comprehensively considers the overall environmental management performance for managing the pollution prevention and environmental protection management related expenses based on the spirit of continuous improvement of the environmental management system, in order to build a low-pollution production environment. The Company also pays close attention to the progress of amendments to new environmental laws and international conventions, and prepares appropriate countermeasures. It will prepare corresponding budgets in a timely manner.

5.5 Labor Relations

  • 5.5.1 Planning and implementation of employee benefit plans, continuing education, training, retirement systems; negotiation of labor relations and various safeguarding measures of employee’s rights and interests.

The Company has emphasized maintenance of fair labor-management relations. We supply generous remuneration packages, a flexible leave system, and a complete insurance system to provide a healthy and friendly work environment to prevent the loss of employees and retain talents.

  1. Employee Benefit Plans

137

For the purpose of safeguarding employees and their conditions of daily life, the Company not only has provided basic guarantee, but also assisted and sponsored various benefit plans, and help organizing the employee welfare committee for implementing and planning all kinds of matters of employee benefits. Please refer to the current measures below:

  • (1) Employee bonus plan;

  • (2) Three important Chinese holiday bonus, incentive bonus, employee patent application reward, employee proposal bonus;

  • (3) Entitled to labor insurance, health insurance, and group insurance;

  • (4) Subsidy of wedding, funeral, birth, hospitalization childcare subsidies, birthday gift money and May Day gift money;

  • (5) Year-end party, subsidy of social clubs, traveling subsidy, departmental activity Fee, newspapers & magazines, various sports events and leisure activities;

  • (6) New staff members’ wage is higher than the minimum wage under Labor Standards Law no matter the gender.

  • (7) For the employee shareholding trust, the Company makes the 100% contribution relatively, to share the performance results of the Company’s operations with employees, and encourages employees to save and add value to their retirement lives, creating a win-win situation.

For the full protection of employees’ health; healthy “body”, satisfaction in “mind” and joyful “spirit”. We’ve introduced three elements of healthy “body”, satisfaction in “mind” and joyful “spirit” into our employee health care project. It’s from healthy body and knowledge, satisfaction in “mind”, and self-mind dialogue, connecting the health activities in our FAB and extending to family to create a complete, good, and healthy workplace to reach a physical, mental, social, spiritual balance. Please refer to below situations how we take care of our staff:

  • (1) Physical checkup management

  • (2) Health promotion programs

  • (3) Operational health risk prevention and management

  • (4) Infectious disease management

  • (5) Occupational injured employee healthcare

  • (6) Maternal protection & healthy workplace

  • (7) A great diversity of activities and soft lectures

  • Employees’ continuing education and training

  • In order to achieve the Company's business objectives, the Company continues to develop employees’ work performance, and develop the training roadmap to launch a series of training programs based on the training structure, including the management series, quality series, technical series, environment, safety and health series, professional series by function courses and orientation training, etc. Meanwhile, in order to assure the Company’s product quality and safety, all new employees shall attend the orientation training, and specific employees shall pass specific qualification

138

evaluation and undergo re-evaluation periodically to ensure that the employees hold the competency to satisfy the qualifications required for the specific duty.

The overall training framework is based on the concept of ability development and phased training, including the most basic training for new recruits (12.5 hours in total, including training and promotion of human rights related norms), generic skills, professional skills, management skills, and self-development capacity. The generic skills refer to the training on abilities related to corporate culture, general education courses, human rights, information security, anti-corruption, anti-trust, ethical management, etc. The main purpose is to define the key behavior index based on the corporate culture and values, in order to enable the employees to understand and act in line with the corporate culture. The professional competency courses, such as technical training courses and quality courses, are set as required and elective ones depending on the nature of work, in order to enhance professional competitiveness by rooting in the professional field. Further, the Company also provides talent training courses, such as internal trainer training and production line instructor training; and management skill training courses, including basic, medium and advanced management training, such as performance interview, recruitment interview skills, and practical management of production line leaders/supervisors, in order to establish the language consistency of the management and improve the leadership to drive the team to achieve the highest performance. The Company hopes to take advantage of the internal training mechanism to help employees improve their professional skills, thereby enhancing the Company’s overall competitiveness

In addition, the Company spares no effort to implement the protection of trade secrets, intellectual property rights, and information security, among other things, to secure the fruits of the employees’ hard work and the Company’s competitiveness, while preventing the leakage of important company information. Therefore, the “Management Regulations of Classification and Protection of Data” are established, to cultivate the employees’ habit of document protection in daily jobs, and serves as the basis for relevant regulations of document acquisition, processing, transmission and utilization; the Company has also established an “Information Security Management and Review Committee” to further improve information security goals. Every employee needs to accept information security education and training, to comply with the relevant laws, technologies, and expectations of stakeholders. It is also linked to business strategies. All employees must comply with the “Management Regulations of Classification and Protection of Data” and perform the fiduciary obligations.

To this end, the new staff shall complete the online courses about “Introduction to Intellectual Property Rights,” “Information Security Policy” and online course for “Information Confidentiality Classification” to enable all of the staff to understand the Company’s policy and control requirements,

139

in hopes of achieving the educational propagation and strengthening the staff’s awareness toward intellectual property rights and prevention of confidential information disclosure.

In 2023, the Ennostar Group employees’ participation in education and training (including education and training on human rights policy and ethics and morality), as shown in the following table:

Total training cost
(NT$thousand)
Total training hours Total number of trainees
7,894 97,702 48,086
  1. Retirement Systems

  2. To fulfill social responsibilities and stabilize the lives of employees after retirement, the Company and its domestic subsidiaries have established the “Regulations Governing Employee Retirement” pursuant to the Labor Standards Act and the Labor Pension Act, and make monthly contributions pursuant to laws and regulations. The old and new system of retirement regulations are described generally as below:

Pension
system
Old system New system
Legal
source
applicable
Labor Standards Act Labor Pension Act
Contribution
approach
2% of the total salary is
contributed
to
the
retirement
fund
every
month, to be deposited in
the dedicated account in
“Bank of Taiwan” under the
name
of
the
“Labor
Retirement Reserve Fund
SupervisoryCommittee.”
6% of the salary is paid
monthly to the employee’s
personal account with the
Labor Insurance Bureau as
the labor pension.

The Group’s subsidiaries in the China contribute the pension insurance funds based on a certain percentage of the total salary of local employees every month pursuant to the pension insurance system stipulated by the government of People’s Republic of China. The retirement pension of each employee is managed and arranged by the government, and the Group has no further obligations other than the monthly contributions.

  1. Labor-Management Agreements

  2. Harmonious labor relations have always been the major management policy of human resources management. We have established a good communication and consultation channel so that employees can work comfortably and maintain high efficiency. Hence, we have established the Employee Relations Department to provide assistance by integrating professional staff and experts both internally and externally to help solve problems or pressures from work or daily life. We also provide confidential and professional external services and consultations with other professional resources.

140

Our internal communication channel includes an exclusive suggestion box that enables employees to express their opinions, all of which are kept confidential and listed into labor relations meeting for discussion and followups. We also set up a being harassed while performing duties hot line (7885) and mailbox available to employees, job applicants, and suppliers, which will be responded timely. Further, we communicate and coordinate with employees through formal channels, if there is major business change that may affect the employees’ rights & interests. We hope to provide the best working environment for all employees.

The Group companies hold face-to-face communication meetings with employees from time to time. Through employee communication meetings, employees are provided with the further understanding about the Company’s operating positioning, Group’s vision, mission and strategic blueprint; employees can also provide opinions or suggestions to the Company through communication meetings to enhance the chances of mutual communication.

  1. Working Environment and Employee Safety Protection Measures

  2. To secure a safe working environment for employees, please refer to the safety protection measures below:

  3. (1) To ensure a safe working environment for employees, the Company has set up a professional environmental and safety team to formulate “Decreasing Occupational Accidents program” and give instructions to relevant departments to practice.

  4. (2) We conduct safety and health training for new staff members and inservice employees.

  5. (3) We conduct annual environmental assessment in working area to ensure the quality of working environment.

  6. (4) We conduct annual physical checkup for those who perform special operation and general physical checkup for all active employees for every two years.

  7. (5) We have the medical staff and medical room located on each site according to laws for preliminary care and further medical treatment at the time of emergency. We also assign occupational disease specialist/doctor in our factory to supply relevant medical care & consultation services and referral services with other medical organization outside the plant.

  8. (6) Explore the reasons for unusual incidents, and take the necessary actions for prevention countermeasures.

  9. (7) Each department will establish and implement automatic review management plan according to regulations. Each month, the management personnel will also implement monthly inspections on the onsite environment and safety.

  10. (8) Establish emergency response management regulations, and create onsite emergency response organization, set up emergency response equipment, and implement response drills.

141

In addition to above protection measures, we also provide friendly working environment as follows:

  • (1) Various recreation facilities (ex: treadmill, gymnastic apparatus, table tennis, billiard, yoga room...)

  • (2) Various convenient store and café;

  • (3) Complete medical room equipped with breast- feeding rooms;

  • (4) Spacious and joyful dining environments, diversified dining choices and meal allowances.

6. Procedures for Preventing Insider Trading

The internal material information handling and management to prevent insider trading are included in the internal control system, including systems related to the evaluation procedures for releasing material information, the retention of report and approval records, and the handling of violations. The unit handling the internal material information consists of the members from the Finance, Accounting, and Risk Management Office, Enterprise Development Office; Legal and Administration Office; and Information Management Office. The Finance, Accounting, and Risk Management Office is responsible for disclosing material information on the MOPS. The Enterprise Development Office is responsible for dealing with external news media, and notifying all employees, managerial officers and the Board from time to time to remind them to monitor if there is any material information required to be disclosed pursuant to laws, and inform them of relevant regulations, to prevent their violations or occurrence of insider trading, as the basis for evaluation. The regulations are accessible from the company website or the internal regulations for learning.

Said personnel may access the internal important information due to their identity, occupation, or relation, who shall perform their duties and fulfill their obligation as a good administrator with due diligence and also exercise their authority in a highly self-disciplined and careful manner to ensure strict compliance with the requirements for processing, disclosure and confidentiality of important information defined by the competent authority, or shall be required to sign the non-disclosure agreement case by case, if necessary.

  • 5.5.2 Labor/employer dispute loss in 2022 and as of the publication date of the annual report
report
Factory
site
Disposal date and
disposal ref. no.
Violation of
provisions of laws
and regulations
Violation of
contents of laws
and regulations
Disposal
contents
Response
measures
Epistar
Corporation

May 1, 2023
Zhong-Huan-Zi No.
1120006400
Paragraph 2, Article
32 of the Labor
Standards Act
Working hours
extended beyond
those required by
laws
Fined
NT$50,000
Establish the
alert system of
working hour to
remind officers
of the working
hour
management
and application
to prevent
abnormal
workinghours.

142

5.6 Cyber Security Management

  • 5.6.1 Cyber security management structure, policy, and concrete management plans and resources invested in cyber security management.

Framework of information security management

The Company continues to refine its information security system and strengthen its safeguarding capabilities. The Chief Information Security Officer is appointed, who is the highest responsible officer for information security, and directly reports to the President. He supervises the implementation of the company-wide information security operations, and the effectiveness of the information security risk management mechanism. The cross-function Information Security Committee is established and convened by the Chief Information Security Officer, to establish consistent information security policies and hold information security meetings every week. It is mainly responsible for the planning, approval and supervision of information security policies, achievement of various indicators, and related regulations. The Company also has the information security management department in place, which is responsible for planning, implementing, coordinating and improving the information security management system, to establish relevant management procedures for compliance, while regularly conducting risk assessments, internal audits, and management reviews.

Structure

==> picture [362 x 135] intentionally omitted <==

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

Information Security Audit
Management Audit Committee Committee
Information security execute team
(Team leader, deputy leader, General director)
Sub-team of Accident Sub-team of Sub-team of information
notification processing information security security audit
----- End of picture text -----

The Company (established in January 2021) has continued to successfully obtain the information security certification of “Information Security Management System (ISMS) ISO/IEC 27001:2013” in 2023, to conduct information risk management in accordance with international standards. The subsidiary, Epistar, obtained ISO 27001 information security certification in 2010. The regular review was completed in November 2023, and the certification will continue to be valid. Both Unikorn and Lextar Electronics also obtained the ISO 27001 certification in 2023. For the new version of ISO 27001:2022, the Group companies also plan to complete the verification of the new version by 2024.

Information security policy

Ensure the normal, safe and stable operation of the Company’s core information

143

system services and important information infrastructure, regulate the highest guidelines for the information security management system of the Company’s information center, provide safe and reliable information services, ensure the confidentiality, integrity, and availability of the information assets in the information center and compliance with the requirements of relevant laws and regulations, maintain business continuity, reduce information operation risks, and protect the rights and interests of information service users.

Specific management program

  • (1) Vertical-depth defense structure is adopted

  • (2) Physical security

  • (3) Endpoint security

  • (4) Administration of accounts with privileges

  • (5) Safeguard of classified data

  • (6) Management and protection of trade secrets

  • (7) Improvement of information security awareness

  • (8) Management of supplier

  • (9) Third-party risk evaluation

  • (10) Talent incubation

  • (11) Report and handling of information security incidents

  • (12) Resilience of information systems

Sources invested in the information security management

  • (1) Establish an information security unit to perform information security audits and monitor abnormal information security activities.

  • (2) The military simulation of hacking incidents is conducted every year, with the review meeting held after the drills, to continuously improve the process and enable the colleagues to be familiar with the procedures.

  • (3) The employee information security awareness general education training hours and information security personnel training hours are required. 4 employee fishing drills and related information security training are conducted every year.

  • (4) In 2023, the information security certification of “Information Security Management System (ISMS) ISO/IEC 27001:2013” was obtained. All important subsidiaries of the Group have obtained certifications in 2023, and completed the certification of the new version of ISO/IEC 27001:2022 in 2024.

  • (5) Strengthen the early warning ability of the information security environment and deploy MDR/EDR for monitoring.

  • (6) The employees may only apply for Internet access and mail services after passing the test with full marks during the implementation of the regular information security promotion activities and information security awareness training.

  • (7) To improve the professional functions and execution efficiency of the Company’s information security manpower, the employees have obtained certifications including iPAS junior engineer awarded by MOEA, ISO/IEC 27001:2022 Information Security Management System Lead Auditor (ISMS

144

Lead Auditor), CISSP (Certified Information Systems Security Professional), CISM (Certified Information Security Manager), CRISC (Certified in Risk and Information Systems Control), EC-Council CEH (Certified Ethical Hacker), EC-Council ECSA (Certified Security Analyst), EC-Council CHFI (Computer Hacking Forensic Investigator), CRTP (Certified Red Team Professional) and OSCP (Offsec Certified Professional), and continue to learn technologies in the information security field.

  • 5.6.2 In the most recent year and as of the date of annual report publication, the losses, possible impacts from and countermeasures for major cyber security incidents: None.

5.7 Material Contract

Subject Counterparty Counterparty Contract term Important
restrictive
clause
Patent
licensing
Research
unit
Based on the contract
regulations
Non-exclusive
patent license
agreement
Based on the
contract
regulations
Technology
and patent
licensing
Research
unit
Based on the contract
regulations
Exclusive patent
license
agreement
Based on the
contract
regulations
Patent
licensing
Company G Based on the contract
regulations
III-V compound
semiconductor
related
technologies
Based on the
contract
regulations
Technology
licensing
Company C As stipulated in the
contract
Technology
licensing
As stipulated
in the
contract
Cooperative
development
Company N As stipulated in the
contract
Product
development
As stipulated
in the
contract
joint credit First Bank
Ennostar and
Epistar
Five years after first
use
Loaning of funds Based on the
contract
regulations
Licensing Company C Based on the contract
regulations
Brand and
patent license
Based on the
contract
regulations
Licensing Company Based on the contract
regulations
Patent license Based on the
contract
regulations

145

6. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed balance sheet

(Consolidated entities) (Consolidated entities) Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Items
Years 2019 Years 2020 Years 2021 Years 2022 Years 2023
Current assets Not applicable 17,846,131
34,603,529

32,663,028

30,676,516
Property, plants &
equipment
21,085,475
24,299,352

22,037,075

19,464,972
Intangible assets 4,132,191
4,941,663

4,907,583

1,640,602
Other assets 12,465,211
13,044,638

13,435,784

12,320,372
Total assets 55,529,008
76,889,182

73,043,470

64,102,462
Current
liabilities
before
distribution
9,144,162
15,764,347

10,312,376

10,922,533
after
distribution
9,144,162
17,130,228

10,312,376

11,600,179
Non-current liabilities 6,673,550
6,519,792

6,070,098

4,035,193
Total
liabilities
before
distribution
15,817,712
22,284,139

16,382,474

14,957,726
after
distribution
15,817,712
23,650,020

16,382,474

15,635,372
Owners’ equity
attributable to the parent
company

37,607,381

52,322,245

54,404,269

47,374,174
Share capital 10,887,014
6,852,514

7,547,840

7,529,405
Capital reserv e 36,115,456
43,830,638

46,421,664

46,447,060
Retained
earnings
before
distribution
(7,908,188)
2,169,446

654,565

(6,442,832)
after
distribution
(7,908,188)
803,565

654,565

(6,442,832)
Other equity (1,001,764) (235,543) 75,010
(24,296)
Treasuryshares (485,137) (294,810) (294,810) (135,163)
Non-control equity 2,103,915
2,282,798

2,256,727

1,770,562
Total
~~s~~hareholders’
equity
before
distribution
39,711,296
54,605,043

56,660,996

49,144,736
after
distribution
39,711,296
53,239,162

56,660,996

48,467,090

Note 1: On January 6, 2021, the Company acquired 100% equity of Epistar Corporation through an exchange with 0.5 common share of Ennostar Inc. for one common share of Epistar Corporation. The aforementioned conversion was in fact a sort of reorganization within organizations under the common control and was substantially a continuity of Epistar Corporation. Within the Company's consolidated financial statements, therefore, the Company recognized the relevant assets and liabilities with the consolidated financial statements of Epistar Corporation at the carrying amounts and deemed to have merged Epistar Corporation ab initio and worked out the consolidated financial statements for the comparative period.

Note 2: The aforementioned data as after distribution refers to the facts after being duly resolved by the Board of Directors.

146

Unit: NT$ thousand

(Individual entity)

Fiscal year
Items
Fiscal year
Items
Years
2019~2020
Years 2021 Years 2022 Years 2023
Current assets Not applicable 105,825 1,106,527 936,499
Property,plants & equipment 10,157 10,978 10,717
Intangible assets 0 0 0
Other assets 52,707,812 53,516,382 46,582,734
Total assets 52,823,794 54,633,887 47,529,950
~~C~~urrent liabilities before distribution 501,539 229,610 155,768
after distribution 1,867,420 229,610 833,414
Non-current liabilities 10 8 8
~~T~~otal liabilities before distribution 501,549 229,618 155,776
after distribution 1,867,430 229,618 833,422
Equity 52,322,245 54,404,269 47,374,174
Share capital 6,852,514 7,547,840 7,529,405
Capital reserve 43,830,638 46,421,664 46,447,060
~~R~~etained earnings before distribution 2,169,446 654,565 (6,342,832)
after distribution 803,565 654,565 (6,442,832)
Other equity (235,543) 75,010
(24,296)
Treasuryshares (294,810) (294,810) (135,163)
~~T~~otal of equity before distribution 52,322,245 54,404,269 47,374,174
after distribution 50,956,364 54,404,269 46,696,528

Note 1: Where the Company was not incorporated until January 6, 2021, the financial data of the preceding term was nonexistent.

  • Note 2: The aforementioned data as after distribution refers to the facts after being duly resolved by the Board of Directors.

147

6.1.2 Condensed Statement of Comprehensive Income/Statement of Income

(Consolidated entities)

Unit: NT$ thousand (Except EPS: NT$)

Fiscal
year
Items
Fiscal
years 2019

Fiscal years
2020
Fiscal years
2021
Fiscal years
2022
Fiscal years
2023
Net revenues Not
applicable
14,531,823 36,424,760 28,878,250 22,305,680
Grossprofit (444,985) 7,618,509 4,981,547 1,167,729
Operating profit and/or loss (4,486,351) 2,110,130 (465,598) (4,001,278)
Nonoperating income &
expenses,net
(3,936,927) 253,178 (17,870) (3,383,721)
Netprofit(net loss)before tax (8,423,278) 2,363,308 (483,468) (7,384,999)
Net profit (net loss) from
continuingoperations
(8,499,242) 1,898,474 (566,383) (7,322,732)
Netprofit(net loss) (8,499,242) 1,898,474 (566,383) (7,322,732)
Other comprehensive profit
and/or loss (Net amounts after
tax)
520,546
(315,531)

206,055

(269,770)
Total comprehensive profit and/or
loss
(7,978,696) 1,582,943 (360,328) (7,592,502)
Net profit attributable to
shareholders of the parent
company
(8,109,453) 2,178,349 38,024 (6,782,678)
Net profit attributed to non-
controllinginterests
(389,789)
(279,875)

(604,407)

(540,054)
Comprehensive profit/loss
attributed to shareholders of the
parent company
(7,618,601) 1,935,456 207,398 (7,036,568)
Comprehensive profit/loss
attributed to non-controlling
interests
(360,095)
(352,513)

(567,726)

(555,934)
Earningsper share(EPS) (NT$) (15.04) 3.21 0.05 (9.02)

Note: On January 6, 2021, the Company acquired 100% equity of Epistar Corporation through exchange with 0.5 common share of Ennostar Inc. for one common share of Epistar Corporation. The aforementioned conversion was in fact a sort of reorganization within organizations under the common control and was substantially a continuity of Epistar Corporation. Within the Company's consolidated financial statements, therefore, the Company recognized the relevant assets and liabilities with the consolidated financial statements of Epistar Corporation at the carrying amounts and deemed to have merged Epistar Corporation ab initio and worked out the consolidated financial statements for the comparative period

148

(Individual entity)

Unit: NT$ thousand (Except EPS: NT$)

ear
Items
Fiscal years
2019~2020
Fiscal years
2021
Fiscal years
2022
Fiscal years
2023
Net revenues Not
applicable
2,417,618 244,729 336,750
Grossprofit 2,182,405 65,591 (6,773,381)
Operating profit and/or loss 2,182,405 65,591 (6,773,381)
Nonoperatingincome & expenses (4,056) 8,707
11,665
Netprofit(net loss)before tax 2,178,349 74,298 (6,761,716)
Net profit (net loss) from continuing
operations
2,178,349 38,024 (6,782,678)
Netprofit(net loss) 2,178,349 38,024 (6,782,678)
Other comprehensive profit and/or
loss(Net amount after tax)
(242,893)
169,374

(253,890)
Total comprehensive profit and/or
loss
1,935,456 207,398 (7,036,568)
Earningsper share(EPS) (NT$) 3.21 0.05 (9.02)

Note: Where the Company was not incorporated until January 6, 2021, the financial data of the preceding term was nonexistent.

6.1.3 Auditors’ Opinions from 2019 to 2023

Year Accounting Firm CPA Audit Opinion
2019 Price Waterhouse
Coopers
Cheng Ya-Hui, Hsieh Chih-Cheng unqualified opinions
2019 Price Waterhouse
Coopers
Cheng Ya-Hui, Hsieh Chih-Cheng unqualified opinions
2020 Price Waterhouse
Coopers
Dian-Yi Li, Hsieh Chih-Cheng unqualified opinions
2021 Price Waterhouse
Coopers
Dian-Yi Li, Chien-Hung Chou unqualified opinions
2023 Price Waterhouse
Coopers
Dian-Yi Li, Chien-Hung Chou unqualified opinions

Note: The Company was newly incorporated on January 6, 2021, deemed as a reorganization of the organizations under the common control. As a matter of fact, the Company is a continuity of Epistar Corporation. ( The statements for Fiscal years 2019~ 2020 were issued in the name of Epistar Corporation and the same for Fiscal year 2021~2023 were issued in the name of Ennostar Inc.. )

149

6.2 Five-Year Financial Analysis

(Consolidated entities)

(Consolidated entities) (Consolidated entities)
Year
Items of analyses
Years
2019
Years
2020
Years
2021
Years
2022
Years
2023
Financial
Structure (%)
Debts Ratio(%) Not
applicable
28.49
28.98

22.43

23.33
Long-term Fund to Property,
Plant and Equipment(%)
219.98
251.55

284.66

273.21
Solvency (%) Current Ratio(%) 195.16
219.50

316.74

280.86
Quick Ratio(%) 149.55
172.81

262.36

235.77
Times Interest Earned(Times) (62.31) 20.51
(2.67)
(37.47)
Operating
Performance
Average Collection Turnover
(Times)
1.65
3.32

2.38

2.37
Days Sales Outstanding 221.66
109.93

153.36

154.00
Average Inventory Turnover
(Times)
3.63
6.51

4.55

4.68
Average Payment Turnover
(Times)
7.02
7.37

5.24

5.54
Average Inventory Turnover
Days
100.55
56.06

80.21

77.99
Property, Plant and Equipment
Turnover(Times)

0.70

1.61

1.25

1.07
Total Assets Turnover(Times) 0.25
0.55

0.39

0.33
Profitability Return on Total Assets(%) (14.69) 3.01
(0.62)
(10.45)
Return on Equity (%) (19.56) 4.03
(1.02)
(13.84)
Pre-tax Income to Paid-in
Capital Ratio(%)
(77.37)
34.49

(6.41)

(98.08)
Net Margin(%) (58.49) 5.21
(1.96)
(32.83)
Earnings Per Share(NT$) (15.04) 3.21
0.05

(9.02)
Cash flow Cash Flow Ratio(%) 19.53
27.61

77.18

21.79
Cash Flow AdequacyRatio(%) 126.38
89.32

81.98

79.35
Cash Flow Reinvestment Ratio
(%)
2.43
4.67

6.88

2.58
Leverage OperatingLeverage N/A
3.41

N/A

N/A
Financial Leverage N/A
1.06

N/A

N/A

Causes leading to changes in various financial ratios over the past two (2) years are explained as enumerated below:

1. Times interest earned

Mainly due to the overall economic impact in 2023 causing a reduction of operating revenue, increase in idle capacity, and provision of asset impairment, thereby resulting in a decrease in the times interest earned.

2. Profitability

Mainly due to the overall economic impact in 2023 causing a reduction of operating revenue, increase in idle capacity, and provision of asset impairment, thereby resulting in a decrease in profitability.

3. Cash flows

Mainly due to the overall economic impact in 2023 causing a reduction of operating revenue and losses, thereby resulting in the decrease in the cash flow ratio and cash reinvestment ratio.

  1. Leverage

The leverage is not applicable as the 2023 operating income is negative.

150

(Individual entity)

(Individual entity) (Individual entity)
Year
Items of analyses

Years
2019~2020
Years 2021 Years 2022 Years 2023
Financial
Structure (%)
Debts Ratio(%) Not
applicable
0.95
0.42

0.33
Long-term Fund to Property, Plant,
and Equipment(%)
515,134.93 495,575.49 442,047.05
Solvency (%) Current Ratio(%) 21.10
481.92

601.21
Quick Ratio(%) 20.60
476.34

591.67
Times Interest Earned(Count) 1,616.99
104.48
(42,796.67)
Operating
Performance
Average Collection Turnover(Count) N/A
N/A

N/A
Days Sales Outstanding N/A
N/A

N/A
Average InventoryTurnover(Count) N/A
N/A

N/A
Average Payment Turnover(Count) N/A
N/A

N/A
Average InventoryTurnover Days N/A
N/A

N/A
Property, Plant and Equipment
Turnover(Count)
238.02
23.16

31.04
Total Assets Turnover(Count) 0.05
0.00

0.01
Profitability Return on Total Assets(%) 4.13
0.07

(13.28)
Return on Equity (%) 4.16
0.07

(13.33)
Pre-tax Income to Paid-in Capital
Ratio(%)
31.79
0.98

(89.80)
Net Margin(%) 90.10
15.54
(2,014.16)
Earnings Per Share(NT$) 3.21
0.05

(9.02)
Cash flow Cash Flow Ratio(%) 451.11
559.55

539.64
Cash Flow AdequacyRatio(%) 95.53
54.09

60.37
Cash Flow Reinvestment Ratio(%) 4.32
N/A

1.78
Leverage OperatingLeverage 1.00
1.01

N/A
Financial Leverage 1.00
1.01

N/A

Causes leading to changes in various financial ratios over the past two (2) years are explained as enumerated below:

1. Financial structure

Mainly due to the repayment of short-term borrowings in 2023, resulting in a decrease in debt-toasset ratio.

  1. Solvency

  2. Mainly due to the repayment of short-term borrowings in 2023, resulting in an increase in the current ratio and quick ratio.

Mainly due to the overall economic impact causing the reduction in operating revenue and profitability, thereby resulting in a decrease in the time's interest earned.

  1. Operating performance

Mainly due to the increase in the parent company's only operating revenue in 2023, thereby increasing operational ability.

4. Profitability

Mainly due to the overall economic impact in 2023 causing the reduction in profitability, thereby resulting in the decrease in profitability.

  1. Leverage

The leverage is not applicable as the 2023 operating income is negative.

151

Glossary - Taiwan-IFRSs version:

  1. Capital Structure Analysis

  2. (1) Debt Ratio = Total Liabilities / Total Assets

  3. (2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment

2. Liquidity Analysis

  • (1) Current Ratio = Current Assets / Current Liabilities

  • (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities

  • (3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses

  • Operating Performance Analysis

  • (1) Average Collection Turnover = Net Sales / Average Trade Receivables

  • (2) Days Sales Outstanding = 365 / Average Collection Turnover

  • (3) Average Inventory Turnover = Cost of Sales / Average Inventory

  • (4) Average Payment Turnover = Cost of Sales / Average Trade Payables

  • (5) Average Inventory Turnover Days = 365 / Average Inventory Turnover

  • (6) Property, Plant, and Equipment Turnover = Net Sales / Average Net Property, Plant, and Equipment

  • (7) Total Assets Turnover = Net Sales / Average Total Assets

4. Profitability Analysis

  • (1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate))/Average Total Assets

  • (2) Return on Equity = Net Income / Average Equity

  • (3) Net Margin = Net Income / Net Sales

  • (4) Earnings Per Share = (Net Income - Preferred Stock Dividend) /Weighted Average Number of Shares Outstanding

5. Cash Flow

  • (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities

  • (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend

  • (3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends)/(Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)

  • Leverage

  • (1) Operating Leverage = (Net Sales - Variable Cost) / Operating income

  • (2) Financial Leverage = Income from Operations /(Operating income – Interest Expenses)

152

  • 6.3 Audit Committee’s Review Report for the Most Recent Year: See Appendix II (Pages 191)

  • 6.4 Financial Statements for the Most Recent Year (including the consolidated financial statements of the parent and subsidiaries): See Appendix IV (Pages 193~317)

  • 6.5 The Latest Individual Auditor’s Report and Financial Statements Audited and Certified by CPA:

  • See Appendix V (Pages 318~398)

  • 6.6 The Company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

153

7. Review, analysis and risk issues regarding financial standing and financial performance.

7.1 Financial conditions

(entities to be merged) Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars
Year
Items
December 31, 2022 December 31, 2023 Amount in
discrepancy
rate of
change(s) (%)
Current assets 32,663,028 30,676,516 (1,986,512) (6.08)
Non-current financial
assets at fair value
throughprofit or loss
90,007 0 (90,007)
(100.00)
Non-current financial
assets at fair value
through other
comprehensive income
8,054,316 7,498,666 (555,650) (6.90)
Property, plants &
equipment
22,037,075 19,464,972 (2,572,103) (11.67)
Right-of-use assets 1,905,157 1,671,302 (233,855) (12.27)
Intangible assets 4,907,583 1,640,602 (3,266,981) (66.57)
Other assets 3,386,304 3,150,404 1,435,402
(6.97)
Total assets 73,043,470 64,102,462 (8,941,008) (12.24)
Current liabilities 10,312,376 10,922,533 610,157 5.92
Non-current liabilities 6,070,098 4,035,193 (2,034,905)
(33.52)
Total liabilities 16,382,474 14,957,726 (1,424,748) (8.70)
Share capital 7,547,840 7,529,405 (18,435)
(0.24)
Capital surplus 46,421,664 46,447,060 25,396 0.05
Retained earnings 654,565
(6,442,832)
(7,097,397) (1,084.29)
Other equity 75,010
(24,296)

(99,306)
(132.39)
Treasury shares (294,810)
(135,163)

159,647
(54.15)
Non-controlling interests 2,256,727 1,770,562 (486,165) (21.54)
Total shareholders’ equity 56,660,996 49,144,736 (7,516,260) (13.27)

154

  • 7.1.1 Analyses into the major causes behind the rate of change(s) up to over 20% with amount

involved in a change up to NT$10,000,000.

  1. Decrease in the current financial assets measured at fair value through profit or loss Mainly due to the disposal of shares in 2023.

  2. Decrease in intangible assets

  3. Mainly due to the recognition of goodwill impairment in 2023 resulting in the decrease in intangible assets.

  4. Decrease in non-current liabilities

  5. Mainly due to the decrease in long-term borrowings in 2023.

  6. Decrease in retained earnings

  7. Mainly due to the overall economic impact in 2023 causing a reduction of operating revenue, increase in idle capacity, and provision of asset impairment, thereby resulting in a decrease in the loss and decrease in retained earnings.

  8. Increase in other equities

  9. Mainly due to the increase in exchange losses from the translation of foreign financial statements in 2023.

  10. Decrease in treasury shares

Mainly due to the cancellation of treasury shares in 2023.

  1. Decrease in non-controlling interests

  2. Mainly due to the overall economic impact in 2023 causing the decrease in the overall profit, thereby resulting in the decrease in non-controlling interests.

7.1.2 Impact resulting from the change: Without a significant impact on the financial conditions. 7.1.3 Future countermeasures: Not applicable.

7.2 Financial performance

(Consolidated) Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars
Year
Items
Fiscal year 2022 Fiscal year 2023 Amount in
discrepancy
rate of
change(s) (%)
Net sales 28,878,250 22,305,680 (6,572,570) (22.76)
Operating costs (23,896,688)
(21,137,938)

2,758,750

(11.54)
Unrealized loss in sales (15)
(13)
2 (13.33)
Gross profit (loss) 4,981,547
1,167,729
(3,813,818) (76.56)
Operating expenses (5,533,845)
(5,199,313)

334,532

(6.05)
Other gains and losses 86,700 30,306 (56,394)
(65.04)
Operating Profit (465,598)
(4,001,278)
(3,535,680) 759.38
Non-operating income &
expenses
(17,870)
(3,383,721)
(3,365,851) 18,835.20
Net income before tax from
continued operation
(483,468)
(7,384,999)
(6,901,531) 1,427.51
Income tax expenses (82,915)
62,267

145,182

(175.10)
Net Profit (566,383)
(7,322,732)
(6,756,349) 1,192.89
Other comprehensive
income(loss)
206,055 (269,770)
(475,825)

(230.92)

7.2.1 Analyses into the leading causes where the rate of change(s) was up to more than 20% with

the amount involved in the change up to NT$10,000,000.

155

  1. Decrease in sales revenue Mainly due to the overall economic impact in 2023, resulting in a decrease in operating revenue.

  2. Decrease in the net amount of gross operating profit and increase in operating losses. Mainly due to the overall economic impact in 2023, resulting in a decrease in operating revenue and an increase in idle capacity.

  3. Decrease in other incomes and expenses

  4. Mainly due to the decrease in government subsidies for the industry in 2023.

  5. Increase in net non-operating expenses

Mainly due to the provision of asset impairment in 2023.

  1. Increase in income tax expenses

    • Mainly due to the increase in overall losses in 2023, resulting in income tax benefits.
  2. Increase in other comprehensive loss Mainly due to the increase in exchange losses from the translation of foreign financial statements in 2023.

  3. 7.2.2 The potential impact of the anticipated sales volumes and the grounds thereof upon the

finance and business of the Company in the future and the countermeasure plans thereof.

The Group’s products cover Epi Water, chips, packaging, and modules, and are applied extensively. Therefore, it is not advised to measure based on the sales volume. For LED products, the Company has been cultivating the market for many years and has strengthened its layout in the automotive, smart sensor, and advanced display markets. This year, the Company will also generate some results from relevant projects successively. In the future, the Group will continuously understand the needs of the end market and proactively develop products in collaboration with customers. Meanwhile, it will also integrate the Group’s resources, maintain leading technology, and strive to provide the best products and services, in order to demonstrate the Group’s corporate value.

7.3 Cash Flow

7.3.1 analysis on changes in cash flow

(Consolidated) Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars
year
items
Fiscal year 2022 Fiscal year 2023 increase
(decrease) in
amount
rate of
change(s) (%)
Net cash flow from
operatingactivities
7,959,042 2,379,555 (5,579,487) (70.10)
Net cash flow from investing
activities

(4,699,400)

(2,134,017)

2,565,383
(54.59)
Net cash flow from
financingactivities
295,875 (765,159) (1,061,034) (358.61)

Fiscal year 2023 analysis on changes in cash flow

1. Operating activities

In 2023, due to the weak overall economy that affected the end demand resulting in a decrease in operating revenues and profitability, the net cash inflow from operating activities decreased by NT$5.58 billion from 2022.

2. Investing activities

The Company adjusted its capital expenditure schedule flexibly based on the actual market demand. The property, plant, and equipment acquired in 2023 decreased by NT$ 2.29 billion from 2022.

3. Financing activities

In 2023, in order to reduce interest expenses and repay bank borrowings, the net cash outflow from financing activities was NT$770 million. Despite the repayment of bank loans and distribution of cash dividends in 2022, there was still a net cash inflow from financing activities, NT$300 million, due to the cash capital increase completed in that year.

156

Plan to improve cash deficit

The Company’s net cash inflow from operating activities in 2023 reached NT$2.38 billion, and the net cash at the end of the year was NT$11.1 billion. Therefore, there was no cash deficit.

7.3.2 Cash liquidity analysis for the upcoming year

==> picture [398 x 173] intentionally omitted <==

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

Expressed in Thousand New
(Consolidated)
Taiwan Dollars
Anticipated
Anticipated to figures for
come from in investment Anticipated
At the beginning
the entire year and capital- cash surplus Amount of cash deficit
of the term
operating raising (inadequacy) Remedial measures
Balance in cash
activities activities in amount
net cash flow the entire year
net cash flow
wealth
investment
(a) (b) (c) (a)+(b)+(c) management
plans
plans
15,563,488 1,759,448 (2,618,176) 14,704,759 - -
----- End of picture text -----

  • Analysis on changes in cash flow in 2024

  • 1 In the entire year, the major cash inflow primarily came from operating activities. The cash outflow primarily resulted from introduction into new business lines, equipment for the new manufacturing process, and expansion of high-end productivity which caused capital expenditures.

  • 2 In the very premise to secure stable cash flow, toward the cash flow amidst the cash balance on the book and in the operating activities, investing, and financing activities, the Company launches prudential planning with consideration of the update in the financial market to control all sorts of cash expenditures in a sound manner.

7.4 The impact of significant capital expenditures on the treasury related operation in the most recent year.

7.4.1 Facts of the utilization of major capital expenditures by the Company and

its subsidiaries in 2023 and the capital sources

Expressed in Thousand New Taiwan Dollars Expressed in Thousand New Taiwan Dollars
Items of the plan Source of capital Total amount of working
capital required
procurement of machinery
& equipment
Own capital funds ,loans
andprivate equity
2,033,835

7.4.2 Impact upon financial and business aspects

The Group invests the relevant capital expenditures in accordance with the needs of strategic deployment, in response to the market demand of customers, and optimizes the Company’s product portfolio and technical specifications. The Group carefully evaluates the capital needed for the purchase plans of machinery equipment, and plans the utilization of working capital properly, without risk of insufficient funds due to capital expenditures. Therefore, there is no major adverse impact on the finance and business of the Company and its subsidiaries.

157

7.5 The outward investment policy, the key causes behind profit or loss in the most recent year, the plans for countermeasures and investment plans in the upcoming year.

In the 2023 consolidated statements, the Company recognized the loss on the investment accounted for using the equity method, NT$549 million, mainly due to the slow recovery of the LED industry in 2023, and the gradual destocking of terminal electronic products (such as mobile phones, tablets, and computers). However, the factors, such as continued pressure from international inflation and lift rate, the ongoing Russia–Ukraine War, the slowdown of China’s economy, and geopolitics, still posed impacts. As a result, the sales force of electronic components products was not as good as expected, resulting in the overall loss of the investees’ operations.

Ennostar’s reinvestments focus on medium- and long-term strategic objectives, and the investment targets are mainly strategic investees to cultivate new competitive advantages and growth momentum. The investment pillars are automotive, advanced display, and intelligent sensors, to shift the business positioning to high-tech and high-value-added application markets. Looking to the future, Ennostar will continue to invest based on the Group’s long-term development strategies, to create a leading position in the industry. Starting from the core capabilities, it will gather the resources and strength of the Group and its partners, and continuously invest in innovative research and development to exert the synergy of the Group’s cooperation and become the full optoelectronic integration solution provider.

7.6 Risk-related issues

7.6.1 Policy and organizational structure of risk management

The Board and senior management of Ennostar Group have been committed to strengthening corporate governance and promoting risk management for a long time. In light of the increasingly complex business operations faced by enterprises, Ennostar Group promotes a comprehensive enterprise risk management (ERM) to steadily operate the business and move toward the corporate sustainable development goals. On November 3, 2022, the Board approved the formal establishment of the “Risk Management Committee” under the “ESG Committee” subordinate to the Board. In order to demonstrate its decision to value corporate sustainability and risk management, Ennostar Group renamed the “ESG Committee” into the “Corporate Sustainability and Risk Management Committee” in February 2024, expecting to focus on the following aspects:

  • 1 The Risk Management Committee is established to assist the risk management team in sub-committees to operate smoothly

  • 2 Optimize the basic risk management framework, to fully implement the risk management mechanism.

  • 3 Comprehensively introduce the enterprise risk management mechanism,

158

identify the Group’s focused risks through the top-down and bottom-up approaches, and formulate corresponding action plans, to improve the corporate resilience of the Group’s companies when facing operational risks

  • 4 Elevate the risk management awareness of all employees and establish the Group’s risk management culture

Risk management policy

The risk management procedures, include the five major elements, namely, risk identification, risk analysis, risk assessment, risk response, and supervision & review mechanism. The procedures and methods to be executed physically for each element shall also be specified, in order to establish the risk knowledge base, divided into Level 1 for the category, Level 2 for the sub-category, Level 3 for the item, and Level 4 for the scenario, and items, such as impact and response. Level 1 risks are divided into five major dimensions, namely governance, reporting, strategic planning, compliance, and operation/infrastructure. The scope of risks include but are not limited to, operational, market, environmental, strategic, financial, governance, compliance, and reporting risks.

The risk management personnel conduct the overall enterprise-wide risk identification at least once per year, with respect to the short-term, mid-term, and long-term goals and functions of their units, based on the Group’s strategic goals and risk management policy and procedure authorized by the Board of Directors, and also the Group’s risk knowledge base.

Organizational structure

==> picture [416 x 209] intentionally omitted <==

Operations

To identify the challenges that may arise for Ennostar Group in the future, early and systematically, and respond appropriately to improve corporate resilience, at the initial stage of the enterprise risk management (ERM) introduction, the five common risks to be monitored first were identified through executives, namely technological development, supply chain, talent shortage, geopolitics, and climate change (shortage of water/power). Upon the approval and confirmation

159

of the highest risk governance unit, the Board of Directors, on November 3, 2022, the follow-up risk scenario analysis and risk assessment for implementation, response strategies, and action plans were conducted. Meanwhile, the construction of the Ennostar Risk Knowledge Database will be completed in 2023. The measurement standards and methods of risk assessment will start from the bottom, and risk management will be incorporated into the business strategies to reduce the risks of these issues to which the Group is exposed. Through the introduction of ERM, the Company’s risk management policies and procedures are adjusted and optimized in a timely manner, and the annual risk management implementation results are reported, to gradually form a corporate governance culture through the guidance and supervision of the Board.

The Risk Management Committee is composed of the chairmen of four companies including the Company, Epistar, Lextar Electronics, and Unikorn Semiconductor. The Committee meets on a quarterly basis and reports the implementation status to the “Corporate Sustainability and Risk Management Committee” regularly. The members of the executive office and the executive secretaries of the four groups under the Committee are appointed by the Chief Financial Officer to arrange, communicate and coordinate the risk group meetings of the Group companies (the Company, Epistar, Lextar Electronics, and Unikorn Semiconductor), responsible for promoting, implementing and maintaining the risk management mechanism. Members within the risk management organization (including officers and execution staff) also need to receive relevant education and training courses. For their duties and functions, please refer to the “Risk Management Policy and Procedures” published on the official website.

  • 7.6.2 The impact upon the Company’s profit and/or loss by the changes in interest rate, exchange rate and inflation and the future countermeasures.

  • Interest rate

    • (1) Impact upon the Company’s profit and/or loss As owning net deposit positions, the Company and its subsidiary, on December 31, 2023, conducted sensitivity analyses on exposure to risk by the non-derivative financial instruments. Where the change of interest rates in all sorts of markets is within 0.1%, both the Company and its subsidiaries would increase or decrease consolidated profit before tax by NT$11,093,000 in Fiscal 2023. Accordingly, a change in the interest rate would not cause a too significant impact on the consolidated net profit of the Company and its subsidiaries. Such simulation is carried out on a quarterly basis to ensure that the potential maximum possible loss would fall within the limits fixed by the management level.

    • (2) Future countermeasures

      • A. Sound financial structure: The Group will, in due time in the future, lower the amounts of the financing from banks as the operating status and the need for working capital may justify..

      • B. Both the Company and its subsidiaries would, periodically, evaluate interest rates on loans from banks and have maintained very sound

160

ties with banks to acquire very preferential interest rates. As the changes in interest rates may justify, adjust the utilization of working capital to minimize the potential impact resulting from changes in interest rates upon the Company's profit and/or loss.

  1. exchange rate

  2. (1) impact upon the Company’s profit and/or loss

Expressed in Thousand New Taiwan Dollars; %

Year
Items

Fiscal year 2023
Net revenues (1) 22,305,680
Operating profit (loss) (2) (4,001,278)
Foreign exchangegain(loss), net(3) (102,079)
(3)/(1) -0.46%
(3)/(2) 2.55%
  • (2) Future countermeasures

Where export-oriented markets account for a very significant ratio to the operating revenues of the Company and its subsidiaries, the exchange rate of U. S. Dollars would, therefore, pose an impact on the profit and/or loss of the Company and its subsidiaries. The Company stays vigilant on the fluctuation of exchange rate and, besides, continually and unceasingly carries out the following countermeasures:

  • A. The Company's Department of Finance maintains very close ties with the foreign exchange departments of financial institutions concerned and collects exchange rate fluctuation-related information all the time to adequately dominate exchange rate trends and changes as the referential grounds in forwarding foreign exchange trading and foreign exchange settlement.

  • B. The Department of Finance is required to submit an internal appraisal report about the hedging position of assets (liabilities) in foreign currencies to the Company's management which would, in turn, duly carry out adjustments and countermeasures as necessary.

  • C. The Business Department would conduct comprehensive consideration and evaluation of the future exchange rate trend and the factors of potential impacts before quoting to customers to resolve appropriate and rational prices to be quoted.

  • D. The foreign currencies receivable for assets sold and liabilities in foreign currencies payable shall be in the same currencies. The assets in foreign currencies incurred in the prior transaction shall be taken to offset liabilities in foreign currencies to accomplish the effect of hedging. In case of the net position in foreign currencies or an event with a need for foreign currencies in the future, the Company shall buy or sell forward foreign exchange to adjust the positions of foreign currencies to accomplish the effect of the automatic hedging amidst balance between the assets in foreign currencies and liabilities in foreign currencies.

161

  1. Inflation

    • The Company and its subsidiaries primarily purchase commodities from Taiwan and Mainland China and primarily export products to European and American markets, Mainland China and other Asian regions. The inflation did not incur a significant impact upon the Company in Fiscal 2023.The Company, nevertheless, does not at all assure that inflation in the future will not incur a significant change in attribute, extent or scope to lead to an adverse impact upon the Company and its subsidiaries. The Group shall, nevertheless, stay closely vigilant on changes in the supply/demand status and prices of raw materials & materiel to adjust inventory in real-time. Through the research & development efforts toward low-cost substitute raw material sources and efforts to boost product brightness level, the Group shall put forth maximum possible efforts to lower operating costs and, in turn, minimize the impact upon the Company’s profit and/or loss.
  2. 7.6.3 The facts in engaging high risk, high leverage investment, loan funds to others, policies in endorsement/guarantee and transaction in derivative financial instruments, major causes leading to profit or loss and future countermeasures to deal with the same.

Items of risks Performance in
implementation
Policies and future
countermeasures
high risk, high
leverage
investment
Here at the Company and its
subsidiaries we did not at all
engage in high-risk, high
leverage investment in the
most recent year and as of
the publication date of the
Annual Report
Both the Company and its
subsidiaries have focused on
the principal business lines
and have not engaged in
high-risk, high-leverage
investment.
Capital funds
loaned to others
1. Due to the business
turnover needs of Unikorn
Semiconductor
Corporation, the company
has loaned NT$200 million
to the company.
2. In response to the needs
of by subsidiaries in
working capital, the
Company loans working
capital outwardly.
The Company and its
subsidiaries have lent their
funds to others exactly in
accordance with the
“Procedures for Loaning of
Funds to Other Parties” of
the respective companies
and have duly launched
announcements and
declaration to the public
accordingto law.
Endorsement/gu
arantee
1. The Company has not
rendered in the most
recent year as of the
publication date of the
Annual Report.
2. The
endorsements/guarantees
related issues carried out
among subsidiaries
themselves wereprimarily
The Company and its
subsidiaries have duly
carried out
endorsement/guarantee
exactly in accordance with
their own “Procedures for
Endorsements and
Guarantees ” and have
further carried out
announcements and

162

Items of risks Performance in
implementation
Policies and future
countermeasures
intended to help raise
workingcapital
declaration to the public
accordingto law.
Transaction with
derivative
financial
instruments
The Company and its
subsidiaries engage in
forwarding foreign exchange
trading primarily in an
attempt to evade the
potential risks that are likely
to rise amidst fluctuations of
exchange rates for the assets
and liabilities denominated
in foreign currencies.
Both the Company and its
subsidiaries duly carry out
such transactions based on
their own respective
“Acquisition or Disposal
Procedures of Assets ” and ”
Engage in Derivatives
Transaction Handlers” with
evaluation on a regular basis
and further launch
announcements and
declaration to the public
according to laws and
ordinances concerned.

Note: For more information on funds loaned to others, please refer to the appendix of financial statements of the respective terms.

  • 7.6.4 The future research & development plans and the research & development costs anticipated to be invested.

The main body of the Company’s R&D is situated in Taiwan, and the main R&D projects are led by the subsidiaries (Epistar and Lextar), which will continue to refine processes and R&D technologies, and integrate the Group’s resources to achieve the most efficient R&D plan. It is expected that the R&D expenditure invested in 2024 will maintain a steady growth. For details, please refer to Page 121 of the annual report.

  • 7.6.5 The potential impact resulting from changes in major policies and laws at home and abroad upon the Company's business and financial performance and the countermeasures in response.

The Company, as always, faithfully complies with the policies, laws and ordinances concerned of the nation as well as export control, economic activities and environmental protection issues in the international community. The Company stays closely vigilant on the potential impact with firm domination of the changes in policies and laws likely to adversely affect the Company's business operation. In close coordination with the internal systems and operating activities, the Company ensures smooth and unobstructed business operation. As of the publication date of the Annual Report, changes in the relevant policies and laws have not cast any significant impact on the Company in finance and business operations.

  • 7.6.6 The impact resulting from changes in technologies (including risks in information (cyber) security) and changes in industries upon the Company in finance and business operation and the countermeasures.

Hacking incidents have increased. In 2022, many TWSE and TPEx listed companies

163

in Taiwan announced that they were hacked in their material information release. Information security has been listed as one of the important risk management issues by the Group. The Company and its key subsidiaries (Epistar, Lextar Electronics and Unikorn Semiconductor) have already completed the ISO 27001 information security certification. Meanwhile, in order to master the information security intelligence, the Group participates in TWCERT/CC and become a member of Taiwan Chief Information Security Officer Alliance; the subsidiaries also work with the SP-ISAC of the industries they belong to, to participate in the joint defense program, for grasping information security information, responding to risk threats early, and effectively improving the Group’s information security defense capabilities. Facing the major international system vulnerabilities or information security incidents, the timely contingent fixes are conducted through weekly meetings, and the methods of intrusion cases are studied, to mend the existing deficiencies. The detection mechanism is enhanced as well to detect abnormal behavior immediately to mitigate the risk.

The Company’s cybersecurity risk management framework, cybersecurity policy, specific management programs, and resources invested in cybersecurity management have been disclosed on the Company’s website for reference.

  • 7.6.7 The impact resulting from a change in corporate image upon the management over the corporate crisis and the countermeasures thereof.

The Company regards ethical management as an important core value, and constructs the corporate culture and systems accordingly. The “Risk Management Policy and Procedures” are established to assess the operational, market, environmental, strategic, financial and governance, compliance and reporting risks regularly and set forth the response action programs with respect to the high-risk items, so as to protect the rights and interests of stakeholders, strengthen communication channels, and understand their needs and expectations for the reference of sustainable development planning, and enhance the sustainable performance in the Company’s operations. Meanwhile, the Company proactively invests capital in product research and development and innovation management, including the high value-added fields, such as Mini/Micro LED, automotive and smart sensors, to exert integration synergy via the Group. The positioning and maintenance of patents are helpful in strengthening industrial competitiveness. In the future, we will continue to insist on the philosophy of sustainable management to lead the group to grow together. During the most recent year up to the date of publication of the annual report, the Company had nothing to affect the corporate image.

  • 7.6.8 The anticipated benefits, potential risks and countermeasures toward the merger/acquisition (M&A).

  • Both the Company and its subsidiaries did not launch any merger/acquisition (M&A) programs in the most recent year as of the publication date of the Annual Report

  • 7.6.9 The benefit anticipated from the effort of plant expansion, the potential risks and the countermeasures.

Upon integration of the Group’s factory premises in Taiwan, the Group wishes to replace the new plant construction planning with the existing plants, in order to activate assets and improve the efficiency of utilization of the Group’s assets. As

164

of the date of publication of the annual report, the Company and its subsidiaries have no plan to expand the plants.

  • 7.6.10 Risks in concentrated incoming and outgoing products and the countermeasures thereof.

  • 1 In terms of incoming products

    • The Group is a company specializing in the production of LED epitaxy, chip grains, package and modules. To ensure the fine and flawless quality of products, the Group upholds a strategy to procure raw materials & materials into sound and comprehensive consideration toward the quality, prices lead time periods and close coordination as well as other factors concerning the suppliers. The Group puts forth the maximum possible efforts to screen/select the right suppliers. Except for some main materials which are available exclusively from a single supplier which has been a long-term partner coordinating with the Group, for the rest of raw materials & materials, we try to develop and maintain two or more supplier sources. All the time, we maintain very friendly and cordial ties with the suppliers. With each single supplier, the Group’s incoming procurement amount does not at all exceed 20% of the aggregate total. The Group is, therefore, free of any sort of centralized procurement related risk.
  • 2 In the aspect of sales

    • The Group has specialized in the production and manufacture of compound semiconductors, with products covering such epitaxy, chip grains, package to modules. We are capable of providing customers with such services including notably integration of supply chains, customized production and solutions. Our products are applied toward the scope covering displays, professional lighting, automotive sensing, 5G communications, NMOS, and the like within a very extensive range of applications.

    • Other than the continued efforts to maintain sound and close ties with existent customers, we proactively utilize our core technology & know-how to expand the current LED and other III-V compound semiconductors, guiding the entire Group to further extend toward varied aspects. Teaming up with the customers in the relevant application range, we launch technical coordination and strategic coordination in patents, inventions, and the like to accelerate virtual vertical integration to further expand the channels to market products to develop products and markets in concerted teamwork. The sales amount of each of the Group’s customers never exceeds 20% of the total sales amount; therefore, there should be no risk over sales concentration.

  • 7.6.11 The impact and risk to be incurred significant transfer or exchange by the directors and supervisors or key shareholders holding in excess of 10% in shareholding ratios upon the Company and the countermeasures.

In the most recent year and up to the date of publication of the annual report, except for those that have been announced and reported in accordance with the law, the Company has no knowledge of any risk of mass transfer or

165

replacement of equity by any directors or major shareholders holding more than 10% of the shares.

  • 7.6.12 The impact and risk upon the Company resulting from a change in the managerial officer’s power and the countermeasures. None.

7.6.13 Litigation or non-litigation issues

Ennostar Group

Subject Fa t in the subject
dispute
Amount of the
target
Commencement of
litigation
Key issues
involved in
the
litigation
Involved
party(ies)
Fact of the
current
processing
Civil litigation
on infringement
of patent

An accusation
against Lowe's of
some LED filament
bulb products in
infringement of Jing
Yuan Optronics
Company’s
American Patent
codes US6,346,771,
US8,492,780,
Three invention
patents in
US7,560,738 and
the like
Pending for a
judgment to be
ruled by the
court
2017..04.28 Lowe's Currently
being heard
in the District
Court in
California,
USA
Civil litigation
on infringement
of patent

An accusation
against Lowe's of
some LED filament
bulb products in
infringement of Jing
Yuan Optronics
Company’s
American Patent
codes US9,664,340,
US9,065,022,
US8,240,881,
US7,489,068,
Five invention
patents in
US10,224,455 and
the like
Pending for a
judgment to be
ruled by the
court
2020.05.22 Lowe's Currently
being heard
in the District
Court in
Texas, USA
Civil litigation
on infringement
of patent

An accusation
against Lowe's of
some LED filament
bulb products in
infringement of Jing
Yuan Optronics
Company’s
American Patent
codes US7,560,738,
One invention
patents and the like
Pending for a
judgment to be
ruled by the
court
2023.09.01 Lowe's Currently
being heard
in the District
Court in
Texas, USA

The Company's director Director AUO Corporation Co., Ltd. (hereinafter referred to as AUO Corporation Company):

166

(Source: AUO Corporation Company’s Consolidated Financial Statements for Fiscal 2023)

In May 2014, LG Electronics Nanjing Display Co., Ltd. and seven of its affiliates (the plaintiff) filed a lawsuit in Seoul Central District Court against certain LCD manufacturers including AUO, alleging overcharging and claiming damages. The trial court in Korea ruled in November 2023 that AUO shall pay the plaintiff KRW 29.099 billion plus interest. The case is a derivative civil lawsuit from the concluded LCD antitrust case in 2006. The plaintiff has filed the lawsuit since 2014 and the case was pending for many years. AUO filed an appeal in December 2023, and deposited said KRW 29.099 billion plus interest with the court in January 2024. For the time being, the final outcome of the case remains uncertain. AUO is still evaluating the merits of this lawsuit.

In October 2023, Phenix Longhorn LLC (Phenix) filed a lawsuit against two companies, including AUO, with the United States District Court for the East District of Texas, alleging infringement upon certain U.S. patents held by Phenix in connection with the manufacture of LCD panels. Meanwhile, it claimed unspecified monetary damages and a preliminary injunction against future infringement in its letter of complaint. AUO intends to defend this lawsuit proactively, but the final outcome of the case remains uncertain. AUO is still evaluating the merits of the lawsuit.

Since 2010, there have been several environmental-related administrative legal proceedings in relation to the development plan of AUO’s 8.5-generation plant located in the Central Taiwan Science Park in Houli District, Taichung City. On November 6, 2018, the Ministry of Environment announced that the same had passed the review on environmental impact assessment. On October 24, 2019, the Appeal Review Board of Executive Yuan rejected the administrative appeal filed by the five local residents to revoke the announcement of the EIA approval. However, on December 24, 2019, the five local residents filed an administrative appeal with the Taipei High Administrative Court. The Taipei High Administrative Court ruled in favor of the residents on July 21, 2022, and revoked the EIA approved by the EPA. EPA has filed an appeal with the Supreme Administrative Court on August 17, 2022. For the time being, the final outcome of the case remains uncertain. AUO is still evaluating the merits of this lawsuit.

  • 7.6.14 Other significant risks and countermeasures.

7.7 Other important notes: None

167

8. Special Disclosure

8.1 Summary of Affiliated Companies

8.1.1 Organization Chart of Ennostar Inc.'s Affiliated Companies (December 31, 2023)

==> picture [475 x 344] intentionally omitted <==

168

==> picture [710 x 352] intentionally omitted <==

169

==> picture [716 x 389] intentionally omitted <==

170

8.1.2 Basic Information of Affiliates

Name of enterprise Date of
incorporation
Address paid-in capital Major business lines or
production items
Epistar Corporation 1996.09.19 21, Li-hsin Rd., Hsinchu Science Park Hsinchu City,
Taiwan
NTD
11,164,791,880

Research & development,
manufacture and sales of Light
Emitting Diode upstream LED
epitoxyand chip grains
Lextar Electronics Corp. 2008.05.23 6 F., No. 21, Lixing Rd.,Hsinchu Science Park,
Hsinchu City, Taiwan
NTD
5,149,163,800

From photoelectricitic
semiconductor packages, SMT to
doculeproducts
Lighting Investment Corp. 2007.11.08 9F.-1, No. 67, Ziyou Rd., East Dist., Hsinchu City,
Taiwan
NTD
1,914,785,180
professional investment
Episky Corporation (Xiamen) Ltd. 2006.12.13 No. 99 Xiangxing Road, Torch Gaoxin District
(Xiangan) Industrial Zone, Xiamen City
USD
68,000,000
Production and sales of Light
Emitting Diode grains
Episky(Hong Kong)Ltd. 2008.05.06 Room 2702-03, CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
68,000,000
professional investment
Lighting Investment Ltd. 2008.05.16 Vistra Corporate Services Centre, Wickhams Cay
II, Road Town, Tortola, VG1110, British Virgin
Islands
USD
4,564,300
professional investment
Epistar JV Holding (BVI) Co., Ltd. 2010.01.21 Vistra Corporate Services Centre, Wickhams Cay
II, Road Town, Tortola, VG1110, British Virgin
Islands
USD
482,780,000
professional investment
LiteStar JV Holding (BVI) Co., Ltd. 2010.02.22 Vistra Corporate Services Centre, Wickhams Cay
II, Road Town, Tortola, VG1110, British Virgin
Islands
USD
132,050,000
professional investment
Epicrystal (Hong Kong) Co., Ltd. 2010.03.05 Room 2702-03, CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
146,600,000
professional investment
Luxlite (HK) Corporation Limited 2008.12.18 Room 2702-03, CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
3,800,000
professional investment
Epicrystal Corporation (Changzhou)
Ltd.
2010.04.07 No. 518 Yancheng S. Road, Wujin National Gaoxin
Technology Development Zone, Changzhou City,
Jiangsu Province
USD
157,000,000

Production and sales business on
Light Emitting Diode epi-wager
chips
Yenrich Technology Corporation 2010.12.11 2F, No. 52 Park Zone 2nd Road, Baoshan
Township, Hsinchu County, Hsinchu Science Park
Zone
NTD
260,000,000
Manufacture and sales of
electronic parts & components

171

Name of enterprise Date of
incorporation
Address paid-in capital Major business lines or
production items
United Led Corporation Hong Kong
Limited
2010.10.29 Room 2702-03, C.C.Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
89,500,300
professional investment
United Led Shan Dong Corporation 2010.02.25 No. 6688 Chungwen Boulevard, Gaoxin District,
Jining City, Shandong Province, China
USD
84,000,000

Production and sales business on
Light Emitting Diode epi-wager
chips
HUGA Holding (Samoa) Limited 2011.01.13 Vistra Corporate Services Centre, Ground Floor
NPF Buildinf, Bach Road, Apia Somoa.
USD
12,551,035
professional investment
Epistar (Hong Kong) Limited 2013.04.25 Room 2702-03, CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
82,850
professional investment
Can Yang Investments Limited 2009.11.24 Room 2702-03, CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
76,000,000
professional investment
Jiangsu Canyang Optoelectronics
Ltd.
2009.10.12 No. 9 Zhouzhuanghezhi Road, Yangzhou City
Economic Development Zone, Jiangsu Province
USD
192,000,000

Production and sales business on
Light Emitting Diode epi-wager
chips
Unikorn Semiconductor
Corporation
2018.10.11 1F, 5, Li-hsin 5th Rd., Hsinchu Science Park,
Hsinchu 300, Taiwan
NTD
1,682,425,000
Professional OEM of 35
compound semiconductors
Prolight Opto Technology
Corporation
2004.10.22 No. 89 Hsiyuan Road, Zhongli District, Taoyuan
City
NTD
680,620,000
Package, manufacture and sales
of Light-Emitting Diode (LED)
Gan Force Corporation 2019.10.07 9F~1, No. 69 Ziyu Road, Hsinchu City NTD
2,218,000

Research & development, design
and sales of electronic
components
Amengine Corporation 2020.06.15 2F.-3, No. 6-1, Sec. 2, Shengyi Rd., Zhubei City,
Hsinchu County , Taiwan (R.O.C.)
NTD
50,566,250

Research & development,
production and sales of optical
sensingmodules
Shenzhen Epikylin Optoelectronics
Co.,Ltd.
2020.06.09 Room 1501, 15F (Fuguang Commercial Building) Qi-
Zhi-Gu Commercial Mansion, No. 1, Tangling Road,
Liuxian Boulevard,Nanshan District,Shenshen City
RMB
10,000,000
Sales of Light Emitting Diode
grains
Lextar Electronics (Suzhou) Corp. 2010.02.05 West Side, 1F, Building T, No.13, Chun Hui Road,
Suzhou Industrial Park, China
USD
125,705,000

Manufacture and sales of light-
emitting diode (LED) and the
modules thereof
Liang Li Venture Corp. 2006.05.10 3F., No. 1, Keyi St., Zhunan Township, Miaoli
County 350, Taiwan (R.O.C.)
NTD
180,000,000
general investment
Lextar (Singapore) Pte. Ltd. 2009.11.23 16 Raffles Quay, #19- 01 Hong Leong Building,
Singapore
USD
90,270,000
general investment

172

Name of enterprise Date of
incorporation
Address paid-in capital Major business lines or
production items
Lextar Electronics Korea Ltd. 2010.12.10 B-No.1726 Geumgang Penterium IT Tower, 282
Hagui -ro Dongan-gu, Anyang-si, Gyeonggi-do,
South Korea
USD
100,000
Rendering LED related after-
sales services
Wellypower Optronics Corporation 1999..06.08 Vistra Corporate Services Centre, Wickhams Cay
ii, Road Town, Tortola, Vg1110, British Virgin
Islands
USD
5,153,061
Business in general investment
Apower Optronics Corporation 2003.02.11 VISTRA CORPORATE SERVICES CENTRE,
WICKHAMS CAY II, ROAD TOWN, TORTOLA,
VG1110,BRITISH VIRGIN ISLANNDS
USD
31,600,000
general investment
Wellybond Corporation 2008.06.10 3F., No. 1, Keyi St., Zhunan Township, Miaoli
County 350, Taiwan (R.O.C.)
NTD
750,000,000
general investment
Wellybond Optronics (H.K.)
Corporation
2008.10.15 Room 2702-03, CC Wu Building, 302-8 Hennessy
Road, Wanchai, Hong Kong
USD
500,000
general investment
Trendylite Corporation 2013.02.05 3F., No. 1, Keyi St., Zhunan Township, Miaoli
County 350, Taiwan (R.O.C.)
NTD
31,500,000
Illumination business、Electronic
component manufacturing
Lextar Electronics (Chuzhou) Corp. 2017..05.15 No. 2168 Qingliu East Road, Suchu Modern
Science Park Zone, Chuzhou City, Anhui Province
RMB
700,000,000

Manufacture and sales of light-
emitting diode (LED) and the
modules thereof
Vogito Innovation Co., Ltd. 2018.07.25 3F., No. 1, Keyi St., Zhunan Township, Miaoli
County 350, Taiwan (R.O.C.)
NTD
2,000,000
Design, research & development
and sales of healthcare products
Hexawave, Inc. 1991.02.20 1F, No. 2 Zhanyeh 2nd Road, Hsinchu Science
Park ,Hsinchu City,
NTD
403,438,340

Manufacture and sales of
compound semiconductor
materials and modules
Wellyhertz Electronics Corp. 2020.11.18 3F., No. 1, Keyi St., Zhunan Township, Miaoli
County 350, Taiwan (R.O.C.)
NTD
35,100,000
Business in electronic parts &
components manufacture
Sh Optotech Co., Ltd. 2010.09.25 9F~1, No. 69 Ziyu Road, Hsinchu City NTD
64,881,110
Sales of Light-Emitting Diode
(LED)
ProLight Opto Holding Corporation 2010.11.11 No.24, Lesperance Industrial Estate, MAHE
Seychelles
USD
150,000
Business in general investment
ProLight Opto Technology
Corporation
2010.11.15 No.24, Lesperance Industrial Estate, MAHE
Seychelles
USD
150,000
Business in general investment
Shanghai Welight Electronic Co.,
Ltd
2011.12.02 Room 501B, No. 2911 Zhongshan N. Road, Putuo
District, Shanghai City
USD
150,000

Wholesales and import business
for LED-related electronic
products

173

Name of enterprise Date of
incorporation
Address paid-in capital Major business lines or
production items
Harvestar Investment Corp 2021.07.02 9F.-1, No. 67, Ziyou Rd., East Dist., Hsinchu
City , Taiwan (R.O.C.)
NTD
1,150,000,000
Business in general investment
Calystar Investment Corp. 2021.11.11 9F.-1, No. 67, Ziyou Rd., East Dist., Hsinchu
City , Taiwan (R.O.C.)
NTD
440,000,000
Business in general investment
Precistar Investment Corp. 2022.10.20 9F.-1, No. 67, Ziyou Rd., East Dist., Hsinchu
City , Taiwan (R.O.C.)
NTD
480,000,000
Business in general investment
Praistar Investment Corp. 2022.10.20 9F.-1, No. 67, Ziyou Rd., East Dist., Hsinchu
City , Taiwan (R.O.C.)
NTD
270,000,000
Business in general investment
Manastar Investment Corp. 2022.10.20 9F.-1, No. 67, Ziyou Rd., East Dist., Hsinchu
City , Taiwan (R.O.C.)
NTD
1,000,000
Business in general investment
Chuzhou Bwin Techology Corp. 2018.12.20 No.11,Weiye Road, Suchu modern industrial park,
Chuzhou, Anhui
RMB
1,000,000,000
R&D, production and sale metals
and plastics technical product

8.1.3 Shareholders representing both holding companies and subordinates: None.

8.1.4 Industries Covered by all the Affiliates: Including optoelectronic industry and investment industry.

8.1.5 Name of each affiliated company’s Director, Supervisor, and President

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Epistar Corporation Director Ennostar Inc.
Legal representativeChin-Yung Fan
Ennostar
shareholding
1,116,479

100.00%
Lextar Electronics Corp. Director Ennostar Inc.
Legal representativeHsiu-Mu Tang
~~th~~
~~d h~~
Ennostar
shareholding
514,916
thousand shares
100.00%

174

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Lighting Investment Corp. Director Epistar Corporation
Legal representativeChin-Yung Fan
Epistar.
shareholding
191,479
thousand shares
100.00%
Episky Corporation
~~(~~Xiamen) Ltd.
Director Episky(Hong Kong)Ltd.
Legal representativeJen-Chau WuChang BaoMing-Da Jin
Wen-Chieh Kuo
Episky(Hong Kong)
invested
USD 68,000 thousand

100.00%
Supervisor Episky(Hong Kong)Ltd.
Legal representativeYung-ShengYu
Episky(Hong Kong)Ltd. Director Chin-Yung Fan Epistar JV
invested
USD 68,000 thousand

100.00%
Lighting Investment Ltd. Director Chin-Yung Fan Lighting
shareholding
46 thousand shares
100.00%
Epistar JV Holding (BVI) Co.,
Ltd.
Director Chin-Yung Fan Epistar
shareholding
48 thousand shares
100.00%
LiteStar JV Holding (BVI)
Co., Ltd.
Director Chin-Yung FanJen-Chau WuLiao-Shou Yen Epistar JV
shareholding
11 thousand shares
82.41%

175

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Epicrystal (Hong Kong) Co.,
Ltd.
Director Chin-Yung FanMing-Da JinLiao-Shou Yen LiteStar JV
Shareholding
146,600 thousand
shares
100.00%
Luxlite (HK) Corporation
Limited
Director Chin-Yung FanYung-Sheng YuWei-Kuo SuJen-Chau Wu
Ming-Da Jin
Lighting shareholding
3,800 thousand
shares
100.00%
Epicrystal Corporation
~~(~~Changzhou) Ltd.
Director Epicrystal (Hong Kong) Co., Ltd.
Legal representativeJen-Chau WuChang BaoLiao-Shou Yen
Episky Corporation (Xiamen) Ltd.
Legal representativeMing-Da Jin
Epicrystal (Hong
Kong) invested
USD 146,600
thousand
Episky (Xiamen)
invested
USD 5,200 thousand
96.69%
Supervisor Wun-Ting Wang
Yenrich Technology
Corporation
Director Lextar Electronics Corp.
Legal representativeHsiu-Mu TangCun-Jhong Li
Wan-Ji SyuJhao-Nian Huang
Lextar shareholding
26,000 thousand
shares
100.00%
Supervisor Lextar Electronics Corp.
Legal representativeShao-Lan Wang
United Led Corporation
Hong Kong Limited
Director Jen-Chau WuLin-Tien YangChau-Shen Yu Epistar JV
shareholding
67,000 thousand
shares
74.86%
Supervisor Yung-Sheng YuYi-Qi Liu
United Led Shan Dong
Corporation
Executive
Director
United Led Corporation Hong Kong Limited
Legal representativeJen-Chau Wu
United LED(HK)
invested
USD 84,000 thousand
100.00%

176

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Supervisor United Led Corporation Hong Kong Limited
Legal representativeYung-Sheng Yu
HUGA Holding (Samoa)
Limited
Director Chin-Yung Fan Epistar JV
shareholding
12,551 thousand
shares
100.00%
Epistar (Hong Kong)
Limited
Director Chin-Yung Fan Lighting
shareholding
125 thousand
shares
100.00%
Can Yang Investments
Limited
Director Ming-Ta ChinJen-Chau WuCheng-Chi Chiang Epistar shareholding
2,679 thousand
shares
Epistar JV
shareholding
66,439 thousand
shares
shareholding
5,219 thousand
shares
97.81%
Jiangsu Canyang
~~O~~ptoelectronics Ltd.
Director Can Yang Investments Limited
Legal representativeJen-Chau WuMing-Ta Chin
Cheng-Chi Chiang
Can Yang invested
USD 192,000
thousand
100.00%
Supervisor Can Yang Investments Limited
Legal representativeHui-Nin Chen

177

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Unikorn Semiconductor
Corporation
Director Ennostar Inc.
Legal representativeWei ShihFeng Cheng (David) Su
Jin-Xiang Wen
Bau-Hsing Ann
Ta-Lun Huang
Ennostar shareholding
65,700 thousand shares
Harvestar shareholding
52,000 thousand shares
Precistar shareholding
23,815 thousand shares
Praistar shareholding
13,400 thousand shares
Epistar shareholding
40,000 thousand shares
57.93%
Supervisor Harvestar Investment Corp.
Legal representativeWun-Ting Wang
GCS Holdings, Inc.
Legal representativeShu-Wei,Lin
Prolight Opto Technology
Corporation(R.O.C)
Director Wellybond Corporation
Legal representativeTeng-Huei HuangCun-Zhong Li
Dinggeng Investment Corp.
Legal representativeShou-Li Tang
Chen-Lun Hsing Chen
Huei-Shih Long(Independent Director)
Huei-Jhong Jiang (Independent Director)
Jhih-Da Yan (Independent Director)
Lextar shareholding
6,700 thousand shares
Wellybond shareholding
21,417 thousand shares
Liang Li shareholding
6,700 thousand shares
51.15%
Amengine Corporation Director Ennostar Inc.
Legal representativeChin-Yung FanCun-Jhong LiYung-Sheng Yu
Chia-Liang Hsu
Chang-Po Chao
Ennostar
shareholding
6,922 thousand
shares
75.96%
Supervisor Wun-Ting Wang

178

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Shenzhen Epikylin
~~O~~ptoelectronics Co.,Ltd.
Director Episky Corporation (Xiamen) Ltd.
Legal representativeChin-Yung FanChang BaoChen-Chen Liu
Jen-Chau WuWen-Chieh Kuo
Episky (Xiamen)
invested
RMB 10,000
thousand
100.00%
Supervisor Episky Corporation (Xiamen) Ltd.
Legal representativeWun-Ting Wang
Lextar Electronics (Suzhou)
Corp.
Director Hsiu-Mu TangChi-Chung ChaoKuei-Liang Lai LEXSG invested
USD 80,000
thousand
Wellypower invested
USD 5,436 thousand
Apower invested
USD 40,269
thousand
100.00%
Supervisor Yan-Qin Wong
Liang Li Venture Corp. Director Lextar Electronics Corp.
Legal representativeHsiu-Mu Tang
Lextar
shareholding
18,000 thousand
100.00%
Lextar (Singapore) Pte. Ltd. Director Teng-Huei HuangHsiu-Mu TangKai-Lin Hsu Lextar invested
USD 90,270
thousand
100.00%
Lextar Electronics Korea
Ltd.
Director Ming-De Wu LEXSG shareholding
22 thousand shares
100.00%
Wellypower Optronics
Corporation
Director Lextar Electronics Corp.
Legal representativeHsiu-Mu TangTeng-Huei Huang
Jhao-Nian Huang
Lextar invested
USD 5,153 thousand
100.00%

179

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Apower Optronics
Corporation
Director Lextar Electronics Corp.
Legal representativeHsiu-Mu TangTeng-Huei Huang
Jhao-Nian Huang
Lextar invested
USD 31,600
thousand
100.00%
Wellybond Optronics
Corporation
Director Lextar Electronics Corp.
Legal representativeHsiu-Mu Tang
Lextar shareholding
75,000 thousand
shares
100.00%
Wellybond Optronics (H.K)
Limited
Director Feng-Cheng SuTeng-Huei HuangHsiu-Mu Tang Lextar invested
USD 500 thousand
100.00%
Trendylite Corporation Director Lextar Electronics Corp.
Legal representativeHsiu-Mu TangTeng-Huei Huang
Cun-Jhong Li
Lextar shareholding
3,150 thousand
shares
100.00%
Supervisor Lextar Electronics Corp.
Legal representativeYan-Qin Wong
Lextar Electronics
(Chuzhou) Corp.
Director Hsiu-Mu TangChi-Chung ChaoKuei-Liang Lai Lextar (Suzhou)
invested
RMB 700,000
thousand
100.00%
Supervisor Yan-Qin Wong
Vogito Innovation Co., Ltd. Director Wellybond Corporation
Legal representativeHsiu-Mu TangJhao-Nian Huang
Qi Da Investment Co., Ltd.
Legal representativeTeng-Huei Huang
Wellybond
shareholding
100 thousand shares
50.00%
Supervisor Yan-Qin Wong

180

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Hexawave, Inc. Director Lextar Electronics Corp.
Legal representativeFeng-Cheng SuHuang-Chung Cheng
Tung Ho Steel Enterprise Corp.
Legal representativeChe-Chung Lin
Lextar shareholding
12,716 thousand
shares
Wellybond
shareholding
12,715 thousand
shares
63.04%
Supervisor Wellybond Corporation
Legal representativeShao-Lan Wang
Wellyhertz Electronics
~~C~~orp.
Director Wellybond Corporation
Legal representativeTeng-Huei HuangHsiu-Mu TangJin-Yu Lu
Wellybond
shareholding
30,700 thousand
shares
87.46%
Supervisor Shao-Lan Wang
ProLight Opto Holding
Corporation
Director Chen-Lun Hsing Chen ProLight(R.O.C)
invested
USD150 thousand
100.00%
ProLight Opto Technology
Corporation
Director Chen-Lun Hsing Chen ProLight Opto
Holding invested
USD150 thousand
100.00%
Shanghai Welight
~~E~~lectronic Co., Ltd
Director ProLight Opto Technology Corporation
Legal representativeTong Guan
ProLight Opto
Technology
invested
USD150 thousand
100.00%
Supervisor ProLight Opto Technology Corporation
Legal representativeMing-Sian Shih
Harvestar Investment Corp.
Director
Ennostar Inc.
Legal representativeShuang-Lang Peng
Ennostar
shareholding
115,000 thousand
shares
100.00%

181

Company Name Title Name or Representative Number of shares heldNote 1 Number of shares heldNote 1
Number of shares
(Amount of capital)
shareholding
percentage
Calystar Investment Corp. Director Ennostar Inc.
Legal representativeShuang-Lang Peng
Ennostar
shareholding
44,000 thousand
shares
100.00%
Precistar Investment Corp. Director Ennostar Inc.
Legal representativeShuang-Lang Peng
Ennostar
shareholding
48,000 thousand
100.00%
Praistar Investment Corp. Director Ennostar Inc.
Legal representativeShuang-Lang Peng
Ennostar
shareholding
27,000 thousand
100.00%
Manastar Investment Corp.
Director
Ennostar Inc.
Legal representativeShuang-Lang Peng
~~shares~~
Ennostar
shareholding
100 thousand shares
100.00%
Chuzhou Bwin Techology
Corp.
Director Teng-Huei HuangHsiu-Mu TangZhi-Sheng HsuJi-Kung Wang Lextar (Suzhou)
invested
RMB 29,000
Thousand
Lextar (Chuzhou)
invested
RMB 66,400
thousand
95.40%
Supervisor Shao-Lan Wang

Note 1: In this company in attribute as a limited company, the number of shares is not applicable/

Note 2: Pursuant to Company Act prevalent in Mainland China, to be jointly appointed by shareholders before being submitted to the Industry &Commercial Bureau for approval.

Note 3: Gan Force Corporation and SH Optotech Co., Ltd. are under liquidation.

182

8.1.6 Affiliates’ Operating Results

8.1.6 Affiliates’ Operating Results
As of December 31,2023 Unit: NT in thousands
Name of enterprise Amount of
capital
Total assets Total
liabilities
net worth operating
revenues
Operating
profit
Profit
and/or loss
of the
present
term
(after tax)
earnings per
share (EPS)
(NT$) (after
tax)
Harvestar Investment Corp. 1,150,000
706,483

0

706,483

0

(221,012)
(220,874) (1.92)
Calystar Investment Corp. 440,000
366,250

0

366,250

0

(57,450)
(57,229) (1.30)
Precistar Investment Corp. 480,000
49,086

0

49,086

0

(50,048)
(49,998) (1.31)
Praistar Investment Corp. 270,000
27,542

0

27,542

0

(36,936)
(36,909) (1.37)
Manastar Investment Corp. 1,000
974

0

974

0

(14)
(7) (0.07)
Amengine Corporation 50,566
30,145

6,064

24,081

3,663

(15,365)
(13,671) (1.50)
Unikorn Semiconductor Corporation 1,682,425
1,862,078

1,220,225

641,853

545,686

(886,237)
(891,055) (2.74)
Epistar Corporation 11,164,792
42,542,923

9,568,418

32,974,505

11,207,231

(2,376,701)
(6,060,593) (5.53)
GaNrich Semiconductor Corporation 0
0

0

0

2,191

(21,189)
(21,358) Note 2
LightingInvestment Corp. 1,914,785
1,583,430

190

1,583,240

193,124

9,069

8,947

0.05
LightingInvestment Ltd. 152,701
726,534

16

726,518

0

(3,766)
(9,031) Note 1
Epistar(HongKong)Limited 2,556
16

0

16

0

0

262

0.00
Epistar JV Holding (BVI)Co.,Ltd. 14,960,129
9,167,137

282,277

8,884,860

0

(568)
(486,603) Note 1
Lite Star JV Holding (BVI)Co.,Ltd. 4,169,444
4,007,183

34

4,007,149

0

(176)
(238,730) Note 1
EpiskyCorporation(Xiamen)Ltd. 2,124,096
5,540,772

3,585,886

1,954,886

4,777,888

(268,784)
(288,026) Note 1
Episky(HongKong)Ltd. 2,124,096
1,954,893

0

1,954,893

0

0

(288,026)
Note 1
United LED Corporation HongKongLimited 2,689,036
373,338

252

373,086

0

(283)
(6,635) Note 1
United LED Shan DongCorporation 2,404,500
399,069

36,729

362,340

5,993

(18,508)
(6,803) Note 1
Epicrystal Corporation(ChangZhou)Ltd. 4,494,125
5,749,142

1,458,612

4,290,530

2,167,070

(111,971)
(255,482) Note 1
Epicrystal(HongKong)Co.,Ltd. 4,403,034
4,006,499

0

4,006,499

0

0

(238,569)
Note 1
Full Star Enterprises Limited 0
0

0

0

0

0

0

Note 3
Jiangsu CanyangOptoelectronics Ltd. 5,902,624
3,015,258

1,279,559

1,735,699

1,696,150

(53,113)
67,667
Note 1
Can YangInvestments Limited 2,324,763
1,668,983

61,095

1,607,888

0

(179)
(6,414) Note 1
SH Optotech Co.,Ltd. 64,881
4,822

0

4,822

0

(28)
(76) 0.00
HUGA Holding (SAMOA)Limited 334,967
3,318

0

3,318

0

(47)
82
Note 1
Yen-Rich Opto(HongKong)Limited 0
0

0

0

0

0

0

Note 4
Luxlite(Shenzhen)Corporation Limited 0
0

0

0

0

0

0

Note 5

183

As of December 31,2023 Unit: NT As of December 31,2023 Unit: NT As of December 31,2023 Unit: NT in thousands
Name of enterprise Amount of
capital
Total assets Total
liabilities
net worth operating
revenues
Operating
profit
Profit
and/or loss
of the
present
term
(after tax)
earnings per
share (EPS)
(NT$) (after
tax)
Luxlite(HK)Corporation Limited 133,979
293,370

33

293,337

0

(66)
13,448
Note 1
Gan Force Corporation 2,218
1,714

340

1,374

0

(403)
697
0.40
Shenzhen Epikylin Optoelectronics Co.,Ltd. 43,770
953,917

734,043

219,874

1,861,436

38,004

30,429

Note 1
Lextar Electronics Corp. 5,149,164
11,490,055

1,785,381

9,704,674

4,557,309

(147,254)
(527) 0.00
LiangLi Venture Corp. 180,000
114,547

0

114,547

0

(74)
(11,701) (0.65)
Wellybond Corporation 750,000
467,381

153

467,228

0

(5,212)
(96,024) (1.28)
Trendylite Corporation 31,500
52,876

8,417

44,459

66,902

5,893

4,802

1.52
Vogito Innovation Co.,Ltd. 2,000
6,949

642

6,307

12,723

1,776

1,433

7.17
Lextar(Singapore)Pte. Ltd. 2,709,310
2,613,816

0

2,613,816

0

(363)
155,548
Note 1
Apower Optronics Corporation 381,638
1,240,082

0

1,240,082

0

(101)
74,869
Note 1
Wellypower Optronics Corporation 44,898
172,521

0

172,521

0

(101)
10,235
Note 1
Wellybond Optronics HK Limited 17,888
11,864

0

11,864

0

0

18

Note 1
Lextar Electronics Korea Ltd. 3,025
5,759

808

4,951

8,936

515

447

Note 1
Lextar Electronics(Suzhou)Corp. 3,722,205
8,054,650

4,239,735

3,814,915

402,416

(99,428)
231,556
Note 1
Lextar Electronics(Chuzhou)Corp. 3,094,825
8,980,200

5,289,198

3,691,002

4,735,581

294,197

272,807

Note 1
Lextar Electronics(Xiaman)Co.,Ltd 0
0

0

0

0

(6)
155
Note 6
Chuzhou Bwin TechologyCorp. 445,735
479,432

260,385

219,047

434,903

(106,904)
(104,578) Note 1
Hexawave,Inc. 403,438
180,256

36,546

143,710

52,065

(80,042)
(99,587) (2.48)
Wellyhertz Electronics Corp. 35,100
31,767

5,598

26,169

4,964

(15,407)
(15,283) (4.35)
ProLight Opto TechnologyCorporation 680,620
1,009,475

463,132

546,343

495,949

(121,373)
(125,783) (1.85)
ProLight Opto HoldingCorporation 4,402
(2,237)
59
(2,296)
0
0

(2,617)
Note 1
ProLight Opto TechnologyCorporation 4,403
(2,266)
30
(2,296)
0
0

(2,617)
Note 1
Shanghai Welight Electronic CO.,LTD 4,695
67,229

69,471

(2,242)
129,719
7,059

(2,617)
Note 1
Yenrich TechnologyCorporation 260,000
227,792

77,407

150,385

246,472

(143,143)
(189,264) (3.38)

Note 1: Not applicable because the Company is attributed as an offshore firm Note 2: Due to the group's disposal of equity interests, GaNrich Semiconductor Corporation has been excluded from the consolidated entity since December 2023. Note 3: Full Star Enterprises Limited. already completed the liquidation process in May 2023. Note 4: Yen-Rich Opto (Hong Kong) Limited. already completed the liquidation process in July 2023.

184

==> picture [700 x 153] intentionally omitted <==

Item 2022 First private placement of common stock
The issue date was August 31, 2022(deliverydate).
Types of Securitiesprivately placed Common shares
Approval date and number of shares Approval date: May 31, 2022
Number of shares
Within the limit of 70,000 thousand shares
The Pricing Basis and Reasonableness 1.
The price for issuing ordinary shares in the Proposed Private Placement was set to be the price determined by the following
calculation, whichever is higher. The reference price was NTD 57.57.
(1) The simple arithmetical average closing price of the ordinary shares of the Company on any of the first, third or fifth trading
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. These prices were NTD 49.45, NTD 50.38,
and NTD 50.51. The average closing price, NTD 50.51, of the fifth trading day prior to the pricing date was considered 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 basisprice.

185

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.
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
threeyears, poor liquidity,and other factors. It would have no significant influence on the rights and benefits of shareholders.
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.
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
threeyears, poor liquidity,and other factors. It would have no significant influence on the rights and benefits of shareholders.
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.
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
threeyears, poor liquidity,and other factors. It would have no significant influence on the rights and benefits of shareholders.
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.
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
threeyears, poor liquidity,and other factors. It would have no significant influence on the rights and benefits of shareholders.
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.
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
threeyears, poor liquidity,and other factors. It would have no significant influence on the rights and benefits of shareholders.
The Method for Selecting Investors The selection method is to have a good understanding of the Company's operation, and industrial development and directly or indirectly
to contribute benefit to the future operation of the Company.
Necessity 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,financingthrough thisprivateplacement could increase the flexibilityof fundingsources.
The date of receivingthe fund The total raised fund w as NTD 3,627,400 thousand on July8th,2022.
Specific subscribers Subscriber Qualification Subscription
amount
Relation Participation in the Company’s operation
AUO Corporation In accordance with the
article 43-6, Paragraph
1,subparagraph 3.
67,250 thousand
shares
Director of the
Company
To integrate the industry chain and to assure
long-term cooperation and confidentiality of
technology.
INNOLUX
Corporation
In accordance with the
article 43-6, Paragraph
1, subparagraph 3.
2,750
thousand
shares
None None

186

Actualprivateplacementprice NTD 51.82
The difference between the actual
private placement price and the
referenceprice
The actual price was NTD 51.82 equivalent to 90% of the reference price of NTD 57.57 in accordance with the resolution of the
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
Our company will use all of its privately raised funds to fund the capital increase of EPISTAR Corporation, its 100%-owned subsidiary
(henceforth referred to as EPISTAR). The capital increase funds raised will be used by EPISTAR solely for the Micro LED. 6-inch wafer
fabrication facility, the purchase of crystallite and epitaxy process equipment, and other project expenditures.
Our company had raised NT$1 billion in capital of Epitaxy as of December 31, 2023, with EPISTAR spending NT$956,126 thousand on the
abovementioned funds.
Benefits after private placement War, inflation, rising interest rates, adjustments to industrial inventories, and drastic drops in customer demand have all had an impact
on the global consumer market demand. Our company has had to make a minor adjustment to the rate of production capacity
construction due to a slight delay in the development of Micro LED technology and the market demand schedule. The ultimate objective
of completingmicro LED massproduction will remain unaltered.

187

8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years and up to the date of publication of the annual report

Unit: NT$;Shares;% Unit: NT$;Shares;%
Name of
subsidiary
paid-in
capital
Source
of
capital

The
Company
sharehol
ding
percenta
ge
Date of
acquisition
or disposal
number of
shares
acquired
and the
amount
number
of shares
disposed
of
and the
amount
invest
ment
Profit
and/or
loss
Number and
amount of shares
held as of the
publication date
of the Annual
Report
Facts of
pledge
established

The amount of
the Company
to render
endorsement/
guarantee for
subsidiaries
Amount lent
by the
Company to
subsidiaries
Lighting
~~I~~nvestment Corp.
(Note 1)
NT$2,514,785
thousand
NA 100.00% 2012.12.28
(acquired)
1,282,377
shares
NT$135,163
thousand
0
share
NT$0
thousand

1,282,377
shares
NT$57,386
Thousand
None 0 0
Epistar
~~C~~orporation
(Note 2)
NT$10,887,014
thousand
NA 100.00% 2021.01.06
(acquired)
1,843,500
shares
NT$159,647
thousand
0
share

NT$0
thousand

3,125,877
Shares
NT$129,833
Thousand
None 0 0
Epistar
~~C~~orporation
(Note 3)
NT$10,887,014
thousand
NA 100.00%
2023.10.29
(withdrawal)
0
shares
0
thousand

1,843,500
shares
NT$18,435
thousand
NA 1,282,377
shares
NT$57,386
Thousand
None 0 0
~~F~~iscal year 2021 as of the publication date of the Annual Report 3,125,877
shares
294,810
thousand
0
share
0
thousand


1,282,377
shares
NT$57,386
thousand
None 0 0

Note 1: Bright Point Company used to hold shares of Guang Jia Photoelectricity Co., Ltd. The shares so held were subsequently transferred in accordance with Articles 29, 13 and 19 of the Business Mergers And Acquisitions Act and pursuant to the provision of a simplified merger, Bright Point Company held share certificates of Ennostar, According to law, it is free of the restriction of the duration of the transfer.

Note 2: Jing Yuan Optronics Company and Long Da Electronic Company, as resolved in the special shareholders meeting convened on 2020/8/7, by means of joint share transfer, acquired on 2021/1/6 up to 100% equity of Jing Yuan Optronics Company and Long Da Electronic Company. Where the shareholders of Jing Yuan Optronics Company exercised the right of objection in accordance with Article 187 of the Company Act and Article 12 of the Business Mergers And Acquisitions Act, Jing Yuan Optronics Company should get the Ennostar share certificates sold out not later than 2023/10/29 at the market price. If such share certificates were not sold out by the deadline, such shares shall be deemed as shares unissued by Ennostar Inc. and should receive registration for alteration. Note 3: It had received registration for alteration in October 2023.

188

8.4 Other supplementary notes: None

  • 8.5 If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed one by one: None

189

Appendix 1

Ennostar Inc. Declaration on Internal Control System

Date: February 23, 2024

The Company carried out a self-evaluation of its internal control system for Fiscal 2023. Based on the result of the self-evaluation, it is hereby declared as enumerated below:

  • I. The Company confirms full awareness that the efforts to set up and enforce the internal control system is the holy responsibility of the Company's Board of Directors and the Company has duly set up such a system: The very purpose is to provide a rational assurance that the report of the Company regarding the validity and efficiency of business operation (including profitability, performance and safeguarding the safety & security of assets) is reliable timely, transparent satisfactory to the requirements in compliance to, in turn, offer a rational guarantee.

  • II. The internal control system is subject to the inherent limitation. Notwithstanding how well the design has been, a valid internal control system could only provide a rational assurance toward the accomplishment of the three aforementioned targets. Besides, amidst the changes in environment and ambiance, the validity of an internal control system is likely to change. Inside our Company, nevertheless, our internal control system is backed up with a sound self-monitoring mechanism. Once a flaw is identified, the Company shall take countermeasures forthwith.

  • III. The Company fixes the right items to judge and verify the validity of the internal control system exactly in accordance with “Regulations Governing Handling of Internal Control System by Public Companies” (hereinafter referred to as the Regulations) to check and verify whether the implementation of the internal control system is valid in terms of design and enforcement. The items for judgment adopted based on the “Regulations” represent the process of management and control. The Company classifies the internal control system into five composing elements: 1. The environment of control, 2. Risk evaluation, 3. Control operation, 4. Information and communications and 5 Monitoring operations. Each and every composting element includes a certain item. For the aforementioned items, please refer to the “Regulations” for more details.

  • IV. The Company has duly adopted the aforementioned internal control system regarding the items for judgment to check and make sure that the Company's internal control system is valid in terms of design and implementation.

  • V. On the grounds of the results of the evaluation conducted in accordance with the preceding Paragraph, the Company hereby confirms the internal control system of the Company, (including supervision and management over subsidiaries) as of December 31, 2023, including our awareness of the effect of business operation, the extent of the validity and efficiency in accomplishment, the reliability, timeliness, transparency and consistency, compliance with laws and ordinances concerned. Overall, our internal control system proves well valid in terms of design and implementation well capable of accomplishing the aforementioned targets.

  • VI. The present Declaration forms a key element of the Company's Annual Report and Prospectus and is hereby disclosed to the public. In case of anything misrepresented, concealed, or illegal found amidst the aforementioned contents disclosed to the public, the Company gets involved in and shall assume the legal responsibilities in accordance with Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. The present Declaration was officially resolved by the Board of Directors on February 23, 2024, where, none among the nine present directors objected. All present directors confirmed consent to the contents of this Declaration as solemnly declared herewith.

Ennostar Inc.

Chairman: Shuang-Lang Peng General Manager:Shuang-Lang Peng

190

Appendix 2

Audit Report issued by the Audit Committee

Please find herewith the Business Report, Financial Statements, and Distribution of Earnings for Fiscal 2023. Among them, the Financial Statements had been duly audited and verified by Certified Public Accountant Dian-Yi Li and Certified Public Accountant and ChienHung Chou Price Waterhouse Coopers who, in turn, duly issued the Audit Report. The aforementioned Business Report, Financial Statements, and Distribution of Earnings had been duly audited by the Audit Committee and proved free of a flaw. This Report is hereby officially issued in accordance with Article 14~4 of the Securities and Exchange Act and Article 219 of the Company Act for your verification.

Attn.:

The regular meeting of shareholders of Ennostar Inc.2024

Convener of Audit Committee

Wei-Min Shen

February 22, 2024

191

==> picture [454 x 261] intentionally omitted <==

==> picture [167 x 41] intentionally omitted <==

192

Appendix 4

INDEPENDENT AUDITORS’ REPORT

PWCR23000379

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, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Auditing and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

193

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, 2023 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, 2023, the balances of inventories and the allowance for valuation loss were NT$4,954,577 thousand and NT$738,085 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.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following: 1. Obtained an understanding of the Group’s operations and the nature of its industry and

194

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.

  1. Obtained and validated the accuracy of the detailed listings of inventories aged over a specific period of time and specific obsolete inventories. Validated information of historical sales and discounts for those obsolete inventories to assess the reasonableness of policies in providing allowance for inventory valuation loss.

Impairment assessment of property, plant and equipment and goodwill

Description

Please refer to Note 4(21) of the consolidated financial statements for the accounting policy on impairment of non-financial assets, Note 5(2) for the accounting estimates and assumptions in relation to non-financial assets valuation, Note 6(11) for the explanations regarding non-financial assets impairment. The subsidiary of the Company, Epistar Corporation, and its subsidiaries measure the recoverable amounts of idle property, plant, and equipment at fair value less disposal costs; while operating property, plant, and equipment, as well as goodwill, are assessed at their in-use values. Epistar Corporation and its subsidiaries evaluate impairment of property, plant, and equipment, as well as goodwill, based on the aforementioned recoverable amounts. The assessment of the inuse value of property, plant, and equipment, as well as goodwill, involves estimating future cash flows and determining discount rates. The assumptions used in forecasting future cash flows and their estimated results have a significant impact on the assessment of the in-use value of property, plant, and equipment, as well as goodwill. Therefore, we consider this a key audit matter.

How our audit addressed the matter

We obtained an external expert appraisal report provided by the subsidiary, Epistar Corporation, and its subsidiaries, for the idle property, plant, and equipment. We assessed the valuation method used by the expert and the reasonableness of the fair value. Additionally, for the recoverable amounts of operating property, plant, and equipment, as well as goodwill, the main procedures performed are outlined as follows:

195

  1. Discussing with management to understand the subsidiary, Epistar Corporation, and its subsidiaries’ process for estimating future cash flows, and comparing future cash flows with the operational plan approved by the board of directors for consistency.

  2. Discussing the operational plan with management to understand its product strategy and execution status.

  3. Assessing the reasonableness of the assumptions used by management to estimate future cash flows, including expected growth rates and gross profit margins. Also, evaluating the reasonableness of discount rate parameters, including the risk-free rate of return used in calculating the cost of equity capital, industry risk coefficients, and long-term market returns.

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$258,619 thousand and NT$268,634 thousand, constituting 0.40% and 0.37% of the consolidated total assets as at December 31, 2023 and 2022, 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, 2023 and 2022, respectively. Furthermore, we did not audit the 2023 and 2022 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 $2,372,148 thousand and NT$1,781,200 thousand, representing 3.70% and 2.44% of the consolidated total assets as of December 31, 2023 and 2022, respectively, and their comprehensive loss (including share of loss of associates and joint ventures

196

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$280,066 thousand and NT$144,437 thousand, representing 3.69% and 40.08% 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, 2023 and 2022.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

197

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. 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

198

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.

  1. 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.

  2. 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.

199

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

Li, Tien-Yi

Chou, Chien-Hung

For and on behalf of PricewaterhouseCoopers, Taiwan February 23, 2024

------------------------------------------------------------------------------------------------------------------------------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. ]

200

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4) and 8
6(5) and 8
7
6(5)
7
7
6(6)
6(12)
6(2)
6(3)
6(4) and 8
6(7)
6(8) and 8
6(9)
6(10)
6(34)
December 31, 2023
AMOUNT
%
$
15,563,488
24
202,446
-
914,438
2
758,666
1
-
-
7,672,028
12
468,607
1
145,536
-
26,399
-
4,216,492
7
564,590
1
94,800
-
49,026
-
30,676,516
48
-
-
4,198,539
6
241,961
-
3,300,127
5
19,464,972
30
1,671,302
3
646,803
1
1,640,602
3
1,827,341
3
434,299
1
33,425,946
52
$
64,102,462
100
December 31, 2022 December 31, 2022
AMOUNT
$
15,563,488
202,446
914,438
758,666
-
7,672,028
468,607
145,536
26,399
4,216,492
564,590
94,800
49,026
30,676,516
-
4,198,539
241,961
3,300,127
19,464,972
1,671,302
646,803
1,640,602
1,827,341
434,299
33,425,946
$
64,102,462
AMOUNT
$
16,127,132
164,066
647,408
1,872,810
10,285
7,544,597
425,969
127,695
135,418
4,825,045
761,976
-
20,627
32,663,028
90,007
4,445,317
180,137
3,608,999
22,037,075
1,905,157
692,498
4,907,583
1,717,418
796,251
40,380,442
$
73,043,470
%
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
1160
Notes receivable due from related
parties, 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
1510
Non-current financial assets at fair
value through profit or loss
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
22
-
1
3
-
10
1
-
-
7
1
-
-
45
-
6
-
5
30
3
1
7
2
1
55
100

(Continued)

201

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(13) and 8
$
747,136
1
$
1,203,495
2
6(15) and 8
1,295,140
2
775,294
1
6(14)
2,284
-
2,214
-
1,805
-
243,332
-
2,692,899
4
2,195,394
3
7
162,909
-
266,478
-
6(16) and 7
3,810,923
6
4,619,754
6
27,561
-
30,804
-
93,481
-
108,817
-
6(17) and 8
1,789,423
3
426,518
1
298,972
1
440,276
1
10,922,533
17
10,312,376
14
6(17) and 8
1,934,187
3
3,691,498
5
6(34)
462,941
1
421,272
-
1,409,803
2
1,476,370
2
6(20)
228,262
-
480,958
1
4,035,193
6
6,070,098
8
14,957,726
23
16,382,474
22
6(21)
7,529,405
12
7,547,840
11
6(22)
46,447,060
73
46,421,664
64
6(23)
216,945
-
216,945
-
154,927
-
290,598
-
(
6,814,704) (
11)
147,022
-
6(24)
(
24,296)
-
75,010
-
6(21)
(
135,163)
- (
294,810)
-
47,374,174
74
54,404,269
75
1,770,562
3
2,256,727
3
49,144,736
77
56,660,996
78
9
$
64,102,462
100
$
73,043,470
100
December 31, 2022 December 31, 2022
%
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
company
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
(Accumulated deficit)
Other equity interest
3400
Other equity interest
3500
Treasury shares
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
3X2X
Total liabilities and equity
2
1
-
-
3
-
6
-
-
1
1
14
5
-
2
1
8
22
11
64
-
-
-
-
-
75
3
78
100

The accompanying notes are an integral part of these consolidated financial statements.

202

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(25) and 7
$
22,305,680
100
$
28,878,250
100
6(6) and 7
(
21,137,938) (
95) (
23,896,688) (
83)
1,167,742
5
4,981,562
17
13
-
26
-
(
26)
- (
41)
-
1,167,729
5
4,981,547
17
6(31)(32)
(
903,897) (
4) (
883,849) (
3)
(
1,733,109) (
8) (
1,985,724) (
7)
(
2,587,406) (
11) (
2,723,055) (
9)
25,099
-
58,783
-
(
5,199,313) (
23) (
5,533,845) (
19)
6(26)
30,306
-
86,700
-
(
4,001,278) (
18) (
465,598) (
2)
6(27)
239,579
1
104,600
-
6(28)
527,160
2
515,509
2
6(29) and 7
(
3,404,294) (
15)
217,015
1
6(30)
(
191,944) (
1) (
131,602)
-
(
6,308)
- (
9,807)
-
6(7)
(
547,914) (
2) (
713,585) (
3)
(
3,383,721) (
15) (
17,870)
-
(
7,384,999) (
33) (
483,468) (
2)
6(33)
62,267
- (
82,915)
-
($
7,322,732) (
33) ($
566,383) (
2)
4000
Sales revenue
5000
Operating costs
5900
Operating margin
5910
Unrealized loss from sales
5920
Realized profit from sales
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit profit
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 benefit (expense)
8200
Loss for the year

(Continued)

203

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
$
8,810
-
$
19,277
-
6(3)
18,530
- (
244,257) (
1)
6(7)
6,998
- (
6,876)
-
6(7)(33)
(
42,586)
- (
39,989)
-
(
8,248)
- (
271,845) (
1)
(
324,342) (
1)
175,385
1
6(7)
56,558
-
302,943
1
6(7)(33)
6,262
- (
428)
-
(
261,522) (
1)
477,900
2
($
269,770) (
1) $
206,055
1
($
7,592,502) (
34) ($
360,328) (
1)
($
6,782,678) (
31) $
38,024
-
($
540,054) (
2) ($
604,407) (
2)
($
7,036,568) (
32) $
207,398
1
($
555,934) (
2) ($
567,726) (
2)
6(34)
($
9.02) $
0.05
6(34)
($
9.02) $
0.05
Other comprehensive income (loss)
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Gain on remeasurements of defined
benefit plans
8316
Unrealised gain (loss) from
investments in equity instruments
measured at fair value through other
comprehensive income
8320
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income (loss) 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 that will not
be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Cumulative translation differences
of foreign operations
8370
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss
8399
Income tax related to components of
other comprehensive income that
will be reclassified to profit or loss
8360
Components of other
comprehensive (loss) income that
will be reclassified to profit or loss
8300
Other comprehensive (loss) income
8500
Total comprehensive loss
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) earnings per share (NT$)
9750
Total basic (loss) earnings per share
9850
Total diluted (loss) earnings per
share

The accompanying notes are an integral part of these consolidated financial statements.

204

ENNOSTAR INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

2022
Balance at January 1, 2022
Profit (loss) for the year
Other comprehensive income(loss) for the year
Total comprehensive income(loss)
Appropriation of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Proceeds from issuance of share capital
Changes in ownership interests in subsidiaries accounted fo
using equity method
Net change in equity of associates and joint ventures
Difference between consideration and carrying amount of
subsidiaries acquired and disposed
Non-controlling interests
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Expiration of restricted employee stock
Balance at December 31, 2022
2023
Balance at January 1, 2023
Loss for the year
Other comprehensive income (loss) for the year
Total comprehensive loss
Appropriation of 2022 earnings
Reversal of special reserve
Decrease in treasury shares
Changes in ownership interests in subsidiaries accounted fo
using equity method
Net change in equity of associates and joint ventures
Difference between consideration and carrying amount of
subsidiaries acquired and disposed
Employee stock ownership trust cancellation return
Non-controlling interests
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Balance at December 31, 2023
Notes Equityattribu table to owners of thep table to owners of thep are nt nt nt Non-controlling
interest
Total equity
Share capital -
common stock
Capital surplus Retained earnings Other equityinterest
Treasuryshares
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(23)
r
6(22)
6(22)
6(24)
6(24)
6(22)
6(23)
r
6(22)
6(22)
6(22)
6(22)
6(24)
$
6,852,514
-
-
-
-
-
-
700,000
-
-
-
-
-
(
4,674 )
$
7,547,840
$
7,547,840
-
-
-
-
(
18,435 )
-
-
-
-
-
-
$
7,529,405
$
43,830,638
-
-
-
-
-
-
2,927,400
(
257,645 )
104,634
(
188,037 )
-
-
4,674
$
46,421,664
$
46,421,664
-
-
-
-
(
141,212 )
87,548
59,445
19,564
51
-
-
$
46,447,060
$
-
-
-
-
216,945
-
-
-
-
-
-
-
-
-
$
216,945
$
216,945
-
-
-
-
-
-
-
-
-
-
-
$
216,945
$
-
-
-
-
-
290,598
-
-
-
-
-
-
-
-
$
290,598
$
290,598
-
-
-
(
135,671 )
-
-
-
-
-
-
-
$
154,927
$
2,169,446
38,024
19,477
57,501
(
216,945 )
(
290,598 )
(
1,365,881 )
-
-
-
(
45,848 )
-
(
160,653 )
-
$
147,022
$
147,022
(
6,782,678 )
6,604
(
6,776,074 )
135,671
-
(
160,135 )
-
-
-
-
(
161,188 )
($
6,814,704 )
($ 406,535 )
-
442,615
442,615
-
-
-
-
-
-
3
-
-
-
$
36,083
$
36,083
-
(
244,829 )
(
244,829 )
-
-
-
-
-
-
-
-
($ 208,746 )

$
170,992
-
(
292,718 )
(
292,718 )
-
-
-
-
-
-
-
-
160,653
-
$
38,927
$
38,927
-
(
15,665 )
(
15,665 )
-
-
-
-
-
-
-
161,188
$
184,450
( $ 294,810 )
-
-
-
-
-
-
-
-
-
-
-
-
-
( $ 294,810 )
( $ 294,810 )
-
-
-
-
159,647
-
-
-
-
-
-
( $ 135,163 )
$
52,322,245
38,024
169,374
207,398
-
-
(
1,365,881 )
3,627,400
(
257,645 )
104,634
(
233,882 )
-
-
-
$
54,404,269
$
54,404,269
(
6,782,678 )
(
253,890 )
(
7,036,568 )
-
-
(
72,587 )
59,445
19,564
51
-
-
$
47,374,174


$ 2,282,798
(
604,407 )
36,681
(
567,726 )
-
-
-
-
-
-
-
541,655
-
-
$ 2,256,727
$ 2,256,727
(
540,054 )
(
15,880 )
(
555,934 )
-
-
-
-
-
-
69,769
-
$ 1,770,562
$
54,605,043
(
566,383 )
206,055
(
360,328 )
-
-
(
1,365,881 )
3,627,400
(
257,645 )
104,634
(
233,882 )
541,655
-
-
$
56,660,996
$
56,660,996
(
7,322,732 )
(
269,770 )
(
7,592,502 )
-
-
(
72,587 )
59,445
19,564
51
69,769
-
$
49,144,736

The accompanying notes are an integral part of these consolidated financial statements.

205

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Reversal of expected credit profit
Gain 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
Impairment loss of financial assets
Impairment loss on non-financial assets
Gain from lease modification
Expenses transferred to intangible assets
Property, plant and equipment transferred to expense
(Gain) loss on disposal of intangible assets
Unrealized profit from sales
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
2023
2022
( $
7,384,999 ) ( $
483,468 )
6(8)(9)(31)
4,594,692
4,952,508
6(10)(31)
245,742
257,757
(
18,791 ) (
48,976 )
6(29)
(
31,717 ) (
72,090 )
6(29)
(
16,196 )
285,929
6(30)
191,944
131,602
6(27)
(
239,579 ) (
104,600 )
6(28)
(
43,497 ) (
44,296 )
3,003
-
6(7)
547,914
713,585
6(29)
(
164,017 ) (
42,014 )
2,500
-
6(11)(29)
3,475,708
13,312
(
915 )
-
(
3,755 )
-
(
30,273 )
2,827
6(29)
(
74,594 )
2,932
(
13 ) (
26 )
26
41
6(20)
(
45,825 ) (
77,630 )
26,660
(
146,522 )
1,237,087
(
273,957 )
(
91,011 )
4,888,612
166,428
(
4,911 )
661,953
867,140
66,118
809,993
(
27,808 )
16,145
-
43,498
(
55,707 ) (
131,956 )
90,475
(
2,253,017 )
(
1,127 )
55,616
(
575,309 ) (
1,180,492 )
(
127,044 ) (
257,961 )
(
28,110 ) (
30,366 )
2,349,963
7,889,215
218,663
86,565
38,497
78,641
(
168,683 ) (
41,226 )
(
58,885 ) (
54,153 )
2,379,555
7,959,042

(Continued)

206

ENNOSTAR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Increase in current 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 investments accounted for using equity
method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
Proceeds from disposal of intangible assets
Decrease in other financial assets
Increase in other non-current assets
Increase (decrease) in changes of consolidated entities
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans
Increase (decrease) in short-term notes and bill payable
Proceeds from long-term loans
Repayment of long-term loans
Decrease in guarantee deposits received
Repayment of principal portion of lease liabilities
Cash dividends paid
Proceeds from issuance of share capital
Employee Stock Ownership Trust cancellation return
Change in non-controlling interests
Net cash flows (used in) from financing activities
Effects of foreign currency exchange
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
2023
2022
$
-
( $
188,173 )
269,948
186,823
(
343,498 ) (
433,127 )
128,383
-
(
297,778 ) (
365,338 )
6(35)
90,387
88,100
6(35)
(
2,033,835 ) (
4,320,230 )
6(35)
182,775
389,592
23,410
(
49,462 )
6(35)
(
174,161 ) (
130,200 )
-
6,089
17
391,869
(
5,912 )
-
26,247
(
275,343 )
(
2,134,017 ) (
4,699,400 )
6(36)
(
527,091 ) (
2,295,709 )
6(36)
296,208
(
112,938 )
6(36)
593,000
12,760
6(36)
(
987,406 ) (
33,909 )
6(36)
(
24,676 ) (
108,264 )
6(36)
(
117,879 ) (
127,584 )
6(24)
-
(
1,365,881 )
-
3,627,400
985
-
1,700
700,000
(
765,159 )
295,875
(
44,023 )
235,576
(
563,644 )
3,791,093
16,127,132
12,336,039
$
15,563,488
$
16,127,132

The accompanying notes are an integral part of these consolidated financial statements.

207

ENNOSTAR INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

1. HISTORY AND ORGANIZATION

ENNOSTAR Inc. (the “Company”) was incorporated on January 6, 2021. The Company’s shares have been traded on the Taiwan Stock Exchange in the Republic of China since the date of its incorporation. The share exchange transaction, wherein the Company was established by Epistar Corporation (“Epistar”) and acquired all issued and outstanding ordinary shares of Epistar and Lextar Electronics Corporation (“ Lextar”) by way of share exchange, has been approved both at Epistar’s board meeting on June 18, 2020 and special shareholders’ meeting on August 7, 2020. The share exchange was conducted at an exchange ratio of 1 ordinary share of Epistar and Lextar for 0.5 and 0.275 ordinary share of the Company, respectively. As a result, Epistar and Lextar became wholly-owned subsidiaries of the Company on January 6, 2021, and both of Epistar’s and Lextar’s ordinary shares have been delisted while the ordinary shares of the Company were listed starting from the same date under the symbol “3714”.

The Company and its subsidiaries (collectively referred herein as the “Group”) are engaged in the research and development, design, manufacturing and sales of EPI wafers and chips of A1GaInP, AlGaAs and InGaN and light-emitting diode packages and modules.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on February 23, 2024.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS[®] ”) Accounting Standards that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by FSC and became effective from 2023 are as follows:

are as follows:
Effective date
Announced by
International Accounting
New Standards,Interpretations and Amendments Standards Board(IASB)
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities January 1, 2023
arising from a single transaction’
Amendments to IAS 12, ‘International tax reform - pillar two model rules’ May 23, 2023
The above standards and interpretations have no significant impact to the Group’s financial condition
and financial performance based on the Group’s assessment.

208

(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments endorsed by FSC and became effective from 2024 are as follows:

are as follows:
Effective date
Announced by
New Standards,Interpretations andAmendments IASB
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ January 1, 2024
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2024
current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’ January 1, 2024
Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ January 1, 2024
The above standards and interpretations have no significant impact to the Group’s financial condition
and financial performance based on the Group’s assessment.

(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:

Accounting Standards as endorsed by the FSC are as follows:
Effective date
Announced by
New Standards,Interpretations andAmendments IASB
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined
between an investor and its associate or joint venture’ by IASB
IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IFRS 17, 'Insurance contracts' January 1, 2023
Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – January 1, 2023
comparative information'
Amendments to IAS 21, ‘Lack of exchangeability’ January 1, 2025
The above standards and interpretations have no significant impact to the Group’s financial condition
and financial performance based on the Group’s assessment.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC[®] Interpretations, and SIC[®] Interpretations came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

(b) Financial assets at fair value through other comprehensive income.

209

  - (c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
  • B. The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

  • (3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

    • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

    • (b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

    • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

    • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

    • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

210

B. Subsidiaries included in the consolidated financial statements:

Name of
Investor
Name ofSubsidiary Main Business
Activities
December 31,
2023
December 31,
2022
100%
100%
100%
100%
100%
100%
100%
100%
75.96%
75.96%
19.53%
17.99%
100%
100%
100%
100%
100%
100%
15.45%
16.65%
7.08%
4.29%
3.98%
4.29%
100%
100%
100%
100%
49.00%
49.00%
Ownership
Note
December 31,
2023
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Harvestar
Investment Corp.
Precistar
Investment Corp.
Praistar Investment
Corp.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Lextar Electronics
Corp.
Harvestar Investment
Corp.
Calystar Investment
Corp.
Amengine
Corporation
Unikorn
Semiconductor
Corporation
Precistar Investment
Corp.
Praistar Investment
Corp.
Manastar Investment
Corp.
Unikorn
Semiconductor
Corporation
Unikorn
Semiconductor
Corporation
Unikorn
Semiconductor
Corporation
Lighting Investment
Corporation
Epistar JV Holding
(BVI) Co., Ltd.
SH Co.,Ltd.
Manufacturing and
sales of LED wafers
and chips
Manufacturing and
sales of LED wafers,
chips, packages and
modules
Professional
investment
Professional
investment
Developing and sales
of medical optical
sensor modules
OEM manufacturing
of iii-v
semiconductors
Professional
investment
Professional
investment
Professional
investment
OEM manufacturing
of iii-v
semiconductors
OEM manufacturing
of iii-v
semiconductors
OEM manufacturing
of iii-v
semiconductors
Professional
investment
Professional
investment
Sales of LED chips
100%
100%
100%
100%
75.96%
19.53%
100%
100%
100%
15.45%
7.08%
3.98%
100%
100%
49.00%
Note 2
Note 2
Note 2
Note 2
Note 1

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Ownership
Name of Main Business December 31, December 31,
Investor Name of Subsidiary Activities 2023 2022 Note
----- End of picture text -----

Name of
Investor
Name of Subsidiary Main Business
Activities
December 31,
2023
December 31,
2022
Note
Epistar Corporation Full Star Enterprises Professional - 100% Note 5
Limited investment
Epistar Corporation Unikorn OEM manufacturing 11.89% 12.80% Note 2
Semiconductor of iii-v
Corporation semiconductors
Epistar Corporation GaN Force Design, 64.32% 64.32%
Corporation manfacturing and
sales of
semiconductor
materials and
modules
Epistar Corporation Can Yang Professional 3.53% 3.53%
Investments Limited investment
Epistar JV Lite Star JV Professional 82.41% 82.41%
Holding (BVI) Holding (BVI) investment
Co., Ltd. Co., Ltd.
Epistar JV United LED Professional 74.86% 74.86%
Holding (BVI) Corporation (Hong investment
Co., Ltd. Kong) Limited
Epistar JV Episky (Hong Kong) Professional 100% 100%
Holding (BVI) Limited investment
Co., Ltd.
Epistar JV HUGA Holding Professional 100% 100%
Holding (BVI) (SAMOA) Limited investment
Co., Ltd.
Epistar JV Can Yang Professional 87.41% 85.26%
Holding (BVI) Investments Limited investment
Co., Ltd.
Lite Star JV Epicrystal (Hong Professional 100% 100%
Holding (BVI) Kong) Co., Limited investment
Co., Ltd.
Epicrystal (Hong Epicrystal Manufacturing and 93.38% 93.38%
Kong) Co., Limited Corporation sales of LED wafers
(Changzhou) Ltd. and chips
United LED United LED Shan Manufacturing and 100% 100%
Corporation (Hong Dong Corporation sales of LED wafers
Kong) Limited and chips
Episky (Hong Episky Corporation Manufacturing and 100% 100%
Kong) Limited (Xiamen) Ltd. sales of LED chips

212

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Ownership
Name of Main Business December 31, December 31,
Investor Name of Subsidiary Activities 2023 2022 Note
----- End of picture text -----

Name of
Investor
Name of Subsidiary Main Business
Activities
December 31,
2023
December 31,
2022
Note
Episky Corporation Epicrystal Manufacturing and 3.31% 3.31%
(Xiamen) Ltd. Corporation sales of LED wafers
(Changzhou) Ltd. and chips
Episky Corporation Shenzhen Epikylin Sales of LED chips 100% 100%
(Xiamen) Ltd. Optoelectronics
Co.,Ltd
Lighting Lighting Investment Professional 100% 100%
Investment Ltd. investment
Corporation
Lighting GaNrich Design and - 83.39% Note 9
Investment Semiconductor technology service of
Corporation Corporation LED lighting
products
Lighting Yenrich Opto (Hong Sales of LED - 100% Note 6
Investment Kong) Limited lighting products
Corporation
Lighting Can Yang Professional 6.87% 6.87%
Investment Investments Limited investment
Corporation
Lighting GaN Force Design, 35.68% 35.68%
Investment Corporation manfacturing and
Corporation sales of
semiconductor
materials and
modules
Lighting Luxlite (HK) Professional 100% 100%
Investment Ltd. Corporation Limited investment
Lighting Epistar (Hong Kong) Professional 100% 100% Note 7
Investment Ltd. Limited investment
Can Yang Jiangsu Canyang Manufacturing and 100% 100%
Investments Optoelectronics Ltd. sales of LED wafers
Limited and chips
Yenrich ProLight Opto Manufacturing and - 2.68% Note 8
Technology Technology sales of LED
Corporation Corporation packages
ProLight Opto ProLight Opto Professional 100% 100%
Technology Holding investment
Corporation Corporation

213

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Ownership
Name of Main Business December 31, December 31,
Investor Name of Subsidiary Activities 2023 2022 Note
----- End of picture text -----

Name of
Investor
Name of Subsidiary Main Business
Activities
December 31,
2023
December 31,
2022
Note
ProLight Opto ProLight Opto Professional 100% 100%
Holding Technology investment
Corporation Corporation
ProLight Opto Shanghai Welight Wholesale and export 100% 100%
Technology Electronic Co., LTD and import of LED
Corporation and related products
Lextar Electronics Lextar (Singapore) Professional 100% 100%
Corporation Pte. Ltd. investment
Lextar Electronics Liang Li Venture Professional 100% 100%
Corporation Corp. investment
Lextar Electronics Wellypower Professional 100% 100%
Corporation Optronics investment
Corporation
Lextar Electronics Apower Optronics Professional 100% 100%
Corporation Corporation investment
Lextar Electronics Wellybond Professional 100% 100%
Corporation Corporation investment
Lextar Electronics Wellybond Optronics Professional 100% 100% Note 7
Corporation (H.K.) Limited investment
Lextar Electronics Trendylite Sales of products 100% 90.50%
Corporation Corporation
Lextar Electronics Hexawave, Inc. Manufacturing and 31.52% 31.81%
Corporation sales of compound
semiconductor
materials and
modules
Lextar Electronics Yenrich Technology Manufacturing and 100% 100%
Corporation Corporation sales of LED
packages
Lextar Electronics ProLight Opto Manufacturing and 9.84% 9.55% Note 8
Corporation Technology sales of LED
Corporation packages
Lextar (Singapore) Lextar Electronics Manufacturing and 100% 100%
Pte. Ltd., (Suzhou) Corp. sales of LED wafers,
Wellypower chips, packages and
Optronics modules
Corporation and
Apower Optronics
Corporation
Lextar (Singapore) Lextar Electronics Manufacturing and - 100% Note 3
Pte. Ltd. (Xiamen) Co., Ltd. sales of LED lighting
and modules

214

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Ownership
Name of Main Business December 31, December 31,
Investor Name of Subsidiary Activities 2023 2022 Note
----- End of picture text -----

Name of
Investor
Name of Subsidiary Main Business
Activities
December 31,
2023
December 31,
2022
Note
Lextar (Singapore) Lextar Electronics Sale of LED and 100% 100%
Pte. Ltd. Korea Ltd. after-sales service
Liang Li Venture ProLight Opto Manufacturing and 9.84% 9.09% Note 8
Corp. Technology sales of LED
Corporation packages
Wellybond VOGITO Design of lighting 50.00% 50.00%
Corporation INNOVATION CO.,
LTD.
Wellybond ProLight Opto Manufacturing and 31.47% 29.84% Note 8
Corporation Technology sales of LED
Corporation packages
Wellybond Hexawave, Inc. Manufacturing and 31.52% 31.81%
Corporation sales of compound
semiconductor
materials and
modules
Wellybond WellyHertz Manufacturing and 87.46% 86.96%
Corporation Electronics Corp. sales of switching
power supply module
Lextar Electronics Lextar Electronics Manufacturing and 100% 100%
(Suzhou) Corp. (Chuzhou) Corp. sales of LED wafers,
chips, packages and
modules
Lextar Electronics Chuzhou Bwin Developing, 29.00% 48.33% Note 4
(Suzhou) Corp. Technology Corp. manufacturing, sales
of metal and plastic
technical products
Lextar Electronics Chuzhou Bwin Developing, 66.40% - Note 4
(Chuzhou) Corp. Technology Corp. manufacturing, sales
of metal and plastic
technical products
  • Note 1: Due to the control over the entity’s financial and operational policies, this company is included in the consolidated financial statements.

  • Note 2: ENNOSTAR Inc. and Harvestar Investment Corp. had participated in the capital increase of Unikorn in the first quarter of 2022, and acquired part of shares of Unikorn from Epistar due to the reorganization in the second quarter of 2022. ENNOSTAR Inc., Harvestar Investment Corp., Precistar Investment Corp., and Praistar Investment Corp. had participated in the capital increase of Unikorn in the fourth quarter of 2022 and second quarter of 2023, therefore, ENNOSTAR, Harvestar, Precistar, Praistar and Epistar’s shareholding ratios were 19.53%, 15.45%, 7.08%, 3.98% and 11.89% on December 31, 2023, respectively.

Note 3: Lextar Electronics (Xiamen) Co., Ltd. has applied for dissolution in January, 2023 Note 4: Due to changes in equity, it has been included in the consolidated entity since April, 2023. Note 5: Dissolved in May, 2023 because of discontinuance of operations.

215

  - Note 6: Dissolved in July, 2023 because of discontinuance of operations.

  - Note 7: Epistar (Hong Kong) Corporation Limited and Wellybond Optronics (H.K) Limited have applied for liquidation in 2023.

  - Note 8: Due to the reorganization, the shares of ProLight Opto Technology Corporation originally held by Yenrich Technology Corporation are held by Epistar, Liang Li Venture Corp. and Wellybond Corporation.

  - Note 9: Due to the disposal of GaNrich Semiconductor Corporation’s shares, it has been excluded from the consolidated entity since December, 2023.
  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interest that are material to the Group: None.

  • (4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss as part of the fair value gain or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within “other gains and losses”.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rate of that period; and

    • iii. All resulting exchange differences are recognized in other comprehensive income.

  • (b) When the foreign operation partially disposed of or sold is an associate or jointly controlled entity, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group still retains partial interest in the former foreign associate or jointly controlled

216

entity after losing significant influence over the former foreign associate, or losing joint control of the former jointly controlled entity, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • (c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group still retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

  • (d) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realized within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

  • Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, the derivative financial assets are recognised and derecognised using trade date accounting, the beneficiary certificates are recognised and derecognised using settlement date accounting.

  • C. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.

  • D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

217

(8) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value: The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

  • (9) Financial assets at amortised cost

  • A. Financial assets at amortised cost are those that meet all of the following criteria:

  • (a) The objective of the Group’s business model is achieved by collecting contractual cash flows. (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.

  • D. The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

  • (10) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

  • (11) Impairment of financial assets

  • For financial assets at amortised at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

  • (12) Derecognition of financial assets

  • The Group derecognizes a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows from the financial assets have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial assets.

  • C. The Group neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.

  • (13) Leasing arrangements (lessor) operating leases

  • Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

218

(14) Inventories

  • Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprise raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs the item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(15) Non-current assets held for sale

  • Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

(16) Investments accounted for using equity method - associates

  • A. Associates are all entities over which the Group has significant influence but no control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using equity method and are initially recognized at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes does not affect the Group’s ownership percentage of the associate, the Group recognizes change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for using equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

  • G. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the

219

associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • H. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • (17) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 20 ~ 50 years
Plant and construction 2 ~ 15 years
Machinery 2 ~ 20 years
Office equipment 2 ~ 20 years
Leasehold improvements 3 ~ 15 years
Other equipment 2 ~ 20 years

(18) Leasing arrangements (lessee) right-of-use assets / lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:

  • (a) Fixed payments, less any lease incentives receivable;

  • (b) Variable lease payments that depend on an index or a rate; and

  • (c) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract

220

modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;

    • (b) Any lease payments made at or before the commencement date;

    • (c) Any initial direct costs incurred by the lessee; and

    • (d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

    • The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

  • D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognise the difference in profit or loss.

  • (19) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 20 ~ 50 years.

  • (20) Intangible assets

  • A. Patents

    • Patents are stated at cost and amortized on a straight-line basis over their legal terms or economic service lives, whichever is shorter.
  • B. Technology know-how

    • Technology know-how is stated at cost and amortized on a straight-line basis over their economic service lives.
  • C. Computer software

    • Computer software is stated at cost and amortized on a straight-line basis over their estimated useful lives of 2 ~ 10 years.
  • D. Goodwill

    • Goodwill arising from a business combination is accounted for by applying the acquisition method.
  • E. Other intangible assets

    • Other intangible assets, mainly electricity facilities, are stated at cost and amortized using the straight-line method over 3 to 5 years.
  • (21) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

  • B. The recoverable amounts of goodwill and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated

221

to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

  • (22) Borrowings

  • A. Borrowings comprise of long-term and short-term bank borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawn-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

  • (23) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

  • (24) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges.

  • B. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.

  • C. If the credit risk results in fair value changes in financial liabilities designated as at fair value through profit or loss, they are recognised in other comprehensive income in the circumstances other than avoiding accounting mismatch or recognising in profit or loss for loan commitments or financial guarantee contracts.

(25) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

(26) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the

222

balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

     - ii. Remeasurement arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

     - iii. Past service costs are recognized immediately in profit or loss.
  • C. Termination benefits

    • Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
  • D. Employees’ compensation and directors’ remuneration

    • Employees’ compensation and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
  • (27) Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. And ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  • B. Treasury shares transferred to employees:

    • (a) Restricted stocks issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period.

    • (b) For treasury shares where employees have to pay to acquire those stocks, if employees resign during the vesting period, they must compensate the Group for the difference between the fair value of the equity instruments and their payments on the stocks.

  • C. Restricted stocks:

    • (a) Restricted stocks issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period.

    • (b) For restricted stocks where those stocks do not restrict distribution of dividends to employees and employees are not required to return the dividends received if they resign during the vesting period, the Group recognises the fair value of the dividends received by the employees who are expected to resign during the vesting period as compensation cost at the date of dividends declared.

    • (c) For restricted stocks where employees have to pay to acquire those stocks, if employees resign during the vesting period, they must return the stocks to the Group and the Group must refund

223

their payments on the stocks, the Group recognises the payments from the employees who are expected to resign during the vesting period as liabilities at the grant date, and recognises the payments from the employees who are expected to be eventually vested with the stocks in ’capital surplus – others’.

(28) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year when the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

  • (29) Share capital

  • A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects,

224

is included in equity attributable to the Company’s equity holders.

  • (30) Dividends

  • Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s Board of Directors. Cash dividends are recorded as liabilities.

  • (31) Revenue recognition

  • A. Sales of goods:

    • (a) The Group is engaged in the research, development and sale of EPI wafers and chips of AlGaInP, AlGaAs and InGaN and light-emitting diode packages and modules. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

    • (b) Sales revenue is recognised on the net amount of contract price after deduction of sales discounts and allowances. The sales discounts and allowances were offered to customers based on aggregate sales over a 12-month period. Accumulated experience is used to estimate and provide for the sales discounts and allowances, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with a credit term less than 1 year, which is consistent with market practice.

    • (c) The Group’s obligation to provide a repair refund for faulty products under the standard warranty terms is recognised as a provision.

    • (d) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • B. Revenue from licencing intellectual property

    • (a) The Group entered into a contract with a customer to grant a licence of patents and intellectual property to the customer. Given the licence is distinct from other promised goods or services in the contract, the Group recognises the revenue from licencing when the licence transfer to a customer either at a point in time or over time based on the nature of the licence granted. The nature of the Group’s promise in granting a licence is a promise to provide a right to access the Group’s intellectual property if the Group undertakes activities that significantly affect the patents and intellectual property to which the customer has rights, the customer is affected by the Group’s activities and those activities do not result in the transfer of a good or a service to the customer as they occur. The royalties are recognised as revenue on a straight-line basis throughout the licencing period. In case the abovementioned conditions are not met, the nature of the Group’s promise in granting a licence is a promise to provide a right to use the Group’s intellectual property and therefore the revenue is recognised when transferring the licence to a customer at a point in time.

    • (b) Some contracts require a sales-based royalty in exchange for a licence of intellectual property. The Group recognises revenue when the performance obligation has been satisfied and the subsequent sale occurs.

  • C. Incremental costs of obtaining a contract

Given that the contractual period lasts less than one year, the Group recognises the incremental

225

costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.

(32) Government grants

  • Government grants are recognized at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognized as non-current liabilities and are amortized to profit or loss over the estimated useful lives of the related assets using the straight-line method.

(33) Business combinations

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisitionrelated costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.

(34) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.

  1. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Critical judgments in applying the Group’s accounting policies

None.

(2) Critical accounting estimates and assumptions

1. Evaluation of inventories

As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of obsolete inventories or

226

inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

As of December 31, 2023, the carrying amount of inventories was $4,216,492.

  1. Evaluation of impairment loss of goodwill

The evaluation of impairment loss of goodwill relies on the Group's subjective judgment, including identifying cash-generating units and allocating assets, liabilities and goodwill to relevant cash-generating units, and determining the recoverable amount of the relevant cashgenerating units. For the assessment of goodwill impairment, please refer to Note 6(11).

As of December 31, 2023, the goodwill after the Group recognizes impairment losses is $754,266.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash on hand and petty cash
Checking accounts and demand deposits
Time deposits
Bonds sold under repurchase agreement
December 31, 2023
1,303
$ 4,620,140
10,579,045
363,000
15,563,488
$
December31,2022
1,451
$ 2,838,714
12,415,967
871,000
16,127,132
$

The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

(2) Financial assets at fair value through profit or loss

Items December 31,2023 December 31,2022
Current items:
Financial assets mandatorily measured
at fair value through profit or loss
Beneficiary certificates $ - $ 45,180
Listed stocks 193,439 193,439
Derivatives 52,303 22,415
245,742 261,034
Valuation adjustment ( 43,296) ( 96,968)
202,446 164,066
Non-current items:
Financial assets mandatorily measured
at fair value through profit or loss
Unlisted stocks 212,005 298,308
Valuation adjustments ( 212,005) ( 208,301)
- 90,007
$ 202,446 $ 254,073

227

  • A. The Group entered into contracts relating to derivative financial assets which were not accounted for under hedge accounting. The information is listed below:

December 31, 2023

Notional principal (in Financial instruments thousands) Currency Maturity date Forward foreign exchange contract - sell USD 60,100 USD to NTD 2024.01.02~2024.05.17 Forward foreign exchange contract - sell USD 42 USD to JPY 2024.01.24~2024.02.22 Forward foreign exchange contract - sell USD 19,000 USD to RMB 2024.01.30~2024.05.17 Forward foreign exchange contract - sell USD 15,000 RMB to NTD 2024.01.02~2024.02.01 December 31, 2022 Notional principal (in Financial instruments thousands) Currency Maturity date Forward foreign exchange contract - sell USD 68,000 USD to NTD 2023.01.05~2023.04.20 Forward foreign exchange contract - sell USD 81 USD to JPY 2023.01.04~2023.03.24 Forward foreign exchange contract - sell USD 8,000 USD to RMB 2023.02.24~2023.04.25

  • The Group entered into forward foreign exchange contracts to hedge exchange rate risk of export and import proceeds. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

  • B. The net income (loss) recognized by the Group amounted to $16,196 and ($285,929) for the years ended December 31, 2023 and 2022, respectively.

  • C. Information on credit risk of financial assets at fair value through profit or loss is provided in Notes 12(2) and (3).

(3) Financial assets at fair value through other comprehensive income

==> picture [487 x 130] intentionally omitted <==

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

Items December 31, 2023 December 31, 2022
Non-current items:
Equity instruments
Listed stocks $ 760,319 $ 1,170,038
Unlisted stocks 3,525,330 3,564,502
4,285,649 4,734,540
Valuation adjustment ( 87,110) ( 289,223)
$ 4,198,539 $ 4,445,317
----- End of picture text -----

  • A. The Group has elected to classify investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $4,198,539 and $4,445,317 as at December 31, 2023 and 2022, respectively.

228

  • B. Amounts recognized in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
Equity instruments at fair value through other
comprehensiveincome
Fair value change recognized in other comprehensive
income (loss)
Dividend income recognized in profit or loss held at
end of period
Year ended
Year ended
December 31, 2023
December 31, 2022
18,530
$ 244,257)
($ 38,497
$ 44,296
$
  • C. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Group was $4,198,539 and $4,445,317, respectively.

  • D. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Notes 12(2) and (3).

  • (4) Financial assets at amortised cost

Items
December 31, 2023
December 31,2022
Current items:
Others 914,438
$
$ 647,408
Non-current items:
Others 241,961
$
$ 180,137
A. Amounts recognized in profit or loss in relation to financial assets at amortised cost are listed Amounts recognized in profit or loss in relation to financial assets at amortised cost are listed Amounts recognized in profit or loss in relation to financial assets at amortised cost are listed
below:
Year ended Year ended
December31,2023 December31,2022
Interest income 3,970
$
4,860
$
  • B. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group was $1,156,399 and $827,545, respectively.

  • C. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.

  • D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Group’s investments in certificates of deposit are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.

(5) Notes and accounts receivable

Notes and accounts receivable
December31,2023 December31,2022
Notes receivable $ 758,666 $ 2,756,798
Less: Allowance for uncollectible accounts - ( 883,988)
$ 758,666 $ 1,872,810
Accounts receivable $ 7,684,183 $ 7,597,170
Less: Allowance for uncollectible accounts ( 12,155) ( 52,573)
$ 7,672,028 $ 7,544,597

229

A. The ageing analysis of accounts receivable and notes receivable is as follows:

December 31,2023 December 31,2022 31,2022
Accountsreceivable Notesreceivable Accountsreceivable Notesreceivable
Not past due $ 7,292,122 $ 758,666 $ 7,168,484 $ 1,872,810
Up to 30 days 339,486 - 255,017 -
31 to 90 days 28,106 - 45,268 -
91 to 180 days 12,417 - 26,347 -
Over 180 days 12,052 - 102,054 883,988
$ 7,684,183 $ 758,666 $ 7,597,170 $ 2,756,798

The above ageing analysis was based on past due date.

  • B. As of December 31, 2023 and 2022, the Group had outstanding discounted notes receivable amounting to $369,426 and $193,017, respectively. The Group has payment obligations when the drawers of the notes refuse to pay for the notes at maturity. However, the credit rating of the aforesaid acceptance bank is extremely high, and the Group judges that the discounted notes receivable meets the requirements for delisting financial assets and will be deducted from notes receivable directly. The liabilities arising on discounted notes receivable are recognized in shortterm borrowings, please refer to Note 6(13) for details.

  • C. Details of the Group’s notes receivable pledged to others as collateral are provided in Note 8.

  • D. The Group holds collateral including commercial papers, financial assets, patents as well as machinery and equipment as security for accounts receivable.

  • E. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the notes receivable held by the Group was $758,666 and $1,872,810, respectively; the maximum exposure to credit risk in respect of the amount that best represents the accounts receivable held by the Group was $7,672,028 and $7,544,597, respectively.

  • F. Information on credit risk of accounts receivable and notes receivable is provided in Note 12(2).

  • (6) Inventories

Inventories
Raw materials
Work in progress
Finished goods
Raw materials
Work in progress
Finished goods
December31,2023
Allowance for
Cost
valuation loss
1,490,128
$ 152,258)
($ 1,195,739
245,530)
(
2,268,710
340,297)
(
4,954,577
$ 738,085)
($ December31,2022
Bookvalue
1,337,870
$ 950,209
1,928,413
4,216,492
$
Allowance for
Cost
valuation loss
1,283,725
$ 116,182)
($ 1,861,632
273,819)
(
2,542,195
472,506)
(
5,687,552
$ 862,507)
($
Bookvalue
1,167,543
$ 1,587,813
2,069,689
4,825,045
$

230

The cost of inventories recognised as expense for the years ended December 31, 2023 and 2022:

(7) Investments accounted for using equity method
A. The carrying amount of the Group’s interests in all individually immaterial associates and the
Group’s share of the operating results are summarized below:
As of December 31, 2023 and 2022, the carrying amount of the Group’s individually immaterial
associates amounted to $3,300,127 and $3,608,999, respectively.
B. The fair value of the Group’s material associates with quoted market prices is as follows:
Year ended
Year ended
December31,2023
December31,2022
Cost of goods sold
17,885,912
$ 21,166,872
$ Scrap loss
41,842
39,617
(Recovery benefits in market value) loss on market
price decline
6,339)
(
359,310
Loss on idle capacity
3,461,702
2,386,793
Other
245,179)
(
55,904)
(
21,137,938
$ 23,896,688
$ December31,2023
December31,2022
Associates:
LEDAZ Co., Ltd.
-
$ 42,912
$ LEDOLUX Sp. Zo.O.
11,933
11,310
Interelight Optotech (HK) Co., Limited
7,475
10,941
LEADSTAR Micro-Crystal Display
Corporation (Jiangsu) Ltd.
628,802
441,348
GCS Holdings, Inc.
864,280
1,090,517
Changzhou Chemsemi Co., Ltd.
583,853
791,206
Joint Power Exponent, Ltd.
36,541
54,095
iReach Corporation
53,262
50,413
Chuzhou Bwin Technology Corp.
-
76,339
Tyntek Corporation
1,027,919
939,581
WellyWave Semiconductors Inc.
41,771
55,925
TE Opto Corporation
43,980
44,069
Domi-Star Optoelectronics Corporation
311
343
3,300,127
$ 3,608,999
$ Year ended
Year ended
Attributable to the Group:
December 31, 2023
December31,2022
Loss for the period from continuing operations
547,914)
($ 713,585)
($ Other comprehensive income
67,666
296,067
Total comprehensive loss
480,248)
($ 417,518)
($

231

December31,2023 December31,2023 December31,2022 December31,2022
GCS Holdings, Inc. $ 785,312 $ 957,879
Tyntek Corporation 838,525 653,891
$ 1,623,837 $ 1,611,770
  • C. In the first quarter of 2022, due to changes in control of LEADSTAR Micro-crystal Display Corporation (JiangSu) Ltd., the Group lost control over the company and therefore reclassified it into investments accounted for using equity method at the same period.

  • D. In the first quarter of 2022, the Group disposed part of its shares of WellyWave Semiconductors Inc. and lost control over the entities. Therefore, the Group reclassified it into investments accounted for using equity method at the same period.

  • E. In the second quarter of 2023, the Group acquired 92.33% shares of Chuzhou Bwin Technology Corp.. Therefore the Group has control over it and merged it into the consolidated entity in this quarter. Please Note 4(3) for details.

(8) Property, plant and equipment

At January 1, 2023
Cost
Accumulated
depreciation and
impairment
2023
Opening net book amount
at January 1
Additions
Transfer
Acquired from business
combinations
Disposals
Reclassified to non-
current assets held for
sale
Reclassifications
Reclassified to investment
property
Depreciation charge
Impairment loss
Disposals of subsidiary
Net exchange differences
Closing net book amount
at December 31
At December 31, 2023
Cost
Accumulated
depreciation and
impairment
Land
1,558,195
$ -

1,558,195
$ 1,558,195
$ -
-
-
-

-

-
-
-

-

-
-

1,558,195
$ 1,558,195
$ -

1,558,195
$
Buildings and
structures
Machinery
18,091,812
$ 45,433,185
$ 9,539,687)
(
35,440,955)
(

8,552,125
$ 9,992,230
$ 8,552,125
$ 9,992,230
$ 8,446
60,242
240,648
1,235,647
63,797
83,012
8,902)
(
120,534)
(

62,539)
(
-
20,106
78,583

10,513
-
899,986)
(
3,353,717)
(

193,665)
(
135,231)
(

-
-

49,451)
(
38,381)
(

7,681,092
$ 7,801,851
$ 17,837,732
$ 44,842,113
$ 10,156,640)
(
37,040,262)
(

7,681,092
$ 7,801,851
$
Office
equipment
Leasehold

improvements
Others
346,373
$ 1,734,085
$ 258,630)
(
1,361,854)
(
87,743
$ 372,231
$ 87,743
$ 372,231
$ 1,833
47,130
6,418
67,463

-
18,124
-
3,763)
(
-
-
-
1,824
-
-
22,658)
(
145,249)
(
3,080)
(
689)
(
-
-
199)
(
6,608)
(

70,057
$ 350,463
$ 346,879
$ 1,885,365
$ 276,822)
(
1,534,902)
(
70,057
$ 350,463
$
Construction in
progress and
equipment to
be inspected
Total
1,383,127
$ 69,088,810
$ -
47,051,735)
(
1,383,127
$ 22,037,075
$ 1,383,127
$ 22,037,075
$ 2,071,849
2,193,240
1,572,196)
(
-
3,717
168,650
-
133,791)
(
-
62,539)
(
57,774
156,206
-
10,513
-
4,456,068)
(
-
333,374)
(
-
108)
(
20,025)
(
114,832)
(
1,924,246
$ 19,464,972
$ 1,924,246
$ 68,794,818
$ -
49,329,846)
(
1,924,246
$ 19,464,972
$
Total
542,033
$ 450,609)
(

91,424
$ 91,424
$ 3,740
22,020
-
592)
(
-
2,081)
(
-
34,458)
(

709)
(

108)
(
168)
(

79,068
$ 400,288
$ 321,220)
(

79,068
$
19,464,972
$

232

At January 1, 2022
Cost
Accumulated
depreciation and
impairment
2022
Opening net book amount
at January 1
Additions
Transfer
Disposals
Reclassifications
Reclassified to investment
property
Depreciation charge
Impairment loss
Disposals of subsidiary
Net exchange differences
Closing net book amount
at December 31
At December 31, 2022
Cost
Accumulated
depreciation and
impairment
Land
1,558,195
$ -

1,558,195
$ 1,558,195
$ -
-
-

-

-
-

-

-
-

1,558,195
$ 1,558,195
$ -

1,558,195
$
Buildings and
Office
structures
Machinery
equipment
17,347,652
$ 47,907,326
$ 516,930
$ 9,156,255)
(
35,274,900)
(
409,162)
(
8,191,397
$ 12,632,426
$ 107,768
$ 8,191,397
$ 12,632,426
$ 107,768
$ 8,280
251,877
13,748
1,328,963
1,536,649
40,974
10,380)
(
323,756)
(
193)
(
20,362)
(
15,314
-
4,906
-
-
911,507)
(
3,655,684)
(
64,806)
(
9,118)
(
4,194)
(
-
-
545,435)
(
7,092)
(
30,054)
(
85,033
1,025
8,552,125
$ 9,992,230
$ 91,424
$ 18,091,812
$ 45,433,185
$ 542,033
$ 9,539,687)
(
35,440,955)
(
450,609)
(
8,552,125
$ 9,992,230
$ 91,424
$
Leasehold

improvements
Others
365,056
$ 1,700,988
$ 259,314)
(
1,285,825)
(
105,742
$ 415,163
$ 105,742
$ 415,163
$ 4,005
44,009
10,234
121,253

5,999)
(
47,299)
(
16
-
-
-
26,117)
(
132,988)
(
-
-
412)
(
29,692)
(

274
1,785
87,743
$ 372,231
$ 346,373
$ 1,734,085
$ 258,630)
(
1,361,854)
(
87,743
$ 372,231
$
Construction in
progress and
equipment to
be inspected
Total
1,288,661
$ 70,684,808
$ -
46,385,456)
(
1,288,661
$ 24,299,352
$ 1,288,661
$ 24,299,352
$ 3,295,514

3,617,433
3,038,073)
(
-
-
387,627)
(
6,701
1,669
-
4,906
-
4,791,102)
(
-
13,312)
(
173,884)
(
756,515)
(
4,208
62,271
1,383,127
$ 22,037,075
$ 1,383,127
$ 69,088,810
$ -
47,051,735)
(
1,383,127
$ 22,037,075
$
Total
22,037,075
$

Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

(9) Leasing arrangements lessee

  • A. The Group leases various assets including land, buildings, machinery, transportation equipment and office equipment. Rental contracts are typically made for periods of 2 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. Short-term leases with a lease term of 12 months or less comprise of buildings, transportation equipment and office equipment. Low-value assets comprise of office equipment.

  • C. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land

Buildings
Machinery
Transportation equipment
Office equipment
December31,2023
Carryingamount
$ 1,518,217
58,593
51,458
10,413
32,621
1,671,302
$
December31,2022
Carryingamount
$ 1,670,856
54,399
126,084
16,610
37,208
1,905,157
$

233

Year ended
December31,2023
Depreciation charge
Land
65,521
$ Buildings
23,296
Machinery
31,736
Transportation equipment
6,198
Office equipment
11,873
138,624
$
Year ended
December31,2022
Depreciation charge
63,166
$ 19,477
57,165
7,707
13,891
161,406
$
  • D. For the years ended December 31, 2023 and 2022, the additions to right-of-use assets were $66,156 and $338,279, respectively.

  • E. The information on profit and loss accounts relating to lease contracts is as follows:

Year ended Year ended
December 31, 2023 December 31, 2022
Items affecting profit or loss
Interest expense on lease liabilities $ 21,156 $ 21,409
Expense on short-term lease contracts 41,061 21,235
Expense on leases of low-value assets 5,466 6,668
  • F. For the years ended December 31, 2023 and 2022, the Group’s total cash outflow for leases were $164,731 and $172,782, respectively.

234

(10) Intangible assets

Intangible assets
Patents Goodwill Software Others Total
At January 1, 2023
Cost $ 2,935,957
$ 7,087,692
$ 560,309
$ 131,859 $ 10,715,817
Accumulated amortisation
and impairment ( 2,030,294) ( 3,191,092) ( 469,307) ( 117,541) ( 5,808,234)
$ 905,663 $ 3,896,600 $ 91,002 $ 14,318 $ 4,907,583
2023
Opening net book amount
as at January 1 $ 905,663 $ 3,896,600
$ 91,002
$ 14,318 $ 4,907,583
Additionsacquired
separately 3,055 - 74,183 - 77,238
Additionsacquired through
business combinations - - - 56,160 56,160
Disposals ( 14,061) - - - ( 14,061)
Reclassifications 3,755 - 268 - 4,023
Amortisation charge ( 183,723) - ( 50,447) ( 11,572) ( 245,742)
Impairment loss - ( 3,142,334) - - ( 3,142,334)
Disposals of subsidiary ( 299)
- - - ( 299)
Net exchange differences ( 974) - ( 60)
( 932) ( 1,966)
Closing net book amount as
at December 31 $ 713,416 $ 754,266 $ 114,946
$ 57,974 $ 1,640,602
At December 31, 2023
Cost $ 2,920,200
$ 763,034
$ 633,286
$ 187,087 $ 4,503,607
Accumulated amortisation
and impairment ( 2,206,784)
( 8,768) ( 518,340) ( 129,113) ( 2,863,005)
$ 713,416 $ 754,266 $ 114,946
$ 57,974 $ 1,640,602

235

Patents Goodwill Software Others Others Total
At January 1, 2022
Cost $ 2,750,991
$ 7,087,692
$ 513,660
$ 128,843 $ 10,481,186
Accumulated amortisation
and impairment ( 1,828,302) ( 3,191,092) ( 410,601) ( 109,528) ( 5,539,523)
$ 922,689 $ 3,896,600 $ 103,059 $ 19,315 $ 4,941,663
2022
Opening net book amount
as at January 1 $ 922,689 $ 3,896,600
$ 103,059
$ 19,315 $ 4,941,663
Additionsacquired
separately 167,091 - 47,614 3,015 217,720
Disposals ( 2,969) - ( 67)
- ( 3,036)
Reclassifications 8,456 - 2,849 - 11,305
Amortisation charge ( 190,387) - ( 59,358) ( 8,012) ( 257,757)
Disposals of subsidiary - - ( 3,291) - ( 3,291)
Net exchange differences 783 - 196 - 979
Closing net book amount as
at December 31 $ 905,663 $ 3,896,600 $ 91,002 $ 14,318 $ 4,907,583
At December 31, 2022
Cost $ 2,935,957
$ 7,087,692
$ 560,309
$ 131,859 $ 10,715,817
Accumulated amortisation
and impairment ( 2,030,294) ( 3,191,092) ( 469,307) ( 117,541) ( 5,808,234)
$ 905,663 $ 3,896,600 $ 91,002 $ 14,318 $ 4,907,583
Details of amortisation on intangible assets are as follows:
Year ended Year ended
December31, 2023 December31,2022
Operating costs $ 88,620 $ 88,857
Selling expenses 612 463
Administrative expenses 104,344 111,290
Research and development expenses 52,165 57,147
$ 245,741 $ 257,757

236

(11) Impairment of non-financial assets

The Group assessed that production line adjustments and configurations resulted in idling or impairment of certain property, plant and equipment. The Group wrote down the carrying amount of the assets based on the recoverable amount and recognised impairment losses of $ 3,475,707 and $13,312 for the years ended December 31, 2023 and 2022, respectively. The recoverable amount is the assets’ fair value less costs of disposal. The fair value is classified as a level 3 fair value. Details of impairment are as follows:

of impairment are as follows:
Year ended Year ended
December31,2023 December31,2022
Recognised inprofit or loss
Impairment lossbuildings and structure $ 193,665
$ 9,118
Impairment lossmachinery 135,231 4,194
Impairment lossoffice equipment 709 -
Impairment lossleasehold improvements 3,080 -
Impairment lossothers 689 -
Impairment lossgoodwill 3,142,334 -
$ 3,475,708
$ 13,312
  1. Goodwill is allocated to the Company's cash-generating units identified by operating segments, and the recoverable amount is assessed based on value in use, which is calculated based on pre-tax cash flow forecasts based on financial budgets approved by management.

  2. The Company's recoverable amount calculated based on value in use exceeds the book amount, so goodwill is impaired. The main assumptions used to calculate value in use are as follows:

  3. (1) Revenue growth rate:Estimated with reference to relevant market information and planned operating sales plan.

  4. (2) Gross margin:Estimated based on historical values and taking into account planned operating sales plan.

  5. (3) Discount rate:It is a pre-tax ratio and reflects the specific risks of the relevant operating departments. It was 8.97% and 10.64% in 2023 and 2022, respectively.

  6. (12) Non-current assets held for sale and discontinued operations

Property, plant and equipment December31,2023
94,800
$
December31,2022
-
$

The Group plans to sell the Shandong factory and land use rights in 2024, so the amounts of property, plant and equipment were recognized as non-current assets held for sale. The Group experts to sign a contract of the sale and purchases in February,2024.

(13) Short-term borrowings

Short-term borrowings
Bank borrowings
Unsecurred borrowings
Secured borrowings
Liabilities on discounted notes receivable
Interest rate range-NTD
Interest rate range-foreign currency
Interest rate range - discounted notes
December31,2023
565,319
$ -
$ 181,817
$ 0%
3.6%~6.13%
3.4%
December31,2022
1,203,495
$
-
$
-
$
1.86%
1.80%~6.08%
NA

As of December 31, 2023 and 2022, Epistar Corporation has endorsements to Ennostar Inc., Episky

237

Corporation (Xiamen) Ltd., Jiangsu Canyang Optoelectronics Ltd. and Unikorn Semiconductor Corporation totalling $3,250,000 and $3,918,520, respectively.

(14) Financial liabilities at fair value through profit or loss

==> picture [363 x 11] intentionally omitted <==

Current items:

==> picture [456 x 12] intentionally omitted <==

The Group entered into contracts relating to derivative financial assets which were not accounted for under hedge accounting, please refer to Note 6(2) for details.

(15) Short-term notes and bills payable

December 31, 2023 Rate (%) Amount Name of bank Collaterals Payables for bankers’ - $ 1,295,140 AGRICULTURAL BANK OF CHINA Note 8 acceptance BANK OF JIANGSU BANK OF COMMUNICATIONS

==> picture [496 x 47] intentionally omitted <==

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

December 31, 2022
Rate (%) Amount Name of bank Collaterals
Payables for bankers’ - $ 775,294 BANK OF COMMUNICATIONS Note 8
----- End of picture text -----

(16)










Other payables
acceptance
Items
Payables on wages, salaries and bonus
Payables on insurance expense
Payables on personnel expense
Compensation due to employees, directors
and supervisors
Payables on machinery and equipment
Payables on processing fees
Payables on consumable goods and
equipment repair expense
Payables on gas expense
Payables on intangible assets
Payables on reticle expense
Others
BANK OF CHINA
December31,2023
1,238,554
$ 2,231
251,108
88,537
683,775
386,885
354,704
71,682
51,527
23,614
658,306
3,810,923
$
December31,2022
1,137,583
$ 3,537
275,106
210,682
948,327
612,444
440,272
63,484
51,133
17,952
859,234
4,619,754
$

238

- (17) Long term borrowings

Long-term borrowings
Borrowing period and
Type of borrowings repayment term December31,2023
Bank borrowings
Unsecured borrowings Before September 15, 2025 $ 533,126
Unsecured borrowings Before May 15, 2026 200,261
Unsecured borrowings Before September 15, 2025 610,225
Unsecured borrowings Before November 15, 2025 501,216
Unsecured borrowings Before September 15, 2025 350,000
Unsecured borrowings Before September 15, 2025 467,996
Unsecured borrowings Before February 15, 2026 543,286
Unsecured borrowings Before April 15, 2027 150,000
Secured borrowings Before June 30, 2029 200,000
Secured borrowings Before June 12, 2028 67,500
Secured borrowings Before March 15, 2028 100,000
3,723,610
Less: Current portion of long-term borrowings ( 1,789,423)
$ 1,934,187
Interest rate range 0.8%~1.78%
Borrowing period and
Type of borrowings repayment term December31,2022
Bank borrowings
Unsecured borrowings Before September 15, 2025 $ 658,440
Unsecured borrowings Before May 15, 2026 135,900
Unsecured borrowings Before September 15, 2025 592,800
Unsecured borrowings Before November 15, 2025 544,800
Unsecured borrowings Before September 15, 2025 400,000
Unsecured borrowings Before September 15, 2025 507,500
Unsecured borrowings Before November 5, 2024 173,334
Unsecured borrowings Before February 15, 2026 455,242
Unsecured borrowings Before September 15, 2025 200,000
Unsecured borrowings Before April 15, 2027 150,000
Unsecured borrowings Before February 15, 2026 50,000
Secured borrowings Before June 15, 2026 150,000
Secured borrowings Before March 15, 2028 100,000
4,118,016
Less: Current portion of long-term borrowings ( 426,518)
$ 3,691,498
Interest rate range 0.68%~1.91%

Interest rate range

Pursuant to the bank loan agreements with KGI Bank and Mega Bank, the Company and its subsidiaries should meet certain financial covenants which are calculated based on each of their annual audited consolidated financial statements or semi-annual reviewed consolidated financial statements. The Company and its subsidiaries agreed to maintain the current ratio, debt ratio, debt

239

service coverage ratio and net tangible assets as defined in financial covenants.

(18) Pensions

  • A. (a) The Company and its domestic subsidiaries have defined benefit pension plans in accordance with the Labor Standards Law, covering all regular employees for services provided prior to July 1, 2005, and employees who choose to remain in the defined benefit pension plan subsequent to the enforcement of the Labor Pension Act on July 1, 2005. Under the defined benefit pension plan, employees are entitled to two base points for every year of service for the first 15 years and one base point for each additional year thereafter, up to a maximum of 45 base points. The pension payment to employees is computed based on years of service and average salaries or wages of the last nine months prior to approved retirement. The Company contributes an amount equal to 2% of salaries and wages paid each month to a pension fund. The pension fund is administered by a pension fund monitoring committee and deposited under the Committee’s name in the Bank of Taiwan.

    • Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Company will make contributions to cover the deficit by next March.
  • (b) The amounts recognised in the balance sheet are as follows:

December 31, 2023 December 31,2022
Present value of defined benefit obligations 372,280)
($
($ 380,754)
Fair value of plan assets 412,521 401,674
Net defined benefit liability 40,241
$
$ 20,920

240

(c) Movements in net defined benefit liabilities are as follows:

Movements in net defined benefit liabilities are as follows:
Present value of
defined benefit
obligations
At January 1
380,754)
($ Current service cost
997)
(
Interest (expense) income
5,295)
(
Past service cost
2,033
Benefits payments
-
Settlements payments
-
385,013)
(
Remeasurements:
Return on plan assets
(excluding amounts included in interest
income or expense)
-
Change in demographic assumptions
73)
(
Change in financial assumptions
2,237)
(
Experience adjustments
6,903
Liquidation gain
8,140
12,733
Pension fund contribution
-
Paid pension
-
Settlement returns to the company
-
At December 31
372,280)
($
Fair value of
plan
assets
2023
Net defined
benefitliability
401,674
$ -
5,637
-
2,033)
(
6,143)
(
399,135
2,866
-
-
-
469)
(
2,397
10,989
-
-
412,521
$
20,920
$ 997)
(
342
2,033
2,033)
(
6,143)
(
14,122
2,866
73)
(
2,237)
(
6,903
7,671
15,130
10,989
-
-
40,241
$

241

Present value of
defined benefit
obligations
At January 1
410,316)
($ Current service cost
841)
(
Interest (expense) income
2,991)
(
Benefits payments
117
414,031)
(
Remeasurements:
Return on plan assets
(excluding amounts included in interest
income or expense)
-
Change in demographic assumptions
151)
(
Change in financial assumptions
12,388)
(
Experience adjustments
27,112
Liquidation gain
16,527
31,100
Pension fund contribution
-
Paid pension
2,177
Settlement returns to the company
-
At December 31
380,754)
($
Fair value of
plan
assets
2022
Net defined
benefit liability
362,088
$ -
2,745
117)
(
364,716
27,692
-
-
-
9,349)
(
18,343
19,178
-
563)
(
401,674
$
48,228)
($ 841)
(
246)
(
-
49,315)
(
27,692
151)
(
12,388)
(
27,112
7,178
49,443
19,178
2,177
563)
(
20,920
$

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

242

(e) The principal actuarial assumptions used were as follows:

Year ended Year ended
December31,2023 December31,2022
Discount rate 1.25%~1.35% 1.35%~1.40%
Future salary increases 2.00%~3.00% 2.00%~4.00%
The assumptions about future mortality experience in 2023 and 2022 are set based on
actuarial advice in sixth empirical life tables of the life insurance industry in Taiwan,
respectively.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

==> picture [448 x 125] intentionally omitted <==

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2024 amount to $10,193.

  • (g) As of December 31, 2023, the weighted average duration of the retirement plan is 11 years.

  • B. (a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) The Group’s mainland China subsidiaries have funded defined contribution plans. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on a certain percentage stipulated by the government. Other than the monthly contributions, the Group does not have further obligations.

  • (c) The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2023 and 2022 were $408,173 and $367,051, respectively.

243

(19) Share-based payment

A. Restricted stocks to employees.

  • (a) For the year ended December 31, 2023, the Group’s restricted stocks to employees arrangement was as follows:

Quantity granted Contract Vesting Type of arrangement Grant date (thousand shares) period condition Restricted stocks to employees 2019.3.20 8,500 3 years Note 2 (Note 1) (Note 3)

  • Note 1: The remaining shares of Lextar in the original plan were converted to the shares of the Company in accordance with the exchange rate on the reference date of the merger.

  • Note 2: The employees could vest 30%, 30% and 40% of the restricted stock, respectively, if they continue to provide service to Lextar for the first year, second year and third year. However, the actual granted units should consider the situation of Lextar’s operating results and employees’ performance.

Note 3: All were vested or eliminated in March 2022.

  • (b) Details of the share-based payment arrangements are as follows (expressed in thousand of shares):
shares):
2022
Outstanding at January 1 3,400
Vested in the period ( 1,700)
Expired ( 1,700)
Outstanding at December 31 -
Exercisable at December 31 (Note) -

Note: Transferred into 935 thousand shares of the Company using the exchange ratio of 0.275. (c) The fair value of stock options relevant information is as follows (expressed in NTD):

Type ofarrangement
Grant date
Restricted stocks to employees
2019.3.20
Stockprice
Exercise
price
$ 18
-
$
Fair value per
unit
18
$

244

B. Employee stock options:

  • (a) For the year ended December 31, 2023, the share-based payment arrangements are as follows:

==> picture [445 x 31] intentionally omitted <==

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

Quantity granted
Type of arrangement Grant date (thousand shares) Vesting conditions
----- End of picture text -----

Type ofarrangement Grant date Quantity granted
(thousand shares)
Vesting conditions
Employee stock option- 2010.08.01 1,500 Note 1
United LED Corporation
(Hong Kong) Limited
Employee stock option- 2022.05.06 9,518 Note 2
Unikorn Semiconductor
Corporation
Employee stock option- 2023.04.27 1,482 Note 2
Unikorn Semiconductor
Corporation
Employee stock option- 2022.08.10 3,000 Note 3
Hexawave, Inc.
Employee stock option- 2023.04.25 500 Note 3
Hexawave, Inc.
  • Note 1: 30% upon completion of 1 year’s service; 60% upon completion of 2 years’ service; 100% upon completion of 3 years’ service.

  • Note 2: For 1 and 2 years from the date of issuance of stock options, the employees could exercise the stock options of 50% and 50% of the shares, respectively, which was based on the employees’ individual performance indicators.

  • Note 3: Employees were able to exercise 30%, 30% and 40% of their stock options after 1 year, 2 years and 3 years from the grant date, respectively.

  • (b) Details of the share-based payment arrangements are as follows:

Options outstanding from
beginning to the end of
the period -
United LED Corporation
(Hong Kong) Limited
Options exercisable at end
of the period -
United LED Corporation
(Hong Kong) Limited
No.of shares
Weighted-average
exercise price
(in thousands)
(inUSdollars)
1,049
0.0001
$ 1,049
0.0001
2023
No.of shares
Weighted-average
exercise price
(in thousands)
(inUSdollars)
1,049
0.0001
$ 1,049
0.0001
2022
No.of shares

(in thousands)
1,049
1,049
No.of shares

(in thousands)
1,049
1,049

245

(20) C. Expenses incurred on share-based payment transactions are shown below:
Long-term deferred revenue (shown under“Other non-current liabilities”)
No.of shares
Weighted-average
exercise price
No.of shares
Weighted-average
exercise price
(in thousands)
(in NTD)
(in thousands)
(in NTD)
Options outstanding from
beginning of the period -
Unikorn Semiconductor
Corporation
9,136
5
$ -
Options granted -
Unikorn Semiconductor
Corporation
1,482
5
9,518
5
$ Options exercised -
Unikorn Semiconductor
Corporation
4,085)
(
5
-
Options forfeited -
Unikorn Semiconductor
Corporation
845)
(
5
382)
(
5
Options outstanding at end of the
period - Unikorn Semiconductor
Corporation
5,688
5
9,136
5
Options exercisable at end of the
period - Unikorn Semiconductor
Corporation
358
5
-
2023
2022
No.of shares
Weighted-average
exercise price
No.of shares
Weighted-average
exercise price
(in thousands)
(in NTD)
(in thousands)
(in NTD )
Options outstanding from
beginning of the period -
Hexawave, Inc.
3,000
10
$ -
Options granted - Hexawave, Inc.
500
10
3,000
10
$ Options exercised - Hexawave, Inc.
366)
(
10
-
Options outstanding at end of the
period - Hexawave, Inc.
3,134
10
3,000
10
Options exercisable at end of the
period - Hexawave, Inc.
534
10
-
2023
2022
Year ended
Year ended
December31,2023
December31,2022
Equity-settled
3,003
$ 24,091)
($ December31,2023
December31,2022
Deferred government grants revenue
162,246
$ 167,229
$ Deferred technical services revenue
6,576
7,926
168,822
$ 175,155
$

Deferred government grants revenue
Deferred technical services revenue

The Company and subsidiaries obtained government grants for acquisitions of equipment, technology investments and research projects and recognized such grants as revenue over the

246

economic lives of those assets. Government grants revenue recognized for the years ended December 31, 2023 and 2022 were $90,690 and $151,147 (shown under “Other income and expenses-net” and “Other revenue”), respectively.

  • (21) Share capital

  • A. As of December 31, 2023, the Company’s authorized capital was $15,000,000, consisting of 1,500,000 thousand shares of ordinary stock (including 50,000 thousand shares reserved for employee stock options), and the paid-in capital was $7,547,840 with a par value of $10 (in dollars) per share.

Movements of the Company’s outstanding ordinary shares are as follows (expressed in thousands of shares):

At January 1
Issuance of ordinary shares - private placement
Expiration of restricted employee stock
At December 31
2023
2022
751,658
682,125
-
70,000
-
467)
(
751,658
751,658
  • B. The stockholders at their annual stockholders’ meeting on May 31, 2022 adopted a resolution to raise additional cash through private placement with the effective date set on July 8, 2022, which will be used for capital expenditure of constructing/building a 6-inch wafer plant for Micro LEDs and purchasing the equipment related to epitaxy and LED chips, etc. The resolution led to the issuance of 70,000 thousand shares of ordinary shares at a price of NT$51.82 per share for a total amount of $3,627,400 through private placement and had been registered. Pursuant to the Securities and Exchange Act of the ROC, the common shares raised through the private placement are subject to certain transfer restrictions and cannot be listed on the stock exchange until three years after they have been issued and have applied for retroactive handling of public issuance procedures. Other than these restrictions, the rights and obligations of the ordinary shares raised through the private placement are the same as other issued common shares.

  • C. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

(Unit: share in thousands/ dollars in thousands) 2023

Reason for reacquisition
Held by subsidiaries
Redemption of shares held by
objecting shareholders
Reason for reacquisition
Held by subsidiaries
Redemption of shares held by
objecting shareholders
AtJanuary1
1,282
1,844
Increase
-
-
Decrease
At December31
-
1,282
(
1,844)
-
2022
Bookvalue
135,163
$ -
AtJanuary1
1,282
1,844
Increase
-
-
Decrease
At December31
-
1,282
-
1,844
Bookvalue
135,163
$ 159,647
  • (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

247

  • (d) Pursuant to the rules governing share repurchase by the Group, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

  • D. Information of the Company’s shares held by subsidiaries is as follows:

December31,2023 December31,2023 December 31, 2022
Lighting Investment Corporation 1,282thousand shares 1,282 thousand shares
Book value $ 135,163 135,163
$
Fair value $ 59,374 57,386
$
Epistar Corporation - 1,844thousand shares
Book value $ - 159,647
$
Fair value $ - 82,497
$

(22) Capital surplus

Pursuant to the Company Act, capital surplus, including additional paid-in capital in excess of par and donation, shall be exclusively used to cover accumulated deficit or to issue new stock or cash to shareholders in proportion to their ownership when the Company has no accumulated deficit. However, pursuant to the R.O.C. Securities and Exchange Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stock and donations can be capitalized once a year, provided that the Company has no accumulated deficit and the amount to be capitalized does not exceed 10% of the paid-in capital.

Changes in ownership Changes in ownership Change in net equity of Change in net equity of
interests in subsidiaries associates and joint
Treasury share accounted for using ventures accounted for
Sharepremium transactions equitymethod usingequitymethod
At January 1, 2023 $ 45,877,291
$ 114,876 $ 275,200 $ 154,297
Decrease in treasury shares ( 112,052) ( 29,160) - -
Change in equity of
associates and joint ventures
accounted for using equity
method - - - 59,445
Difference between
consideration and carrying
amount of subsidiaries
acquired and disposed - - 19,564 -
Changes in ownership
interests in subsidiaries
accounted for using
equity method - 1,037 86,511 -
Employee stock ownership
trust cancellation return - 51 - -
At December 31, 2023 $ 45,765,239 $ 86,804 $ 381,275 $ 213,742

248

At January 1, 2022
Issuance of new shares
-private placement
Change in equity of
associates and joint ventures
accounted for using equity
method
Difference between
consideration and carrying
amount of subsidiaries
acquired and disposed
Changes in ownership
interests in subsidiaries
accounted for using
equity method
Expiration of restricted
employee stock
At December 31, 2022
Treasury share
Changes in ownership
interests in subsidiaries
accounted for using
Sharepremium
transactions
equitymethod
42,894,615
$ 115,823
$ 770,537
$ 2,927,400
-
-
-
-
-
7,754
-
195,791)
(
42,848
947)
(
299,546)
(
4,674
-
-
45,877,291
$ 114,876
$ 275,200
$
Change in net equity
of associates and
joint ventures
accounted for
usingequitymethod
49,663
$ -
104,634
-
-
-
154,297
$

(23) Retained earnings

  • A. In accordance with the Company’s Articles of Incorporation, 10% of current year’s earnings, after paying all taxes and dues and covering prior years’ losses, shall be appropriated as legal reserve until the total equals the issued share capital. Special reserve shall be appropriated or reversed when needed. The remaining earnings along with the prior years’ accumulated unappropriated earnings are considered as distributable earnings, and shall be distributed by the Board of Directors. When issuing new shares, the distribution shall be submitted through a resolution at the shareholders’ meeting. If the distribution is in cash, it shall be resolved by the Board of Directors. The distribution shall be based on the proportion of shares held by each shareholder.

  • B. The Company appropriates earnings based on the factors such as current and future investment environment, capital needs, domestic and overseas competition and capital budget, along with the consideration of shareholders’ interest and capital adequacy. The appropriation of cash dividends shall not be lower than 10% of the total dividend appropriated to shareholders.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the special reserve is reversed accordingly and could be included in the distributable earnings.

  • E. The appropriations of 2023 loss and dividends had been proposed by the Board of Directors on February 23, 2024.It was decided to offset the loss with capital surplus and distribute cash dividends of 677,646 (0.9 dollar per share).

249

  • F. The appropriations of 2022 earnings had been approved in the shareholders’ meeting on May 31, 2023, and decided not to distribute cash dividends.

  • G. The appropriations of 2021 earnings approved in the shareholders’ meeting on May 31, 2022 are as follows:

as follows:
2021
Dividends per share
Amount (in dollars)
Legal reserve appropriated $ 216,945
Special reserve appropriated $ 290,598
Cash dividends distributed $ 1,365,881 $ 2

The abovemetioned distribution of earnings for the year of 2021 was in agreement with those amounts proposed by the Board of Directions on Febraury 24,2022.

(24) Other equity items

(25) Operating revenue
Currencytranslation
Unrealizedgain or loss
Total
At January 1
36,083
$ 38,927
$ 75,010
$ Revaluation - gross
-
25,484
25,484
Revaluation - tax
-
41,149)
(
41,149)
(
Disposal of investments in equity
instruments designated at fair value
through other comprehensive income
-
161,188
161,188
Currency translation
–Group
251,091)
(
-
251,091)
(
–Tax on Group
6,262
-
6,262
At December 31
208,746)
($ 184,450
$ 24,296)
($ 2023
Currencytranslation
Unrealizedgain or loss
Total
At January 1
406,535)
($ 170,992
$ 235,543)
($ Revaluation - gross
-
256,584)
(
256,584)
(
Revaluation - tax
-
36,134)
(
36,134)
(
Difference on carrying amounts of
subsidiaries acquired and disposed
3
-
3
Disposal of investments in equity
instruments designated at fair value
through other comprehensive income
-
160,653
160,653
Currency translation
–Group
443,043
-
443,043
–Tax on Group
428)
(
-
428)
(
At December 31
36,083
$ 38,927
$ 75,010
$ 2022
Year ended
Year ended
December31,2023
December31,2022
Revenue from contracts with customers:
Sales revenue
22,066,035
$ 28,660,443
$ Services revenue
109,643
95,467
Other operating revenue
130,002
122,340
22,305,680
$ 28,878,250
$

250

Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods and services at a point in time in the following major product lines and geographical regions:

Other income and expenses–net
Interest income
Other income
Year ended
December31,2023
Epi/Chip
Sales revenue
14,556,865
$ Services revenue
-
Other operating revenue
-
Year ended
December 31, 2022
Epi/Chip
Sales revenue
20,965,987
$ Services revenue
-
Other operating revenue
-
Other income
Royalty income
Government grants revenue
Total
Interest income from bank deposits
Other interest income
Rental income
Dividend income
Government grant revenues
Other income-other
Packages/
Modules
Other
Total
6,674,594
$ 834,576
$ 22,066,035
$ -
109,643
109,643
-
130,002
130,002
22,305,680
$ Packages/
Modules
Other
Total
6,977,759
$ 716,697
$ 28,660,443
$ -
95,467
95,467
-
122,340
122,340
28,878,250
$ Year ended
Year ended
December31,2023
December 31, 2022
7,330)
($ 13,977
$ 37,636
72,723
30,306
$ 86,700
$ Year ended
Year ended
December31,2023
December31,2022
233,729
$ 97,173
$ 5,850
7,427
239,579
$ 104,600
$ Year ended
Year ended
December31,2023
December31,2022
206,339
$ 212,932
$ 43,497
44,296
53,054
78,424
224,270
179,857
527,160
$ 515,509
$
Packages/
Modules
Other
Total
6,674,594
$ 834,576
$ 22,066,035
$ -
109,643
109,643
-
130,002
130,002
22,305,680
$ Packages/
Modules
Other
Total
6,977,759
$ 716,697
$ 28,660,443
$ -
95,467
95,467
-
122,340
122,340
28,878,250
$ Year ended
Year ended
December31,2023
December 31, 2022
7,330)
($ 13,977
$ 37,636
72,723
30,306
$ 86,700
$ Year ended
Year ended
December31,2023
December31,2022
233,729
$ 97,173
$ 5,850
7,427
239,579
$ 104,600
$ Year ended
Year ended
December31,2023
December31,2022
206,339
$ 212,932
$ 43,497
44,296
53,054
78,424
224,270
179,857
527,160
$ 515,509
$
Total
22,066,035
$ 109,643
130,002
22,305,680
$
Total
28,660,443
$ 95,467
122,340
28,878,250
$
13,977
$ 72,723
86,700
$
Year ended
December31,2022
97,173
$ 7,427
104,600
$
Year ended
December31,2022
212,932
$ 44,296
78,424
179,857
515,509
$

(26) Other income and expenses– net

(27) Interest income

(28) Other income

251

(29) Other gains and losses

Other gains and losses
Year ended Year ended
December31,2023 December31,2022
Gain on disposal of property, plant and $ 164,017 $ 42,014
equipment
Gain (loss) on disposal of intangible assets 74,594 ( 2,932)
Gain on disposal of investments 31,717 72,090
Profit from lease modification 915 -
Net currency exchange (loss) gain ( 46,301) 526,415
Net income (loss) on financial assets at fair value
through profit or loss 16,196 ( 285,929)
Impairment loss on property, plant and equipment ( 333,374) ( 13,312)
Impairment loss on intangible assets ( 3,142,334) -
Impairment loss on financial assets ( 2,500)
-
Miscellaneous losses ( 167,224) ( 121,331)
($ 3,404,294) $ 217,015

(30) Finance costs

Finance costs
Expenses by nature
Interest expense
Other interest expense
Employee benefit expenses
Depreciation (Note)
Amortisation charges on intangible assets
Year ended
December31,2023
116,700
$ 75,244
191,944
$ Year ended
December31,2023
7,764,975
$ 4,594,692
$ 245,742
$
Year ended
December31,2022
67,037
$ 64,565
131,602
$
Year ended
December31,2022
7,808,368
$
4,952,508
$
257,757
$

(31) Expenses by nature

Note: Depreciation amounting to $57,403 and $102,232 were recognized as miscellaneous expenses for the years ended December 31, 2023 and 2022, respectively.

(32) Employee benefit expenses

for the years ended December 31, 2023 and 2022,
Employee benefit expenses
respectively.
Wages and salaries
Labor and health insurance expenses
Pension costs
Other personnel expenses
Year ended
December31,2023
6,464,440
$ 489,357
407,979
403,199
7,764,975
$
Year ended
December31,2022
6,540,144
$ 489,163
376,519
402,542
7,808,368
$

A. According to the Articles of Incorporation of the Company, the Company shall distribute employees’ compensation and directors’ remuneration based on 0.1%~15% and no higher than 2% of the distributable profit of the current year, respectively. If the Company has accumulated deficit, earnings should be reserved to cover losses.

252

  • B. For the year ended December 31, 2023, the employees’ compensation and directors’ remuneration was not estimated, because the Company incurred a loss during this period. For the year ended December 31, 2022, the employees’ compensation was accrued at $3,952 and the directors’ remuneration was accrued at $790, respectively.

  • C. The company had been approved by the Board of Directors on February 23, 2023, not to distribute directors' remuneration for 2022. The difference of $790 between the director's remuneration account and the proposed distribution amount has been listed as profit and loss for 2023.

  • D. Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (33) Income tax

  • A. Income tax expense

    • (a) Components of income tax (benefit) expense :
the website of the Taiwan Stock Exchange.
ome tax
Income tax expense
(a) Components of income tax (benefit) expense :
Year ended Year ended
December31,2023 December 31, 2022
Current tax:
Current tax on profits for the year $ 44,446 $ 248,706
Tax withheld at source from foreign income 1,382 -
Prior year income tax (overestimation)
underestimation ( 3,708) 17,514
Tax on undistributed surplus earnings 1,626 14,801
Total current tax 43,746 281,021
Deferred tax:
Origination and reversal of temporary
differences ( 106,013) 18,582
Origination and reversal of loss deductible
income tax - ( 216,688)
Total deferred tax ( 106,013) ( 198,106)
Income tax (benefit) expense ($ 62,267) $ 82,915
(b) The income tax relating to components of other comprehensive loss (income) is as follows:
Year ended Year ended
December31,2023 December31,2022
Change in fair value of financial assets $ 40,722
$ 36,629
at fair value through other comprehensive
income
Currency translation differences ( 1,725) 168
Share of other comprehensive income of
associates ( 4,110) ( 235)
Remeasurement of defined benefit obligations 1,437 3,855
Total $ 36,324 $ 40,417

253

B. Reconciliation between income tax expense and accounting profit

Year ended Year ended
December31,2023 December31,2022
Tax calculated based on profit before tax ($ 2,916,475)
$ 74,208
and statutory tax rate
Tax withheld at source from foreign income 1,383 -
Expenses disallowed and tax exempt income by tax 2,039,220 59,227
regulation
Temporary differences not recognised as deferred 300,627 ( 19,509)
tax assets
Change in assessment of realisation of deferred ( 99,988) 18,582
tax assets
Effect from taxable loss 615,048 ( 81,908)
Prior year income tax (overestimation) ( 3,708)
17,514
underestimation
Tax on undistributed surplus earnings 1,626 14,801
Income tax expense ($ 62,267) $ 82,915

254

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences, tax losses and investment tax credits are as follows:
Deferred tax assets:
-Temporary differences:
Unrealized loss on inventory
Unrealized exchange loss
Unrealized sales returns
and discounts
Allowance overrun
Unrealized loss of sales
Investment loss under
equity method
Loss on valuation of
financial assets
Impairment loss for
financial assets
Deferred revenue
Currency translation
differences
Unrealized pension
Others
Tax losses
Subtotal
Deferred tax liabilities:
Property, plant and equipment
Unrealized exchange gain
Unrealized sales returns and
discounts
Unrealized gross profit of
sales
Investment gain under
equity method
Gain on valuation of
financial assets
Currency translation
differences
Others
Subtotal
Total
2023
January1 Recognised in
profit or loss
Recognised in
other
comprehensive
income
Translation
differences
December31
148,660
$ 18,133
15,465
1,049
2,391
22,894
-
4,099
45,327
-
13,681
79,933
1,365,786
1,717,418
183,329)
(
1,919)
(
1,659)
(
8,343)
(
1,781)
(
175,766)
(
6,036)
(
42,439)
(
421,272)
(
1,296,146
$
7,294
$ 10,150
20,759
6
13
13,600
124)
(
-
1,924)
(
-
1,732)
(
43,709
2
91,753
14,495
1,951)
(
3,464)
(
2,218
1,184
352
-
1,428
14,262
106,015
$
-
$ -
-
-
-
-
21,552
-
-
142
1,437)
(
-
-
20,257
-
-
-
-
-
62,275)
(
6,036
-
56,239)
(
35,982)
($
325)
($ -
-
(19)
-
-
-
-
613)
(
-
-
(363)
(767)
2,087)
(
-
-
-
-
-
-
-
308
308
1,779)
($
155,629
$ 28,283
36,224
1,036
2,404
36,494
21,428
4,099
42,790
142
10,512
123,279
1,365,021
1,827,341
168,834)
(
3,870)
(
5,123)
(
6,125)
(
597)
(
237,689)
(
-
40,703)
(
462,941)
(
1,364,400
$

255

2022

2022
Deferred tax assets:
-Temporary differences:
Unrealized loss on inventory
Unrealized exchange loss
Unrealized sales returns
and discounts
Investment loss under
equity method
Loss on valuation of
financial assets
Deferred revenue
Unrealized pension
Others
Tax losses
Subtotal
Deferred tax liabilities:
Property, plant and equipment
Gain on valuation of
financial assets
Others
Subtotal
Total
January1 Recognised in
profit or loss
Recognised in other
comprehensive
income
December31
111,708
$ 204)
(
17,782
784
20,025
43,221
19,575
135,936
1,436,426
1,785,253
212,321)
(
159,054)
(
57,963)
(
429,338)
(
1,355,915
$
36,952
$ 18,337
2,317)
(
22,110
-
2,106
2,039)
(
48,381)
(
70,640)
(
43,872)
(
28,992
-
2,195)
(
26,797
17,075)
($
-
$ -
-
-
20,025)
(
-
3,855)
(
83)
(
-
23,963)
(
-
16,712)
(
2,019)
(
18,731)
(
42,694)
($
148,660
$ 18,133
15,465
22,894
-
45,327
13,681
87,472
1,365,786
1,717,418
183,329)
(
175,766)
(
62,177)
(
421,272)
(
1,296,146
$

256

  • D. Details of the amount the Group is entitled as investment tax credit and unrecognised deferred tax assets are as follows:

Unutilized investment tax credit from the Subsidiary is as follows:

December 31, 2023

==> picture [462 x 48] intentionally omitted <==

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

Unrecognised
Unused tax deferred tax
Qualifying items credits assets Expiry year
----- End of picture text -----

Qualifyingitems
Unused tax
credits
December 31,2023
Qualifyingitems
Unused tax
credits
December 31,2023
Unrecognised
deferred tax
assets
Expiry year
Investment tax credits for
industrial innovation
(research and development)
727,388
$ Investment tax credits for
industrial innovation
(research and development)
693,843
Investment tax credits for
industrial innovation
(intelligent machinery and 5G)
726,601
Investment tax credits for
industrial innovation
(intelligent machinery and 5G)
561,364
December 31,2022
727,388
$ 693,843
726,601
561,364
2023
2024
2023
2024
Qualifyingitems Unused tax
credits
Unrecognised
deferred tax
assets
Expiry year
Investment tax credits for
industrial innovation
(research and development)
Investment tax credits for
industrial innovation
(research and development)
Investment tax credits for
industrial innovation
(intelligent machinery and 5G)
Investment tax credits for
industrial innovation
(intelligent machinery and 5G)
637,989
$ 607,539
1,000,000
727,411
637,989
$ 607,539
1,000,000
727,411
2022
2023
2022
2023

E. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

Unutilized tax loss from the Company is as follows None.

257

Unutilized tax loss from the Subsidiary is as follows: December 31, 2023

December 31,2023
Year incurred Amount filed/
assessed
Unused amount
Assessed
8,487
$ Assessed
1,878,146
Assessed
1,059,174
Assessed
3,560,309
Assessed
565,995
Assessed
558,245
Amount filed
406,796
Assessed
4,081,456
Amount filed
386,965
Assessed
4,986,666
Amount filed
53,146
Amount filed
1,227,120
Assessed
1,082,905
Amount filed
2,342,765
Assessed
42
Amount filed
101,579
Amount filed
866,954
December 31,2022
Unrecognised
deferred taxassets
Expiry year
2013
2014
2015
2016
2017
2018
2019
2019
2020
2020
2021
2022
2021
2023
2022
2022
2023
8,487
$ 1,878,146
1,059,174
3,560,309
565,995
558,245
406,796
2,734,356
223,129
1,877,602
53,146
1,227,120
1,082,905
-
42
101,579
866,954
2023
2024
2025
2026
2027
2028
2024
2029
2025
2030
2026
2032
2031
2033
2032
2027
2033
Year incurred Amount filed/
assessed
Unused amount
Assessed
79,718
$ Assessed
8,487
Assessed
2,035,867
Assessed
1,059,174
Assessed
3,560,309
Assessed
670,675
Assessed
558,507
Amount filed
699,349
Assessed
4,103,745
Amount filed
389,475
Amount filed
5,010
Assessed
4,986,357
Amount filed
74,491
Amount filed
1,117,083
Unrecognised
deferred taxassets
Expiry year
2012
2013
2014
2015
2016
2017
2018
2019
2019
2020
2020
2020
2021
2021
79,718
$ 8,487
2,035,867
1,059,174
3,560,309
670,675
347,618
531,925
600,859
389,475
5,010
1,877,293
74,491
1,117,083
2022
2023
2024
2025
2026
2027
2028
2024
2029
2025
2030
2030
2026
2031
  • F. As of December 31, 2023 and 2022, the amounts of deductible temporary difference that are not recognised as deferred tax assets were ($1,574,772) and $97,543, respectively.

G. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority. Income tax returns of the Company’s significant subsidiaries, Epistar and Lextar through 2021 have been assessed and approved by the Tax Authority, respectively.

258

(34) (Loss) earnings per share

(35) Supplemental cash flow information
A. Investing activities with partial cash payments
Weighted average
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
Basic loss and diluted loss per share
Loss attributable to ordinary shareholders of
the parent
6,782,678)
($ 751,658
9.02)
($ Weighted average
number of outstanding
ordinary shares
Earnings per share
Amount after tax
(share in thousands)
(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders of
the parent
38,024
$ 715,603
0.05
$ Diluted earnings per share
Profit attributable to ordinary shareholders of
the parent
38,024
$ 715,603
Assumed conversion of all dilutive potential
ordinary shares
Employees' compensation
-
496
Profit attributable to ordinary shareholders of
the parent plus assumed conversion of all
dilutive potential ordinary shares
38,024
$ 716,099
0.05
$ Year ended December31,2022
Year ended December 31,2023
Year ended
Year ended
December31,2023
December31,2022
Purchase of property, plant and equipment
2,193,240
$ 3,617,433
$ Add: Opening balance of payable
on equipment
948,327
1,210,113
Less: Ending balance of payable
on equipment
683,775)
(
948,327)
(
Less: Net cash changes of prepayment
for equipment
423,957)
(
441,011
Cash paid during the year
2,033,835
$ 4,320,230
$

259

Year Year ended Year Year Year ended
December31,2023 December31,2022
Purchase of intangible assets $ 133,270 $ 217,720
Add: Opening balance of payables
(including non-current portion) 92,418 4,898
Less: Ending balance of payables
(including non-current portion) ( 51,527) ( 92,418)
Cash paid during the year $ 174,161 $ 130,200
B. Investing activities with partial cash received
Year ended Year ended
December31,2023 December31,2022
Sale of property, plant and equipment $ 182,759 $ 387,627
Add: Opening balance of receivables 48 2,013
Less: Ending balance of receivables ( 32)
( 48)
Cash collected during the year $ 182,775 $ 389,592
C. Cash received from disposal of ownership interests in subsidiaries and associates
Year ended Year ended
December31,2023 December31,2022
Disposal proceeds $ 955 $ 177,532
Add: Opening balance of receivables 89,432 -
Less: Ending balance of receivables - ( 89,432)
Net cash provided by disposal of subsidiaries and
associates $ 90,387 $ 88,100
Changes in liabilities from financing activities
Liabilities
Short-term Guarantee from financing
Short-term notes and bills Long-term Lease deposits activities
borrowing payable borrowing liabilities received gross
At January 1, 2023 1,203,495
$
$ 775,294
$ 4,118,016
$ 1,585,187
$ 51,217
$ 7,733,209
Changes in cash flow from
financing activities ( 527,091)
296,208 ( 394,406) ( 117,879) ( 24,676) ( 767,844)
Effect of interest - - - 21,156 - 21,156
Changes in other non-cash items 84,227 240,400 - 17,008 - 341,635
Impact of changes in
foreign exchange rate ( 13,495)
( 16,762) - ( 2,188) ( 138)
( 32,583)
At December 31, 2023 747,136
$
$ 1,295,140 $ 3,723,610 $ 1,503,284
$ 26,403 $ 7,295,573
Liabilities
Short-term Guarantee from financing
Short-term notes and bills Long-term Lease deposits activities
borrowing payable borrowing liabilities received gross
At January 1, 2022 3,479,177
$
$ 877,011
$ 4,139,165
$ 1,557,129
$ 157,282
$ 10,209,764
Changes in cash flow from
financing activities 2,295,709)
(
( 112,938) ( 21,149) ( 127,584) ( 108,264)
( 2,665,644)
Effect of interest - - - 21,409 - 21,409
Changes in other non-cash items - - - 136,645 - 136,645
Impact of changes in
foreign exchange rate 20,027 11,221 - ( 2,412)
2,199 31,035
At December 31, 2022 1,203,495
$
$ 775,294 $ 4,118,016 $ 1,585,187 $ 51,217 $ 7,733,209

(36) Changes in liabilities from financing activities

260

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

LATED PARTY TRANSACTIONS
Names of related parties and relationship
Names of relatedparties Relationship with theGroup
LEDAZ Co., Ltd.
LEADSTAR Micro-Crystal Display Corporation
(Jiangsu) Ltd.
WellyWave Semiconductors Inc.
Changzhou Chemsemi Co., Ltd.
Joint Power Exponent, Ltd.
iReach Corporation
Chuzhou Bwin Technology Corp.
Tyntek Corporation
D-Tech Optoelectronics, Inc.
Global Communication Semiconductors, LLC
Seoul Semiconductor Co., Ltd.
AUO (Kunshan) Co., Ltd.
AUO Corporation
AUO (Xiamen) Co., Ltd.
AUO (Suzhou) Co., Ltd.
AUO Digitech Taiwan Inc.
Anhui Intematix Lighting Co., Ltd.
Intermate Co., Ltd. (Suzhou)
PlayNitride Inc.
D-Tech Optoelectronics (Taiwan) Corp.
Bridgelux Optoelectronics (Xiamen) Co., Ltd.
FormoLight Technologies, Inc.
Darwin Precisions Corporation
Darwin Precision (Xiamen) Corporation
AUO Display Plus Corporation
Fortech Electronics (Suzhou) Co., Ltd.
PlayNitride Display Co., Ltd.
Associates
Associates
Associates
Associates
Associates
Associates
Associates (Note 1)
Associates
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties (Note 2)
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties
Other related parties

Note1: Since April, 2023, the relationship with this company changed from a related party to a consolidated company through the Company gaining control over it.

Note2: Since December,2023,KAISTAR Lighting (Xiamen) Co., Ltd. has been renamed Bridgelux Optoelectronics (Xiamen) Co., Ltd.

(2) Significant related party transactions and balances

A. Operating revenue:

gnificant related party transactions and balances
Operating revenue:
Optoelectronics (Xiamen) Co., Ltd.
Other related parties
Associates
Total
Year ended
December31,2023
788,938
$ 637,138
1,426,076
$
Year ended
December31,2022
757,811
$ 594,736
1,352,547
$

261

All product sales prices and payment term have no significant difference between related parties and third parties.

B. Purchases:

and third parties.
Purchases:
Year ended Year ended
December31,2023 December31,2022
Other related parties $ 3,739 $ 5,277
Associates 193,949 324,710
Total $ 197,688 $ 329,987
All product purchases prices and payment term have no significant difference between related
parties and third parties.

C. Receivables from related parties (Notes receivable and accounts receivable):

Other related parties
Associates
Total
December31,2023
273,003
$ 195,604
468,607
$
December31,2022
199,761
$ 236,493
436,254
$

The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest.

D. Other receivables from related parties:

D. unsecured in nature and bear no interest.
Other receivables from related parties:
December31,2023 December 31,2022
Other related parties $ 22,789 $ 24,012
Associates 3,610 111,406
Total $ 26,399 $ 135,418
The other receivables from related parties arise mainly from rent and service.
E. Payables from related parties:
December 31, 2023 December 31,2022
Other related parties $ 579 $ 1,242
Associates 162,330 265,236
Total $ 162,909 $ 266,478

The payables to related parties arise mainly from purchase transactions. The payables bear no interest.

F. Property transactions:

(a) Acquisition of property, plant and equipment:

Other related parties
Associates
Acquisition
proceeds
Accrued
payable
300,548
$ 2,120
$ -
-
300,548
$ 2,120
$ Year ended
December31,2023
Acquisition
proceeds
Accrued
payable
300,548
$ 2,120
$ -
-
300,548
$ 2,120
$ Year ended
December31,2023
Acquisition
proceeds
Accrued
payable
300,548
$ 2,120
$ -
-
300,548
$ 2,120
$ Year ended
December31,2023
Year ended
December31,2022
Acquisition
proceeds
Acquisition
proceeds
Accrued
payable
308,956
$ 4,821
$ 3,602
-
312,558
$ 4,821
$
300,548
$ -
300,548
$
2,120
$ -
2,120
$

262

(b) Disposal of property, plant and equipment:

Year ended Year ended Year ended Year ended
December 31, 2023 December31,2022
Acquisition Gain (loss) on Acquisition Gain (loss) on
proceeds disposal proceeds disposal
Associates 2,089
$
690
$
$ 4,026
676
$
Key management compensation
Year ended Year ended
December 31,2023 December31,2022
Salaries and other short-term employee benefits $ 165,031 $ 229,936
Post-employment benefits 22,437 883
Termination benefits - 1,611
Share-based payment - ( 13,768)
Total $ 187,468 $ 218,662

(3) Key management compensation

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT
COMMITMENTS
Pledgred assets
December31,2023
December31,2022
Purpose
Bank deposits
(shown in "Current financial
assets at amortised cost and
non-current financial assets at
amortised cost")
624,542
$ 478,405
$ Payables for bankers’
acceptance
Time deposits
(Shown in "Current financial
assets at amortised cost,
non-current financial assets at
amortised cost and other
non-current assets")
435,686
331,816
Lease deposit, performance
bond, security for provisional
attachment, customer deposit,
long-term borrowings,
payables for bankers'
acceptances
Notes receivable
526,390
270,620
Payables for bankers’
Land, building and structures
546,693
549,585
Long-term borrowings
Machinery
and office equipment
116,739
286,775
Long-term borrowings and
short-term borrowings
2,250,050
$ 1,917,201
$ Bookvalue

Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:

Property, plant and equipment December31,2023
539,403
$
December31,2022
1,305,258
$

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

In order to revitalize assets and improve the efficiency of the group's asset use, after integrating the group's factory space in Taiwan, the group plans to replace the Zhunan Keyan Road factory building planning with the existing Epistar Corporation’s factory area. Therefore, on January 19, 2024, the board of directors decided to sell it based on the negotiation results between the buyer and the seller. The plant

263

on Keyan Road in Zhunan was sold to Polaris Biopharmaceuticals, Inc.

12. OTHERS

(1) Capital risk management

The Group’s capital management policy is established taking into account the industry characteristics, the Group’s future development and changes in external environments. The Group plans the working capital, capital expenditures, investments and dividends required for the future based on the capital management policy, makes financial analysis, and examines its capital structure periodically and makes appropriate adjustments to ensure that every company within the Group may grow and operate indefinitely.

(2) Financial instruments

A. Financial instruments by category

ow and operate indefinitely.
nancial instruments
Financial instruments by category
Financial assets
Financial assets at fair value
through profit or loss
Financial assets mandatorily
measured at fair value
through profit or loss
Financial assets at fair value
through other comprehensive income
Designation of equity instrument
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
Notes receivable
Notes receivable - due from related parties
Accounts receivable
Accounts receivable - due from related parties
Other receivables
Other receivables - due from related parties
Guarantee deposits paid
December31,2023
202,446
$ 4,198,539
15,563,488
1,156,399
758,666
-
7,672,028
468,607
145,536
26,399
53,731
30,245,839
$
December31,2022
254,073
$ 4,445,317
16,127,132
827,545
1,872,810
10,285
7,544,597
425,969
127,695
135,418
79,650
31,850,491
$

264

December 31, 2023 December 31, 2022

Financial liabilities

Financial liabilities December31,2023 December31,2022
Financial liabilities at fair value
through profit and loss
Financial liabilities held for trading
Financial liabilities at amortisedcost
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Long-term borrowings
(including current portion)
Long-term accounts payable
Guarantee deposits received
Lease liabilities (including
current portion)
2,284
$ 747,136
1,295,140
1,805
2,692,899
162,909
3,810,923
3,723,610
-
26,403
12,463,109
$ 1,503,284
$
2,214
$
1,203,495
775,294
243,332
2,195,394
266,478
4,619,754
4,118,016
41,285
51,217
13,516,479
$
1,585,187
$
  • B. Financial risk management policies

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The purpose of risk management is to minimise potential adverse effects arising from uncertainty on the Group’s financial performance. The Group hedges foreign exchange rate by undertaking forward exchange contracts and exchange rate options; it also undertakes interest rate exchange contracts to convert future variable cash flows into fixed ones. The derivatives undertaken by the Group are used exclusively for hedging purposes and not as trading or speculative instruments.

  • (b) Risk management is carried out by treasury and finance departments of the Group under policies approved by the Board of Directors. Treasury and finance departments of the Group identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD, RMB and JPY. Exchange rate risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. Management has set up a policy to require the Group to manage their foreign exchange risk against their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the Group treasury.

265

iii. The Group’s businesses involve some non-functional currency operations (the functional currency of the Company and certain subsidiaries is NTD while that of other subsidiaries are USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

as follows:
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Non-monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
RMB:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Non-monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
RMB:NTD
December31,2023
Foreign currency
amount
(inthousands)
222,823
$ 264,844
140,991
65,689
146,380
Book value
Exchangerate
(inthousands ofNTD)
30.7050
6,841,780
$ 4.3270
1,145,980
30.7050
4,329,129
30.7050
2,016,981
4.3270
633,386
December31,2022
Book value
(inthousands ofNTD)
Foreign currency
amount
(inthousands)
226,968
$ 380,410
105,940
97,279
184,438
Exchangerate
30.7100
4.4080
30.7100
30.7100
4.4080
Book value
(inthousands ofNTD)
6,970,187
$ 1,676,847
3,253,417
2,987,438
813,003

266

iv. Please refer to the following table for the details of unrealized exchange gain (loss) arising from significant foreign exchange variation on the monetary items held by the Group. Year ended December 31, 2023

==> picture [435 x 455] intentionally omitted <==

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

Unrealized exchange gain (loss)
Foreign currency
amount Book value
(in thousands) Exchange rate (in thousands of NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD $ - 30.7050 ($ 142,730)
RMB:NTD - 4.3270 ( 11,969)
Financial liabilities
Monetary items
USD:NTD - 30.7050 40,245
RMB:NTD - 4.3270 9,647
Year ended December 31, 2022
Unrealized exchange gain (loss)
Foreign currency
amount Book value
(in thousands) Exchange rate (in thousands of NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD $ - 30.7100 ($ 56,987)
RMB:NTD - 4.4080 ( 646)
Financial liabilities
Monetary items
USD:NTD - 30.7100 ( 18,557)
RMB:NTD - 4.4080 ( 904)
JPY:NTD - 0.2324 3,074
----- End of picture text -----

267

  • v. Analysis of foreign currency market risk arising from significant foreign exchange variation:

==> picture [448 x 507] intentionally omitted <==

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

Year ended December 31, 2023
Sensitivity analysis
Effect on profit Effect on other
Degree of variation or loss comprehensive income
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 68,418 $ -
RMB:NTD 1% 11,460 -
Non-monetary items
USD:NTD 1% - 43,291
Financial liabilities
Monetary items
USD:NTD 1% ( 20,170) -
RMB:NTD 1% ( 6,334) -
Year ended December 31, 2022
Sensitivity analysis
Effect on profit Effect on other
Degree of variation or loss comprehensive income
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 69,702 $ -
RMB:NTD 1% 16,768 -
Non-monetary items
USD:NTD 1% - 32,534
Financial liabilities
Monetary items
USD:NTD 1% ( 29,874) -
RMB:NTD 1% ( 8,130) -
Price risk
----- End of picture text -----

i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

ii. The Group’s investments in equity securities comprise shares and open-end funds issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 10% with all other variables held constant, post-tax profit for the years ended December 31, 2023 and 2022 would have increased/decreased by $20,016 and

268

$25,186, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $419,854 and $444,532, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.

Cash flow and interest rate risk

  • i. The Group’s interest rate risk arises from bank deposits and long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group’s borrowings at variable rate were denominated in the USD, RMB and NTD.

  • ii. Based on the simulations performed on sensitivity analysis for interest rate risk, the maximum impact on post-tax profit of a 0.1% shift would be increased/decreased of $11,093 and $10,806 for the years ended December 31, 2023 and 2022, respectively. The simulation is done on a quarterly basis to ensure that the potential maximum loss is within the limit set by the management.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost.

  • ii. The Group adopts the assumptions that the default occurs when the contract payments are overdue for 90 days.

  • iii. The Group adopts the following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • iv.The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • v. The Group classifies customers’ accounts receivable in accordance with credit rating of customer. The Group applies the simplified approach using provision matrix, loss rate methodology to estimate expected credit loss under the provision matrix basis.

  • vi.The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights. As of December 31, 2023 and 2022, the Group’s written-off financial assets that are still under recourse procedures all amounted to $949,859 and $18,623, respectively.

269

vii. The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable and other receivables. As of December 31, 2023 and 2022, the provision matrix, loss rate methodology is as follows:

Up to 30 days Up to 30 days 31~90 days 31~90 days 91~180 days 91~180 days Over 180 days
Notpast due past due past due past due past due Total
December 31, 2023
Expected loss rate 0~5% 0~5% 0~56% 0~100% 0~100%
Total book value $ 8,676,416 $ 350,446 $ 28,390 $ 13,568 89,653
$
$ 9,158,473
Loss allowance $ 55 $ 189 $ 830 $ 2,338 83,825
$
$ 87,237
Up to 30 days 31~90 days 91~180 days Over 180 days
Not past due past due past due past due past due Total
December 31, 2022
Expected loss rate 0%~5% 0%~6% 0%~60% 0%~100% 0%~100%
Total book value $ 9,653,353 $ 281,782 $ 71,497 $ 36,458 1,120,368
$
$ 11,163,458
Loss allowance $ 280 $ 254 $ 2,909 $ 6,131 1,037,110
$
$ 1,046,684
Individualprovision Group provision Total
December 31, 2023
Expected loss rate 100% 0%~100%
Total book value $ 68,089 $ 9,090,384
$
9,158,473
Loss allowance $ 67,978 $ 19,259
$
87,237
December 31, 2022
Expected loss rate 100% 0%~100%
Total book value $ 991,358 $ 10,172,100
$
11,163,458
Loss allowance $ 991,294 $ 55,390
$
1,046,684
vii. Movements in relation to the Group applying the simplified approach to provide loss
allowance for accounts receivable, and other receivables are as follows:
2023 2023
Accounts receivable
(including notes
receivable) Other receivables
At January 1 $ 936,561
$ 110,123
Acquired from business combination 12 -
(Reversal of) provision for impairment ( 25,099) 6,308
Write-offs ( 899,067) ( 41,349)
Effect of exchange rate changes ( 252) -
At December 31 $ 12,155 $ 75,082

270

2022

Accounts receivable

(including notes

( including notes
receivable) Other receivables
At January 1 $ 995,276 $ 100,316
(Reversal of) provision for impairment ( 58,783) 9,807
Write-offs ( 206) -
Effect of exchange rate changes 274 -
At December 31 $ 936,561 $ 110,123

(c) Liquidity risk

i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and external regulatory or legal requirements.

  • ii Surplus cash are invested in interest bearing current accounts, time deposits, money market deposits and marketable securities, with appropriate maturities or sufficient liquidity to provide sufficient headroom and meet the above-mentioned forecasts. As of December 31, 2023 and 2022, the Group held money market position of $15,765,934 and $16,291,198, respectively, and those are expected to readily generate cash inflows for managing liquidity risk.

iii.The Group has the following undrawn borrowing facilities:

isk.
The Group has the following undrawn borrowing facilities:
December 31, 2023
Floating rate:
Expiring within one year
12,950,154
$ Expiring beyond one year
14,098,784
27,048,938
$
December31,2022
11,487,018
$ 15,426,259
26,913,277
$

271

  • iv. The table below shows analysis of the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

undiscounted cash flows.
Non-derivative financial liabilities:
December 31, 2023
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
(including related parties)
Other payables
Lease liabilities
Long-term borrowings
(including current portion)
Guarantee deposits received
Non-derivative financial liabilities:
December 31, 2022
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
(including related parties)
Other payables
Lease liabilities
Long-term borrowings
(including current portion)
Long-term payables
(including current portion)
Guarantee deposits received
Less than 1year
747,136
$ 1,295,140
1,805
2,855,808
3,810,923
111,084
1,802,648
19,876
Less than 1year
1,203,495
$ 775,294
243,332
2,461,872
4,619,754
127,845
431,263
-
50,551
Between 1 and5 years
-
$ -
-
-
-
382,126
1,869,490
1,926
Between 1 and5 years
-
$ -
-
-
-
364,128
3,778,482
41,285
666
Between5and 7years
-
$ -
-
-
-
152,899
109,473
-
Between5and 7years
-
$ -
-
-
-
143,926
6,466
-
-
Over 7years
-
$ -
-
-
-
1,124,076
-
4,601
Over 7years
-
$ -
-
-
-
1,187,997
-
-
-
     - v. The Group does not expect the timing of the estimated cash outflows through the maturity date analysis will be significantly earlier, or expect the actual cash flow amount will be significantly different.
  • (3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

    • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates is included in Level 1.

    • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in convertible bonds and most derivative instruments is included in Level 2.

    • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

272

  • B. Financial instruments not measured at fair value

  • (a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits, other financial assets, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable, other payables, lease liabilities, long-term accounts payable and guarantee deposits received are approximate to their fair value.

Financial liabilities:
Long-term borrowings
(including current portion)
Financial liabilities:
Long-term borrowings
(including current portion)
Bookvalue
3,723,610
$ Book value
4,118,016
$
Level 1
-
$ Level 1
-
$ December
December
Level 2
3,736,188
$ Fairvalue
31,2022
31,2023
Fairvalue
Level3
-
$
Level 2
4,117,506
$
Level 3
-
$
  • (b) The methods and assumptions of fair value estimate are as follows:

    • Long-term borrowings: They are measured at present value, which is calculated based on the cash flow expected to be paid and discounted using a market rate prevailing at balance sheet date.
  • C. The related information of financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2023 and 2022 is as follows:

  • (a) The related information of natures of the assets and liabilities is as follows:

December 31, 2023
Assets
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Equity securities
Derivatives
Financial assets at fair value through
other comprehensive income
Equity securities
Total
Liabilities
Recurring fair value measurements
Financial liabilities at fair value through
profit or loss
Derivatives
Level 1
150,143
$ -
1,097,312
1,247,455
$ -
$
Level 2
-
$ 52,303
-
52,303
$ 2,284
$
Level3
-
$ -
3,101,227
3,101,227
$ -
$
Total
150,143
$ 52,303
4,198,539
4,400,985
$
2,284
$

273

December 31, 2022
Assets
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Equity securities
Beneficiary certificates
Derivatives
Financial assets at fair value through
other comprehensive income
Equity securities
Total
Liabilities
Recurring fair value measurements
Financial liabilities at fair value through
profit or loss
Derivatives
Level 1
96,301
$ 45,350
-
1,186,718
1,328,369
$ -
$
Level 2
-
$ -
22,415
-
22,415
$ 2,214
$
Level3
90,007
$ -
-
3,258,599
3,348,606
$ -
$
Total
186,308
$ 45,350
22,415
4,445,317
4,699,390
$
2,214
$
  • (b) The methods and assumptions the Group used to measure fair value are as follows:

  • i. The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Listed stocks Closed-end fund Open-end fund Market quoted price Closing price Closing price Net asset value

  • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.

  • iii. When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market and foreign exchange swap contracts, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • iv. For high-complexity financial instruments, the fair value is measured by using selfdeveloped valuation model based on the valuation method and technique widely used within the same industry. The valuation model is normally applied to derivative financial instruments, debt instruments with embedded derivatives or securitised instruments. Certain inputs used in the valuation model are not observable at market, and the Group must make reasonable estimates based on its assumptions. The effect of unobservable inputs to the valuation of financial instruments is provided in Note 12(3)5.

  • v. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and

274

non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • (c) The following chart is the movement of Level 3 for the years ended December 31, 2023 and 2022:
2022:
2023 2022
Financial instruments Financial instruments
At January 1 $ 3,348,606
$ 4,245,029
(Losses) gains recognised in profit or loss ( 3,706) 774
Losses recognised in other
comprehensive income ( 137,372) ( 321,885)
Additions - 188,200
Disposals ( 106,301) ( 303,530)
Transfers out from level 3 - ( 464,627)
Effect of exchange rate changes - 4,645
At December 31 $ 3,101,227 $ 3,348,606
  • D. Treasury department is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • E. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Significant
Fair value at Valuation unobservable Range Relationship of
December 31,2023 technique input (weighted average) inputs to fair value
Non-derivative equity instrument:
Unlisted stocks $ 3,057,591
Market Price to book ratio NA The higher the multiple,
comparable multiple the higher the fair value.
companies
Discount for lack of 20% ~ 30% The higher the discount
marketability for lack of marketability,
the lower the fair value.
Unlisted stocks 41,136 Market Equity value multiple 1.40 The higher the equity
comparable (P/B ratio) on value multiple, the higher
companies December 31, 2023 the fair value.
Liquidity discount 26.69% The higher the liquidity
ratio on December 31, discount ratio, the lower
2023 the fair value.
Unlisted stocks 2,500 Net asset value N/A - N/A

275

Significant
Fair value at Valuation unobservable Range Relationship of
December 31,2022 technique input (weighted average) inputs to fair value
Non-derivative equity instrument:
Unlisted stocks $ 3,053,691
Market Price to book ratio NA The higher the multiple,
comparable multiple the higher the fair value.
companies
Discount for lack of 20% ~30% The higher the discount
marketability for lack of marketability,
the lower the fair value.
Unlisted stocks 213,364 Market Enterprise value to NA The higher the multiple,
comparable EBITDA ratio the higher the fair value.
companies multiple
Discount for lack of 25.08% The higher the discount
marketability for lack of marketability,
the lower the fair value.
Unlisted stocks 36,480 Market Equity value multiple 1.29 The higher the equity
comparable (P/B ratio) on value multiple, the higher
companies December 31, 2022 the fair value.
Liquidity discount 30.00% The higher the liquidity
ratio on December 31, discount ratio, the lower
2022 the fair value.
Unlisted stocks 45,071 Net asset value N/A - N/A
  • F. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:
have changed:
Financial assets
Equity instrument
Financial assets
Equity instrument
Input
Multiple
Input
Multiple
Change
±1%
Change
±1%
December Favourable
Unfavourable
change
change
31,012
$ 31,012)
($ Favourable
Unfavourable
change
change
32,586
$ 32,586)
($ 31,2023
Recognised in other
comprehensive income
31,2022
Recognised in other
comprehensive income
Favourable
Unfavourable
change
change
-
$ -
$ Recognised in profit
or loss
December
Favourable
change
-
$
Favourable
Unfavourable
change
change
900
$ 900)
($ Recognised in profit
or loss

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding NT $300 million or 20% paid-in capital or more: Please refer to table 4.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 5.

276

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 6.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paidin capital or more: Please refer to table 7.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 8.

  • I. Trading in derivative instruments undertaken during the reporting periods: please refer to Notes 6(2) and 12(3).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 9.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 10.

  • (3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 11.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 12.

(4) Major shareholders information

Major shareholders information: Please refer to table 13.

14. SEGMENT INFORMATION

  • (1) General information:

The Group is engaged in the research and development, design, manufacturing and sales of EPI wafers and chips of A1GaInP, AlGaAs and InGaN and LED packages and modules. The Chief Operating Decision-Maker assesses performance by each operating result of each sub-group within the consolidated report.

(2) Segment information

The accounting policy of operating segments is provided in Note 4. The Chief Operating DecisionMaker assesses the performance of the operating segments based on the financial statements of operating segments. The measurement of profit is based on the income from continuing operations.

(3) Information about segment profit or loss, assets and liabilities:

The segment information provided to the Chief Operating Decision-Maker for the reportable segments and reconciliations is as follows:

277

Year ended December 31, 2023 EpistarGroup EpistarGroup LextarGroup LextarGroup Others Consolidated Consolidated
Revenues from external $ 14,044,396
$ 7,713,164 $ 548,120
$ 22,305,680
customers
Segment income ( 6,114,857)
( 107,120) ( 1,100,755)
( 7,322,732)
Segment income (loss) including :
Interest income 154,671 82,254 2,654 239,579
Interest expense 178,539 9,155 4,250 191,944
Depreciation and
amortisation 3,927,779 534,013 378,642 4,840,434
Investment loss under
equity method 357,775 85,460 104,679 547,914
Income tax expense
(benefit) ( 52,061)
( 10,647) 441 ( 62,267)
December 31, 2023
Segment assets 45,419,831 13,273,380 5,409,251 64,102,462
Year ended December 31, 2022 EpistarGroup LextarGroup Others Consolidated
Revenues from external $ 20,656,462
$ 7,917,729 $ 304,059
$ 28,878,250
customers
Segment income 757,527 ( 338,290) ( 985,620) ( 566,383)
Segment income (loss) including :
Interest income 60,771 38,350 5,479 104,600
Interest expense 120,871 8,672 2,059 131,602
Depreciation and
amortisation 4,449,790 590,105 170,370 5,210,265
Investment loss under
equity method 268,941 400,822 43,822 713,585
Income tax expense
(benefit) 108,217 ( 33,039) 7,737 82,915
December 31, 2022
Segment assets 53,849,830 13,136,814 6,056,826 73,043,470

(4) Information on products and services

Please refer to Note 6 (24) for the related information.

(5) Geographical information

Geographical information for the years ended December 31, 2023 and 2022 is as follows:

278

Revenue
Non-current
assets
Taiwan
2,007,077
$ 18,646,099
$ China
12,403,340
5,199,576
Hong Kong
1,188,906

414
Korea
1,159,552
1,422
Malaysia
2,203,157
-
Japan
1,865,326
-
Singapore
503,012
-
Others
975,310
10,467
22,305,680
$ 23,857,978
$ Year ended
December31,2023
Revenue
Non-current
assets
2,258,507
$ 24,526,710
$ 12,891,953
5,781,725
1,522,528
105,790
680,315
1,464
2,132,841
-
7,403,290
-
680,140
-
1,308,676
12,881
28,878,250
$ 30,428,570
$ Year ended
December31,2022

(6) Major customer information

Major customer information of the Group for the years ended December 31, 2023 and 2022 is as follows:

B
D
C
Year ended
Year ended
December31,2023
December31,2022
Revenue
Revenue
2,755,184
$ 2,660,661
1,977,254
1,786,146
1,507,573
7,001,287

279

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

ENNOSTAR INC. AND SUBSIDIARIES Loans to others

Year ended December 31, 2023

No. Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance
during
the year
ended
31-Dec-23
Balance at
31-Dec-23
Actual
amount
drawn down
Interest
rate
Nature of
loan
Amount
of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a
singleparty
Ceiling on total
loansgranted
Footnote
Item Value
0
1
1
2
2
3
4
5
ENNOSTAR
Inc.
Epicrystal
(Changzhou)
Ltd.
Epicrystal
(Changzhou)
Ltd.
EPISTAR JV
HOLDING
(BVI) CO.,
LTD.
EPISTAR JV
HOLDING
(BVI) CO.,
LTD.
Lighting
Investment Ltd.
Luxlite (HK)
Corporation
Limited
United LED
Shan Dong
Corporation
Unikorn
Semiconductor
Corporation
Jiangsu
Canyang
Optoelectronics
Ltd.
Episky
Corporation
(Xiamen) Ltd
Episky
Corporation
(Xiamen) Ltd
Epistar
Corporation
EPISTAR JV
HOLDING(BVI
) CO., LTD.
EPISTAR JV
HOLDING(BVI
) CO., LTD.
Episky
Corporation
(Xiamen) Ltd.
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Y
Y
Y
Y
Y
Y
Y
Y
500,000
$ 355,600
442,200
69,342
551,225
199,875
145,913
133,350
500,000
$ 346,160
432,700
-
521,985
184,230
138,173
129,810
200,000
$ 346,160
86,540
-
521,985
184,230
89,045
129,810
2.15%
3.45%~
3.55%
3.45%
0.00%
5.95%
5.95%
5.95%
3.65%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
$ -
-
-
-
-
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
-
$ -
-
-
-
-
-
-
Promissory
Note
Promissory
Note
Promissory
Note
None
Promissory
Note
Promissory
Note
Promissory
Note
Promissory
Note
500,000
$ 346,160
432,700
-
521,985
184,230
138,173
129,810
4,737,417
$ 1,716,213
1,716,213
4,737,417
3,553,944
726,518
293,325
144,935
14,212,252
$ 1,716,213
1,716,213
8,884,860
8,884,860
726,518
293,325
144,935
Note 1
Note 2
Note 2
Note 3
Note 4
Note 3
Note 3
Note 5
Table 1-1

280

No. Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance
during
the year
ended
31-Dec-23
Balance at
31-Dec-23
Actual
amount
drawn down
Interest
rate
Nature of
loan
Amount
of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a
singleparty
Ceiling on total
loansgranted
Footnote
Item Value
6
6
6
7
8
Lextar
Electronics
Corporation
Lextar
Electronics
Corporation
Lextar
Electronics
Corporation
Lextar
Electronics
(Suzhou) Corp
Lextar
Electronics
(Chuzhou)
Corp.
Yenrich
Technology
Corporation
Unikorn
Semiconductor
Corporation
Trendylite
Corporation
Chuzhou Bwin
Technology
Corp.
Episky
Corporation
(Xiamen) Ltd.
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Y
Y
Y
Y
Y
250,000
$ 500,000
25,000
44,220
865,400
250,000
$ 500,000
25,000
43,270
865,400
-
$ 500,000
-
-
-
Markup on
short-term
cost of
capital
2.17%
Markup on
short-term
cost of
capital
3.55%
Markup on
short-term
cost of
capital
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
$ -
-
-
-
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
-
$ -
-
-
-
None
Promissory
Note
None
None
None
-
500,000
-
-
-
970,467
$ 970,467
970,467
1,525,967
3,691,000
2,911,402
$ 2,911,402
2,911,402
3,814,917
3,691,000
Note 6
Note 6
Note 6
Note 7
Note 3
  • Note 1: Limit on loans granted by Ennostar Inc., the ceiling to total loasns granted is 30% of its net asset and to a single party is 10% of its net asset.

  • Note 2: Limit on loans granted by the subsidiary of Epistar, Epicrystal (Changzhou), limit on total loans is 40% of the Epicrystal (Changzhou)’s net asset, and 30% of Ennostar Inc.'s net asset ,and to a single party is 10% of the Epicrystal (Changzhou)'s net asset, and 10% of ENNOSTAR Inc’s net asset.

  • Note 3: Limit on loans granted by Epistar JV, Lighting,Luxlite (HK) and Lextar Electronics (Chuzhou) Corp. to parent company and a fellow subsidiary that is 100% controlled by the parent company located outside Taiwan, limit on total loans is net asset of the Company and 30% of the net asset based on the latest financial statements of Ennistar Inc.,and to a single party is net asset of the Company and 10% of the net asset based on the latest financial statements of Ennostar Inc..The maximum term of the financing is three years.

  • Note 4: Limit on loans granted by the subsidiary of Epistar, Epistar JV, limit on total loans is net asset of Epistar JV and 30% of the net asset based on the latest financial statements of Ennostar Inc., and to a single party is 40% of Epistar JV 's net asset and 10% of the net asset based on the latest financial statements of Ennostar Inc..

Note 5: Limit on loans granted by the subsidiary of Epistar, United LED Shan Dong, limit on total loans is 40% of United LED Shan Dong’s net asset, and 30% of the net asset based on the latest financial statements of Ennostar Inc. , and to a single party is 40% of the United LED Shan Dong's net asset and 10% of the net asset based on the latest financial statements of Ennostar Inc..

  • Note 6:In accordance with Lextar Electronics Corporation Procedures for Provision of Loans: the limit on loans granted to a single party is 10% of its net asset, and the ceiling on total loans granted is 30% of its net asset.

Note 7: Limit on loans granted by the subsidiary of Lextar Electronics Corporation, Lextar (Suzhou), limit on total loans is net asset of Lextar (Suzhou) and 30% of the net asset based on the latest financial statements of Ennostar Inc., and to a single party is 40% of its net net asset, and 10% of the net asset based on the latest financial statements of Ennostar Inc..

Table 1-2

281

ENNOSTAR INC. AND SUBSIDIARIES Provision of endorsements and guarantees to others Year ended December 31, 2023

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

Party being endorsed/guaranteed

Number
Note 1
Endorser/
guarantor
Companyname Relationship
with the
endorser/
guarantor
(Note 2)
Limit on
endorsements/
guarantees
provided for a
single party
(Note3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2023
Outstanding
endorsement/
guarantee
amount at
December 31,
2023
Actual
amount
drawn
down
Amount of
endorsements
/guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note3)
Provision of
endorsements
/guarantees
by parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary
to parent
company
Provision of
endorsements/
guarantees to
the party in
MainlandChina
Footnote
1
1
Epistar
Corporation
Epistar
Corporation
Unikorn
Semiconductor
Corporation
ENNOSTAR Inc.
2
3
3,297,450
$ 3,297,450
300,000
$ 3,250,000
-
$ 3,250,000
-
$ -
-
$ -
-
9.86
6,594,901
$ 6,594,901
N
N
N
Y
N
N

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly or indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorser/guarantor parent company and its subsidiaries jointly own directly or indirectly more than 50% voting shares of the endorsed/guaranteed company.

  • (4) The endorsed/guaranteed parent company directly or indirectly owns more than 90% voting shares of the endorser/guarantor subsidiary.

  • (5) Mutual guarantee of the trade as required by the construction contract.

  • (6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • Note3: In accordance with the Epistar’s Procedures for Provision of endorsements and guarantees to others: the ceiling on total endorsements/guarantees is 20% of the Company’s net asset, and the limit on endorsements/guarantees to a single party is 10% of its net asset.

Table 2-1

282

ENNOSTAR INC. AND SUBSIDIARIES Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

Table 3

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December31,2023 As of December31,2023 Footnote
Number of shares Bookvalue Ownership (%) Fairvalue
Harvestar Investment Corp.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Amengine Corporation (Preferred stock)
E&E Japan Co.Ltd. (Stock)
NATEC CORPORATION (Stock)
Esleds Co.,Ltd. (Stock)
Lynk Labs,Inc. (Stock)
Advanced Photoelectronic Technology
Limited (Stock)
Dominant Opto Technologies Sdn. Bhd.
(Stock)
XENIO CORPORATION (Stock)
Controlled by the same
entity
None
None
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
500,000
140
120,000
1,000
92,523
1,339,235
35,000,000
7,878
2,500
$ 2,143
1,748
148
-
169,946
784,786
-
-
17.07
7.50
10.00
7.39
13.68
10.00
0.06
2,500
$ 2,143
1,748
148
-
169,946
784,786
-
Table 3-1

283

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar JV Holding (BVI) Co.,Ltd.
Episky Corporation(Xiamen) Ltd.
Episky Corporation(Xiamen) Ltd.
PlayNitride Inc. (Stock)
OSTENDO TECHNOLOGIES,INC.
(Stock)
Nan Ya Photonics Incorporation (Stock)
PHECDA TECHNOLOGY CO., LTD
ELIT FINE CERAMICS CO., LTD.
Nanocrystal Technology Inc.
Bridgelux Optoelectronics (Xiamen) Co.,
Ltd.(Stock)
China Firstar Optoelectronic Materials Co.,
Ltd. (Stock)
APT Electronics Co., Ltd.(Stock)
None
None
None
None
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Table 3-2
9,137,338
67,500
9,173,000
600,000
2,200,000
6,000,000
56,316,532
cash
RMB7,500,000
4,678,240
631,938
$ -
214,373
-
-
-
1,691,177
-
44,736
8.53
0.04
19.90
2.11
4.49
11.11
18.77
15.00
0.94
631,938
$ -
214,373
-
-
-
1,691,177
-
44,736

284

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Episky Corporation(Xiamen) Ltd.
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
China Crystal Technologies
Co.,Ltd.(Stock)
Oree Advanced Illumination Solutions, Inc.
(Stock)
Lustrous Technology Ltd. (Stock)
TERA XTAL TECHNOLOGY
CORPORATION (Stock)
XENIO SYSTEMS, INC (Stock)
FormoLight Technologies, Inc. (Stock)
Advanced Photoelectronic Technology
Limited (Stock)
Edison Opto Corp. (Stock)
Rigidtech Microelectronics Cops. (Stock)
None
None
None
None
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
8,064,516
79,407
266,892
795,000
16,462
2,038,230
562,018
11,257,964
1,550,253
-
$ -
-
-
-
10,607
71,319
274,694
9,769
4.08
5.00
8.99
0.42
0.13
10.00
5.74
7.84
2.17
-
$ -
-
-
-
10,607
71,319
274,694
9,769
Table 3-3

285

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Ltd.
Lighting Investment Ltd.
Lighting Investment Ltd.
Lighting Investment Ltd.
HUGA Holding (SAMOA) Ltd.
Ledimond Opto Corporation (Stock)
iReach Corporation (Stock)
Edison Opto Corp. (Stock)
ENNOSTAR Inc. (Stock)
Verticle Inc. (Stock)
Achrolux Inc. (Stock)
PlayNitride Inc. (Stock)
Advanced Photoelectronic Technology
Limited (Stock)
China Crystal Technologies
Co.,Ltd.(Stock)
None
Investments accounted
for using equity method
of Epistar Corporation
None
Parent company
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Current financial assets at
fair value through profit
or loss
Current financial assets at
fair value through profit
or loss
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
1,100,000
370,000
6,153,424
1,282,377
582,983
987,500
2,757,082
200,000
17,741,935
7,933
$ 1,891
150,144
59,374
-
-
190,680
25,380
-
16.92
-
4.28
0.17
3.00
6.91
2.57
2.04
8.97
7,933
$ 1,891
150,143
59,374
-
-
190,680
25,380
-
Note1
Table 3-4

286

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Jiangsu Canyang Optoelectronics Ltd
Wellybond Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
C-Star (Yangzhou) technology Co., Ltd
Wellysun Inc.(Stock)
LANKE ELECTRONIC CO.,LTD
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
cash
RMB5,000,000
2,400,000
cash
RMB1,351,030.69
21,635
$ 41,136
-
5.00
5.22
1.31
21,635
$ 41,136
-

Note 1: Transferred from the Epistar’s stocks held as treasury shares.

Table 3-5

287

ENNOSTAR INC. AND SUBSIDIARIES

Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital

Year ended December 31, 2023

Table 4

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Marketable
securities
Note 1
General
ledger
account
Counterparty
Note 2
Relationship
with
the investor
Note 2
Balance as at
January1,2023
Balance as at
January1,2023
Addition
Note 3
Addition
Note 3
Disposal
Note 3
Disposal
Note 3
Balance as at
December 31,2023
Balance as at
December 31,2023
Number
of shares
Amount Number
of shares
Amount Number
of shares
Selling
price
Book
value
Gain (loss) on
disposal
Number of
shares
Amount
ENNOSTAR Inc.
Epistar
Corporation
Epistar
Corporation
Epistar
Corporation
Epistar
Corporation
LEADSTAR
Micro-Crystal
Display
Corporation
(JiangSu) Ltd.
Taishin 1699
Money Market
Fund
(Beneficiary
certificates)
Taishin Ta
Chong Money
Market Fund
(Beneficiary
certificates)
Hua Nan
Phoenix Money
Market Fund
(Beneficiary
certificates)
Capital Money
Market Fund
(Beneficiary
certificates)
Investments
accounted for
under using
equity method
Current financial
assets at fair
value through
profit or loss
Current financial
assets at fair
value through
profit or loss
Current financial
assets at fair
value through
profit or loss
Current financial
assets at fair
value through
profit or loss
Yenrich
Technology
Corporation
-
-
-
-
Investments
measured by
equity method
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
cash
RMB100,900
116,771,473
161,089,653
66,963,644
90,596,815
$ 306,962
1,613,000
2,332,000
1,110,000
1,490,000
-
116,771,473
161,089,653
66,963,644
90,596,815
$ -
1,615,668
2,334,087
1,112,355
1,492,580
$ -
1,613,000
2,332,000
1,110,000
1,490,000
$ -
2,668
2,087
2,355
2,580
cash
RMB100,900
-
-
-
-
$ 306,962
-
-
-
-
Table 4-1

288

Investor Marketable
securities
Note 1
General
ledger
account
Counterparty
Note 2
Relationship
with
the investor
Note 2
Balance as at
January1,2023
Balance as at
January1,2023
Addition
Note 3
Addition
Note 3
Disposal
Note 3
Disposal
Note 3
Balance as at
December 31,2023
Balance as at
December 31,2023
Number
of shares
Amount Number
of shares
Amount Number
of shares
Selling
price
Book
value
Gain (loss) on
disposal
Number of
shares
Amount
Epistar
Corporation
Yenrich
Technology
Corporation
CTBC Hwa-win
Money Market
Fund
(Beneficiary
certificates)
LEADSTAR
Micro-Crystal
Display
Corporation
(JiangSu) Ltd.
Current financial
assets at fair
value through
profit or loss
Investments
accounted for
using equity
method
-
ENNOSTAR
Inc.
-
Parent
company
-
cash
RMB100,900
$ -
451,407
43,650,269
-
$ 490,000
-
43,650,269
cash
RMB100,900
$ 490,530
306,962
$ 490,000
344,407
$ 530
7,230
-
-
$ -
-

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities. Note 2: Fill in the columns the counterparty and relationship if securities are accounted for using equity method; otherwise leave the columns blank. Note 3: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.

Table 4-2

289

ENNOSTAR INC. AND SUBSIDIARIES

Aquisition of real estate reaching NT$300 million or 20% of paid-in capital or more

Year ended December 31, 2023

Table 5

Expressed in thousands of NTD (Except as otherwise indicated)

Real estate
acquired by
Real estate Transaction
date or date
of the event
Transaction
amount
Status of
payment
Counterparty Relationship
with the seller
information as to the last transfer of data
If the counterparty is a related party,
information as to the last transfer of data
If the counterparty is a related party,
information as to the last transfer of data
If the counterparty is a related party,
information as to the last transfer of data
If the counterparty is a related party,
Basis or
reference used in
settingtheprice
Reason for acquisition of
real estate and status of the
real estate
Other
commitments
Owner Relationship
between the issuer
Date of the
transfer
Amount
Unikorn
Semiconductor
Corporation
Factory facilities
and machinery
equipment
2023/06/13
~6/27
362,001
$
According to the
agreement of both
parties
Epistar Corporation Both are
subsidiaries of
ENNOSTAR
Inc.
The original
counterparties of
Epistar were all
equipment
suppliers, which
were not belong
to related parties
- - $
-
Experts’ appraisal
report
For the transfer of equipment
transactions between the
Group, Unikorn acquired
production-related equipment
from Epistar to align
ownership and management
rights.
None

Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate aquisition of should be appraised pursuant to the regulations.

Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.

Table 5-1

290

ENNOSTAR INC. AND SUBSIDIARIES

Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more

Year ended December 31, 2023

==> picture [24 x 6] intentionally omitted <==

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

Table 6
----- End of picture text -----

Table 6 Expressed in thousands of NTD (Except as otherwise indicated) Transaction Status of Basis or Real estate date or date Date of Book Disposal collection Gain (loss) Relationship Reason for reference used in Other disposed by Real estate of the event acquisition value amount of proceeds on disposal Counterparty with the seller disposal setting the price commitments Epistar Factory facilities 2023/06/13 2001~ $ 303,890 $ 362,001 According to the $ 58,111 Unikorn Both are For the transfer of Based on a None Corporation and machinery ~6/27 2022 agreement of both Semiconductor subsidiaries of equipment transactions comprehensive equipment parties Corporation ENNOSTAR between the group, consideration of the Inc. Unikorn obtained carrying amount of production-related Epistar’s assets and equipment from Epistar experts' appraisal to align ownership and reports. management rights.

Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate disposed of should be appraised pursuant to the regulations.

  • Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

  • Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.

Table 6-1

291

Table 7

Expressed in thousands of NTD (Except as otherwise indicated)

ENNOSTAR INC. AND SUBSIDIARIES

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2023

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epicrystal (Changzhou) Co.,
Ltd.
Epicrystal (Changzhou) Co.,
Ltd.
Lextar Electronics (Chuzhou)
Corp.
LEADSTAR Micro-Crystal
Display Corporation
(JiangSu) Ltd.
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Epistar Corporation
LEDAZ Co., Ltd
Lextar Electronics Corporation
Unikorn Semiconductor
Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Episky Corporation (Xiamen)
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Epistar Corporation
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
($ 257,393)
(
174,839)
(
1,246,231)
(
324,744)
(
248,663)
(
108,738)
(
105,990)
(
495,509)
(
1,130,760)
(
378,115)
(
681,953)
( 7)
( 5)
( 35)
( 9)
( 3)
( 1)
( 1)
( 6)
( 14)
( 26)
( 47)
90 days after monthend
closing
60 days after monthend
closing
100 days after
monthend closing
60 days after monthend
closing
90 days after monthend
closing and 20 days
after next monthly
billings
90 days after monthend
closing
120 days after
monthend closing
180 days after next
month-end closing
150 days after next
month-end closing
90 days after monthend
closing
180 days after next
month-end closing
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
$ 72,556
35,116
409,297
64,650
89,620
38,957
24,699
280,403
396,468
166,683
315,726
3
1
16
2
2
1
1
6
9
9
18
Table 7-1

292

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Epicrystal (Changzhou) Co.,
Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epicrystal (Changzhou) Co.,
Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Episky Corporation (Xiamen)
Ltd.
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Epicrystal (Changzhou) Co., Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Epistar Corporation
Epicrystal (Changzhou) Co., Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Episky Corporation (Xiamen)
Ltd.
Epicrystal (Changzhou) Co., Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Epicrystal (Changzhou) Co., Ltd.
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Lextar Electronics (Chuzhou)
Corp.
Epistar Corporation
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Sales
Sales
Sales
Sales
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
( 1,077,583)
( 163,612)
( 1,146,378)
( 374,473)
1,146,378
1,130,760
1,077,583
163,612
324,744
681,953
374,473
378,115
495,509
1,246,231
2,346,035
108,738
( 74)
( 14)
( 99)
( 32)
27
26
25
3
6
12
31
30
28
72
72
3
180 days after next
month-end closing
90 days after monthend
closing
120 days after
monthend closing
90 days after monthend
closing
120 days after
monthend closing
150 days after next
month-end closing
180 days after next
month-end closing
90 days after monthend
closing
60 days after monthend
closing
180 days after next
month-end closing
90 days after monthend
closing
90 days after monthend
closing
180 days after next
month-end closing
100 days after
monthend closing
120 days after
monthend closing
OA 120 days
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
1,238,105
24,923
827,772
271,993
( 827,772)
( 396,468)
( 1,238,105)
( 24,923)
( 64,650)
( 315,726)
( 271,993)
( 166,683)
( 280,403)
( 409,297)
( 774,205)
( 38,957)
69
2
65
21
( 36)
( 17)
( 54)
( 2)
( 5)
( 23)
( 81)
( 55)
( 41)
( 59)
( 60)
( 3)
Table 7-2

293

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Lextar Electronics
Corporation
Lextar Electronics (Suzhou)
Corp.
Lextar Electronics
(Chuzhou) Corp.
Shanghai Welight Electronic
Co., LTD.
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
(Chuzhou) Corp.
Lextar Electronics
(Chuzhou) Corp.
Yenrich Technology
Corporation
ProLight Opto
Technology
Corporation
Tyntek Corporation
Lextar Electronics (Chuzhou)
Corp.
Episky Corporation (Xiamen)
Ltd.
ProLight Opto Technology
Corporation
AUO (Suzhou) Corp Ltd.
Fortech Electronics (Suzhou)
Co., Ltd.
Lextar Electronics Corporation
Lextar Electronics (Suzhou)
Corp.
Lextar Electronics Corporation
Shanghai Welight Electronic
Co., LTD.
Note 1
Note 1
Note 1
Note 1
Other related parties
Other related parties
Note 1
Note 1
Note 1
Note 1
Purchases
Purchases
Purchases
Purchases
Sales
Sales
Sales
Sales
Sales
Sales
$ 140,168
390,228
257,393
115,820
( 174,558)
( 374,282)
( 2,346,035)
( 390,228)
( 160,680)
( 115,820)
4
94
8
71
( 4)
( 8)
( 50)
( 8)
( 65)
( 23)
OA 120 days
90 days after monthend
closing
OA 90 days
120 days after
monthend closing
120 days after
monthend closing
120 days after
monthend closing
120 days after
monthend closing
90 days after monthend
closing
120 days after
monthend closing
120 days after
monthend closing
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
($ 38,745)
( 11,451)
( 72,556)
( 63,633)
79,380
114,138
774,205
11,451
8,972
63,633
( 3)
( 6)
( 6)
( 154)
7
9
53
1
22
48

Note 1: Investee company accounted for using equity method directly and indirectly.

Table 7-3

294

ENNOSTAR INC. AND SUBSIDIARIES

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2023

Table 8
Creditor
Counterparty Relationship
with the counterparty
Balance as at December31,2023 Balance as at December31,2023 Total Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful debts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful debts
Expressed in thousands of NTD
(Except as otherwise indicated)
Accounts receivable Other receivable Amount Action
taken
ENNOSTAR Inc.
Epistar JV Holding
(BVI)Co.,Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Epistar Corporation
Epistar Corporation
United LED Corporation
(Hong Kong) Limited
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Lighting Investment Ltd.
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Unikorn Semiconductor
Corporation
Epistar Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Epistar Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epistar JV Holding
(BVI)Co.,Ltd.
Fortech Electronics (Suzhou)
Co., Ltd.
Unikorn Semiconductor
Corporation
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Other related parties
Note 2
$ -
-
409,297
64,650
280,403
396,468
-
166,683
315,726
1,238,105
827,772
271,993
-
114,138
-
$ 203,504
539,078
-
53,017
2,553
23,533
130,218
347,333
580
86,590
-
349
190,266
-
500,000
$ 203,504
539,078
409,297
117,667
282,956
420,001
130,218
514,016
316,306
1,324,695
827,772
272,342
190,266
114,138
500,000
$ -
-
2.76
( 4.39)
1.71
3.84
-
0.92
1.30
1.28
2.26
2.75
-
5.13
-
$ -
-
-
-
-
1,742
-
-
-
220,528
269,206
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 207
-
97,551
29,575
38,068
121,436
130,218
-
-
70,986
173,312
37,688
-
114,138
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Table 8-1

295

Creditor Counterparty Relationship
with the counterparty
Balance as at December31,2023 Balance as at December31,2023 Total Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful debts
Accounts receivable Other receivable Amount Action
taken
Lextar Electronics
(Chuzhou) Corp.
Lextar Electronics
Corporation
Note 2 $ 774,205 $ 2,178 $ 776,383 5.05 - - $ 224,610 $ -

Note 1: The amount recovered by Epistar Corporatio from Episky Corporation (Xiamen) Ltd. was $1,633 for overdue amounts.

The amount recovered by Jiangsu Canyang Optoelectronics Ltd. from Episky Corporation (Xiamen) Ltd. was $173,312 for overdue amounts. All the unoverdue amounts are being actively collected. Note 2: Investee company accounted for using equity method directly and indirectly.

Table 8-2

296

ENNOSTAR INC.AND SUBSIDIARIES

Significant inter-company transactions during the reporting periods

Year ended December 31, 2023

Table 9
Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
0
0
0
1
1
1
1
1
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Unikorn Semiconductor Corporation
Lextar Electronics Corporation
Epistar Corporation
Lextar Electronics Corporation
Unikorn Semiconductor Corporation
Shenzhen Epikylin Optoelectronics Co.,Ltd
Episky Corporation (Xiamen) Ltd.
Shenzhen Epikylin Optoelectronics Co.,Ltd
1
1
1
1
1
1
1
1
Other receivable
Other operating revenue
Other operating revenue
Sales
Sales
Sales
Sales
Accounts receivable
$ 203,304
107,139
218,261
108,738
105,990
495,509
1,130,760
280,403
Based on contract terms
Based on contract terms
Based on contract terms
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.32
0.48
0.98
0.49
0.48
2.22
5.07
0.44
Table 9-1

297

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
1
2
2
2
2
2
3
3
3
3
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Episky Corporation (Xiamen) Ltd.
Lextar Electronics (Chuzhou) Corp.
LEADSTAR Micro-Crystal Display
Corporation (JiangSu) Ltd.
Shenzhen Epikylin Optoelectronics Co.,Ltd
Epistar Corporation
Shenzhen Epikylin Optoelectronics Co.,Ltd
Jiangsu Canyang Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Episky Corporation (Xiamen) Ltd.
1
3
3
3
2
3
3
2
3
3
Accounts receivable
Sales
Sales
Sales
Sales
Accounts receivable
Sales
Sales
Sales
Notes receivable
$ 396,468
257,393
174,839
1,246,231
324,744
409,297
378,115
681,953
1,077,583
341,186
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.62
1.15
0.78
5.59
1.46
0.64
1.70
3.06
4.83
0.53
Table 9-2

298

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
3
3
3
3
4
4
4
4
4
4
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Jiangsu Canyang Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Epicrystal Corporation (Changzhou) Ltd.
Epicrystal Corporation (Changzhou) Ltd.
Episky Corporation (Xiamen) Ltd.
Epicrystal Corporation (Changzhou) Ltd.
3
2
3
3
2
3
3
3
3
3
Accounts receivable
Accounts receivable
Accounts receivable
Other receivable
Sales
Sales
Sales
Notes receivable
Accounts receivable
Accounts receivable
$ 166,683
315,726
896,919
347,333
163,612
1,146,378
374,473
142,197
827,772
129,796
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.26
0.49
1.40
0.54
0.73
5.14
1.68
0.22
1.29
0.20
Table 9-3

299

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
5
6
7
8
8
9
9
9
9
10
United LED Corporation (Hong
Kong) Limited
Epistar JV Holding (BVI)Co.,Ltd.
Lighting Investment Ltd.
Lextar Electronics Corporation
Lextar Electronics (Chuzhou)
Corp.
Lextar Electronics Corporation
Lextar Electronics (Chuzhou)
Corp.
Lextar Electronics (Chuzhou)
Corp.
Lextar Electronics (Chuzhou)
Corp.
Yenrich Technology Corporation
Episky Corporation (Xiamen) Ltd.
Epistar Corporation
Epistar JV Holding (BVI)Co.,Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Unikorn Semiconductor Corporation
Lextar Electronics Corporation
Lextar Electronics Corporation
Lextar Electronics (Suzhou) Corp.
Lextar Electronics Corporation
3
2
3
3
3
3
3
3
3
3
Other receivable
Other receivable
Other receivable
Cost of goods sold
Cost of goods sold
Other receivable
Sales
Accounts receivable
Sales
Sales
$ 130,218
539,078
190,266
108,738
257,393
500,000
2,346,035
774,205
390,228
160,680
Based on contract terms
Based on contract terms
Based on contract terms
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Based on contract terms
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.20
0.84
0.30
0.49
1.15
0.78
10.52
1.21
1.75
0.72
Table 9-4

300

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
11 ProLight Opto Technology
Corporation
Shanghai Welight Electronic Co., LTD. 3 Sales $ 115,820 Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.52

Note 1: Parent company is ‘0’.The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs

  • to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice.

For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for

transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.):

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

  • Note 4: Disclosure of the transactions over 100 million New Taiwan dollars only and the related party transactions for counterparty are not disclosed.

Table 9-5

301

ENNOSTAR INC. AND SUBSIDIARIES

Information on investees

Year ended December 31, 2023

Table 10

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2023 Shares held as at December 31,2023 Shares held as at December 31,2023 Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Epistar Corporation
Lextar Electronics
Corporation
Harvestar Investment Corp.
Tyntek Corporation
Amengine Corporation
GCS Holding Inc.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman Islands
Manufacturing and sales of
LED wafers and chips
Manufacturing and sales of
LED wafers, chips,
packages and modules
Professional investment
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Developing and sales of
medical optical sensor
modules
OEM manufacturing of
GaAs / InP / GaN / SiC
wafers for RF and
optoelectronics
$ 38,607,380
11,724,646
1,150,000
584,583
40,212
431,990
$ 38,607,380
11,724,646
1,150,000
584,583
40,212
431,990
Table 10-1
1,116,479,188
514,916,380
115,000,000
23,799,000
6,922,000
9,028,000
100.00
100.00
100.00
7.92
75.96
8.11
$ 32,871,412
11,015,335
706,482
622,100
14,494
309,374
($ 6,060,593)
( 527)
(
220,874)
(
131,953)
(
13,671)
(
792,236)
($ 6,106,299)
(
53,255)
(
220,874)
(
10,458)
(
10,385)
(
75,156)
Note1
Note1

302

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Harvestar
Investment Corp.
Harvestar
Investment Corp.
Harvestar
Investment Corp.
Precistar
Investment Corp.
Calystar Investment Corp.
Unikorn Semiconductor
Corporation
Precistar Investment Corp.
Praistar Investment Corp
Manastar Investment Corp
GCS Holding Inc.
Tyntek Corporation
Unikorn Semiconductor
Corporation
Unikorn Semiconductor
Corporation
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman Islands
Taiwan
Taiwan
Taiwan
Professional investment
Original equipment
manufacturer of III-V
semiconductor
Professional investment
Professional investment
Professional investment
OEM manufacturing of
GaAs / InP / GaN / SiC
wafers for RF and
optoelectronics
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Original equipment
manufacturer of III-V
semiconductor
Original equipment
manufacturer of III-V
semiconductor
$ 440,000
783,132
480,000
270,000
1,000
433,099
263,864
444,785
476,300
$ 440,000
593,132
270,000
270,000
1,000
433,099
209,551
444,785
268,000
44,000,000
65,700,000
48,000,000
27,000,000
100,000
9,013,000
13,089,000
52,000,000
23,815,020
100.00
19.53
100.00
100.00
100.00
8.10
4.35
15.45
7.08
$ 366,250
107,389
49,086
27,542
974
357,463
257,152
79,037
45,443
($ 57,229)
( 891,055)
( 49,998)
( 36,909)
( 7)
( 792,236)
( 131,953)
( 891,055)
( 891,055)
($ 57,229)
( 164,192)
( 49,998)
( 36,909)
( 7)
( 75,027)
( 5,443)
( 140,510)
( 49,958)
Note1
Note1

Table 10-2 303

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Calystar Investment
Corp.
Calystar Investment
Corp.
Praistar Investment
Corp
Unikorn
Semiconductor
Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
GCS Holding Inc.
Tyntek Corporation
Unikorn Semiconductor
Corporation
GCS Holding Inc.
iReach Corporation
Epistar JV Holding (BVI)
Co.,Ltd.
Full Star Enterprises
Limited
Lighting Investment
Corporation
Unikorn Semiconductor
Corporation
Cayman Islands
Taiwan
Taiwan
Cayman Islands
Taiwan
British Virgin
Islands
Hong Kong
Taiwan
Taiwan
OEM manufacturing of
GaAs / InP / GaN / SiC
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Original equipment
manufacturer of III-V
semiconductor
OEM manufacturing of
GaAs / InP / GaN / SiC
wafers for RF and
optoelectronics
Manufacturing, sales,
packaging and module
design of semiconductor
light emitting devices
Professional investment
Professional investment
Professional investment
Original equipment
manufacturer of III-V
semiconductor
$ 265,135
151,238
268,000
1,051
70,000
14,960,129
-
1,561,814
826,083
$ 265,135
97,787
268,000
1,051
70,000
14,960,129
166,785
1,561,814
826,083
Table 10-3
6,500,000
8,094,000
13,400,000
20,000
7,000,000
48,278
-
191,478,518
40,000,000
5.84
2.69
3.98
0.02
34.30
100.00
0.00
100.00
11.89
$ 196,468
143,778
25,546
975
53,262
8,848,099
-
1,570,771
75,597
($ 792,236)
(
131,953)
(
891,055)
(
792,236)
(
22,013)
(
486,603)
-
8,947
(
891,055)
($ 54,125)
(
3,294)
(
36,923)
( 4)
(
8,330)
(
518,609)
-
10,251
(
108,571)
Note1
Note1
Note1

304

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Lighting
Investment Ltd.
SH Co., Ltd.
TE Opto Corporation
GaN Force Corporation
Tyntek Corporation
Can Yang Investments
Limited
HUGA Holding (SAMOA)
Limited
LiteStar JV Holding (BVI)
CO., Ltd.
United LED Corporation
(Hong Kong) Limited
Episky (Hong Kong)
Limited
Can Yang Investments
Limited
LEDAZ CO., Ltd.
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Samoa
British Virgin
Islands
Hong Kong
Hong Kong
Hong Kong
Korea
Sales of LED chips
Sales of LED chips
Design, manufacturing and
sales of semiconductor
materoals and modules
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Professional investment
Professional investment
Professional investment
Professional investment
Professional investment
Professional investment
Engineering service of LED
$ 31,792
9,200
77,700
1,243
66,745
334,967
3,408,835
2,029,760
2,124,096
4,385,900
48,166
$ 31,792
9,200
77,700
1,243
66,745
334,967
3,408,835
2,029,760
2,124,096
4,370,156
48,166
Table 10-4
3,179,176
920,000
1,118,600
50,000
2,679,063
12,551,035
10,882
67,000,165
cash
USD68,000,000
66,438,929
88,460
49.00
40.00
64.32
0.02
3.53
100.00
82.41
74.86
100.00
87.41
28.13
$ 2,363
43,980
678
1,175
56,679
3,318
3,302,292
258,619
1,954,893
1,405,455
-
($ 76)
3,619
697
(
131,953)
(
6,414)
82
(
238,730)
(
6,635)
(
288,026)
(
6,414)
49,914
($ 37)
1,448
448
( 27)
( 226)
82
(
196,737)
(
4,967)
(
288,026)
(
5,382)
(
24,455)
Note1

305

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lighting
Investment Ltd.
Lighting
Investment Ltd.
Lighting
Investment Ltd.
LiteStar JV
Holding (BVI)
Co.,Ltd.
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Interlight Optotech (HK)
Co.,Limited
Epistar (Hong Kong)
Limited
Luxlite (HK) Corporation
Limited
Epicrystal (Hong Kong)
Co. Ltd.
LEDAZ CO., Ltd.
Lighting Investment Ltd.
Yenrich Opto (Hong
Kong) Limited
Can Yang Investments
Limited
GaNrich Semiconductor
Corporation
LEDOLUX Sp.Zo.O.
Joint Power Exponent, Ltd.
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Korea
British Virgin
Islands
Hong Kong
Hong Kong
Taiwan
Poland
Taiwan
Sales of LED packages
Professional investment
Professional investment
Professional investment
Engineering service of LED
Professional investment
Sales of LED lighting
products
Professional investment
Design and technology
service of LED lighting
product
Assembling and sales of
LED bulbs
Power IC design and
module sales
$ 12,806
2,556
133,979
4,403,034
23,993
152,701
-
72,436
-
133,455
11,599
$ 12,806
2,556
133,979
4,403,034
23,993
152,701
133,403
72,436
67,101
133,455
11,599
429,000
82,850
3,800,000
146,600,000
44,065
45,643
-
5,218,605
-
156,994
1,757,000
30.00
100.00
100.00
100.00
14.01
100
-
6.87
-
60.00
11.26
$ 7,475
16
293,337
4,006,499
-
726,518
-
110,462
-
11,933
2,805
($ 11,724)
262
13,448
(
238,569)
49,914
(
9,031)
-
(
6,414)
(
21,358)
(
1,164)
(
23,969)
($ 3,517)
262
13,448
(
238,569)
(
16,376)
(
9,031)
-
( 441)
(
19,001)
( 698)
(
2,783)
Note1
Table 10-5

306

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Episky Corporation
(Xiamen) Ltd
Epicrystal
(Changzhou) Co.,
Ltd.
Episky Corporation
(Xiamen) Ltd
Episky Corporation
(Xiamen) Ltd
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Tyntek Corporation
GaN Force Corporation
Domi-Star Optoelectronics
Corporation
Epicrystal (Changzhou)
Co., Ltd.
Changzhou Chemsemi Co.,
Ltd.
LEADSTAR Micro-Crystal
Display Corporation
(JiangSu) Ltd.
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Lextar (Singapore) Pte.
Ltd.
Wellybond Optronics
(H.K) Limited
Taiwan
Taiwan
Taiwan
China
China
China
China
Sinapore
Hong Kong
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Design, manufacturing and
sales of semiconductor
materoals and modules
Design and sales of LED
lighting product
Manufacturing and sales of
LED wafers and chips
OEM manufacturing of
compound semiconductor
RFID wafers and
optoelectronic wafers
Developing, manufacturing
and sales of LED packages,
modules and related
applications
Sales of LED chips
Professional investment
Professional investment
$ 1,276
641
490
147,472
469,590
164,862
43,770
2,709,310
17,888
$ 1,276
641
490
147,472
469,590
122,036
43,770
2,709,310
17,888
50,000
620,400
49,000
cash
USD5,200,000
cash
RMB110,000,000
cash
RMB38,800,000
cash
RMB10,000,000
90,270,000
63,000,000
0.02
35.68
49.00
3.31
10.44
9.70
100.00
100.00
100.00
$ 767
952
311
145,486
583,853
133,547
219,874
2,613,816
11,864
($ 131,953)
697
( 64)
( 255,482)
( 1,762,498)
( 56,109)
30,429
155,548
18
($ 27)
249
( 32)
( 8,456)
( 188,915)
( 5,492)
30,429
155,548
18
Note1

Table 10-6 307

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Wellypower Optronics
Corporation
Apower Optronics
Corporation
Liang Li Venture Corp.
Wellybond Corporation
Trendylite Corporation
Hexawave, Inc.
Yenrich Technology
Corporation
ProLight Opto Technology
Corporation
Tyntek Corporation
British Virgin
Islands
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Professional investment
Professional investment
Professional investment
Professional investment
Sales of products
Manufacturing and sales of
compound semiconductor
materials and modules
Manufacturing and sales of
LED packages
Manufacturing and sales of
LED packages
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
$ 44,898
381,638
175,374
746,484
20,874
147,506
580,487
99,081
1,304
$ 44,898
381,638
175,374
746,484
18,100
147,506
980,487
97,031
1,304
5,153,061
31,600,000
18,000,000
75,000,000
3,150,000
12,716,000
26,000,000
6,700,000
50,000
100.00
100.00
100.00
100.00
100.00
31.52
100.00
9.84
0.02
$ 172,521
1,240,082
114,547
467,228
44,459
46,034
177,373
76,486
989
$ 10,235
74,869
( 11,701)
( 96,024)
4,802
( 99,587)
( 162,276)
( 125,783)
( 131,953)
$ 10,235
74,869
( 11,701)
( 96,024)
4,473
( 33,052)
( 162,276)
( 12,129)
( 139)
Note1
Table 10-7

308

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lextar (Singapore)
Pte. Ltd.
Lextar (Singapore)
Pte. Ltd.
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Liang Li Venture
Corp.
Lextar Electronics Korea
Ltd.
Aurora International
Lighting Corporation
Limited
VOGITO INNOVATION
CO., LTD.
Hexawave, Inc.
WellyHertz Electronics
Corp.
Joint Power Exponent, Ltd.
ProLight Opto Technology
Corporation
Tyntek Corporation
ProLight Opto Technology
Corporation
Korea
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Sale of LED and aftersales
service
Sales of lighting
Design of lighting
Manufacturing and sales of
compound semiconductor
materials and modules
Manufacturing and sales of
switching power supply
d l
Power IC design and
module sales
Manufacturing and sales of
LED packages
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Manufacturing and sales of
LED packages
$ 3,025
204,136
1,000
147,494
51,400
68,250
313,670
1,288
96,604
$ 3,025
204,136
1,000
147,494
30,000
68,250
303,264
1,288
91,763
22,000
2,000,000
100,000
12,715,000
30,700,000
4,550,000
21,417,000
50,000
6,700,000
100.00
20.00
50.00
31.52
87.46
29.17
31.47
0.02
9.84
$ 4,951
-
3,153
46,030
22,889
33,736
244,491
976
76,486
$ 447
23,848
1,433
( 99,587)
( 15,283)
( 23,969)
( 125,783)
( 131,953)
( 125,783)
$ 447
-
717
( 33,050)
( 12,910)
( 14,772)
( 38,283)
( 141)
( 11,787)
Note1
Note1
Table 10-8

309

Initial investment amount Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Liang Li Venture
Corp.
Hexawave, Inc.
Yenrich
Technology
Corporation
Yenrich
Technology
Corporation
ProLight Opto
Technology
Corporation
Tyntek Corporation
WellyWave
Semiconductors Inc.
ProLight Opto Technology
Corporation
Tyntek Corporation
Prolight Opto Holding
Corporation
Taiwan
Taiwan
Taiwan
Taiwan
Seychelles
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Manufacturing and sales of
compound semiconductor
materials and modules
Manufacturing and sales of
LED packages
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Professional investment
$ 1,293
49,000
-
-
4,402
$ 1,293
49,000
27,366
1,324
4,402
50,000
4,363,065
-
-
150,000
0.02
29.27
0.00
0.00
100.00
$ 982
41,771
-
-
( 2,296)
($ 131,953)
( 52,839)
( 125,783)
( 131,953)
( 2,617)
($ 137)
( 23,621)
( 2,027)
( 96)
( 2,617)
註1
Note1
Table 10-9

310

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investee
for the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Prolight Opto
Holding
Corporation
Lextar Electronics
(Suzhou) Corp.
Lextar Electronics
(Suzhou) Corp.
Lextar Electronics
(Chuzhou) Corp.
ProLight Opto Technology
Corporation
Lextar Electronics
(Chuzhou) Corp.
Chuzhou Bwin Technology
Corp.
Chuzhou Bwin Technology
Corp.
Seychelles
China
China
China
Professional investment
Manufacturing and sales of
LED wafers, chips,
packages, lights, and
modules
Developing, manufacturing,
sales of metal and plastic
technical products.
Developing, manufacturing,
sales of metal and plastic
technical products.
$ 4,403
3,094,825
130,726
244,748
$ 4,403
3,094,825
130,726
-
150,000
cash
RMB700,000,000
cash
RMB29,000,000
cash
RMB66,400,000
100.00
100.00
29.00
66.40
($ 2,296)
3,691,002
63,524
194,200
($ 2,617)
272,807
(
104,578)
(
104,578)
($ 2,617)
272,807
(
49,694)
(
43,285)

Note1: The group holds two seats on the Board of Directors, which indicates that the Group has significant influence over the investee. Accordingly, the Group listed the investee as an associate.

Table 10-10

311

Table 11

ENNOSTAR INC. AND SUBSIDIARIES

Information on investments in Mainland China

Year ended December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2023
Net income of
investee for the
year ended
December
31,2023
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December
31,2023
Book value of
investments in
Mainland China
as of December
31,2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December
31,2023
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
LEADSTAR Micro-
Crystal Display
Corporation (JiangSu)
Ltd.
Episky Corporation
(Xiamen) Ltd.
United LED Shan Dong
Corporation
Epicrystal Corporation
(Changzhou) Ltd.
Luxlite (Shenzhen)
Corporation Limited
Bridgelux
Optelectronice
(Xiamen) Co,.Ltd.
Developing,
manufacturing and
sales of LED
packages, modules
and related
applications
Manufacturing and
sales of LED chips
Manufacturing and
sales of LED
wafers and chips
Manufacturing and
sales of LED
wafers and chips
Sales of LED chips
Manufacturing and
sales of LED
wafers, chips,
packages and
modules
$ 1,766,000
2,124,096
2,404,500
4,494,125
96,430
7,785,966
1
2
2
2
2
2
$ 525,815
2,124,096
1,824,844
3,423,550
48,687
1,461,593
$ 147,045
-
-
-
-
-
$ 89,432
-
-
-
-
-
$ 583,428
2,124,096
1,824,844
3,423,550
48,687
1,461,593
($ 56,109)
(
288,026)
(
6,803)
(
255,482)
-
-
33.63
100.00
74.86
76.95
0.00
18.77
($ 21,300)
(
288,026)
(
5,093)
(
196,605)
-
-
$ 495,255
1,954,886
271,248
3,301,755
-
1,691,177
$ -
-
-
-
57,480
-
2(3)、7
2(3)
2(3)
2(1)
2(1)
2(3)
Table 11-1

312

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2023
Net income of
investee for the
year ended
December
31,2023
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December
31,2023
Book value of
investments in
Mainland China
as of December
31,2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December
31,2023
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
APT Electronics Co.,
Ltd.
China Crystal
Technologies Co.,Ltd.
Ufeco Technology Inc.
Huarui (Huizhou) Co.,
Ltd.
Ningbo Formosa
Epitaxy Incorporation
Jiangsu Canyang
Optoelectronics Ltd.
Developing,
manufacturing and
sale of LED
extension and chip,
module and light
instrument
Developing,
manufacturing and
sale of gallium
arsenide unit
crystal and chips
Developing,
manufacturing and
sale of LED
application
products
Research and
development,
manufacturing and
sale of LED
packaging;
research and
development,
manufacturing and
sale of backlight
module, lighting
modules and
accessories
Sales of LED chips
Manufacturing and
sales of LED
wafers and chips
$ 1,854,198
891,131
75,048
479,839
6,754
5,902,624
3
2
2
2
2
2
$ 296,108
96,084
7,818
215,687
56,843
2,576,953
$ -
-
-
-
-
15,744
$ -
-
-
-
-
-
Table 11-2
$ 296,108
96,084
7,818
215,687
56,843
2,592,697
$ -
-
-
-
-
67,667
11.69
8.97
-
-
-
97.81
$ -
-
-
-
-
66,185
$ -
-
-
-
-
1,697,687
$ -
-
-
-
-
-
2(3)
2(3)
2(3)
2(3)
2(3)
2(3)

313

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2023
Net income of
investee for the
year ended
December
31,2023
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December
31,2023
Book value of
investments in
Mainland China
as of December
31,2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December
31,2023
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
Lextar Electronics
(Suzhou) Corp.
Lextar Electronics
(Xiamen) Co.,Ltd.
Shanghai Welight
Electronic Co., LTD.
Manufacturing and
sales of LED
wafers, chips,
packages and
modules
Manufacturing
and sales of LED
packages and
modules
Wholesale and
export and import
of LED and related
electronic products
$ 3,722,205
32,759
4,695
2
2
2
$ 3,585,860
32,759
4,695
$ -
-
-
$ -
32,759
-
$ 3,585,860
-
4,695
$ 231,556
155
(
2,617)
100.00
-
51.15
$ 231,556
155
(
2,617)
$ 3,827,342
-
(
2,242)
$ -
-
-
2(2)
2(3)、6
2(2)
Table 11-3

314

Companyname Accumulated
amount of
remittance from
Taiwan to
Mainland China as
of December 31,
2023
Investment
amount approved
by the Investment
Commission of
the Ministry of
Economic Affairs
(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA
ENNOSTAR Inc.
Epistar Corporation
Lextar Electronics
Corporation
$ 436,383
$ 12,694,097
$ 3,737,600
$ 306,962
$ 13,827,776
$ 4,198,743
$ 47,374,174
$ 17,462,412
$ 9,704,674

Note 1: The investments are classified in three types; they are numbered as follows:

  1. Direct investment in Mainland China companies;

  2. Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

  3. Other ways.

Note 2: Investment income or loss in this period:

The bases for recognition of investment income or loss are classified into four types; they are numbered as follows:

  1. The financial statements that are audited by the international accounting firm which has a cooperative relationship with the R.O.C. accounting firm;

  2. The financial statements that are audited by the R.O.C. parent company’s independent auditors;

  3. The financial statements that are not audited by the independent auditors;

  4. Others.

Note 3: The amount disclosed was based on Investment Commission, MOEA Regulation No. 09704604680 announced on August 29, 2008.

Note 4: The numbers in the table shall be expressed in NTD. Foreign currencies shall be translated into NTD at the exchange rate prevailing on the financial reporting date.

Note 5: The ‘amounts’ are expressed in thousands of New Taiwan dollars.

Note 6:Lextar Electronics (Xiamen) Co., Ltd. had applied for deregistration in January 2023 and remitted the residual property amounting to USD 297,928.34 to LEXTAR (SINGAPORE) PTE. LTD. in Singapore, an investee in the third area. Note 7: In September 2023, Yenrich Technology Corporation transferred all the equity interests in LEADSTAR Micro-Crystal Display Corporation (Jiangsu) Ltd. to ENNOSTAR Inc. Pursuant to the Jing-Shen-II-Zi Letter No.11200120910 on September 11, 2023, the original approval of the investment of Yenrich Technology Corporation was cancelled as the transfer of LEADSTAR Micro-Crystal Display Corporation (Jiangsu) Ltd. was implemented and approved by the Investment Commission. ENNOSTAR Inc. acquired the equity interests in EADSTAR Micro-Crystal Display Corporation (Jiangsu) Ltd. in the amount of NT$ 306,962 thousand, which was the investment amount of Yenrich Technology Corporation as originally approved by the Investment Commission.

Table 11-4

315

Table 12

ENNOSTAR INC. AND SUBSIDIARIES

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas

Year ended December 31, 2023

Expressed in thousands of NTD

(Except as otherwise indicated)

Investee in
Mainland
China
Sale(purchase) Sale(purchase) Propertytransaction Propertytransaction (payable) (payable) endorsements/guarantees or endorsements/guarantees or Financing Financing Others
Amount % Amount % Balance at
December 31,2023
% Balance at
December 31,2023
Purpose Maximum
balance during
the year ended
December 31,
2023
Balance at
December 31,
2023
Interest rate Interest during
the year ended
December 31,
2023
Shenzhen Epikylin Optoelectronics
Co.,Ltd
Episky Corporation (Xiamen) Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Episky Corporation (Xiamen) Ltd.
Epicrystal (Changzhou) Co., Ltd.
Lextar Electronics (Chuzhou) Corp.
$ 328,416
925,959
(
139,305)
(
228,295)
(
538,180)
( 1,807,205)
3.02
8.52
(1.28)
(2.10)
(4.95)
(30.48)
$ -
30,455
-
-
-
-
-
1.91
-
-
-
-
$ 230,861
545,910
(
35,999)
(
57,876)
(
320,621)
(
968,433)
0.45
1.06
(0.07)
(0.11)
(0.62)
(7.14)
$ -
-
-
-
-
-
-
-
-
-
-
-
$ -
69,342
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-

Note 1: Disclosure of the transactions over 100 million New Taiwan dollars only

Table12-1

316

ENNOSTAR INC. AND SUBSIDIARIES Major Shareholders Information December 31, 2023

Table 13

Shareholding Shareholding
NumberofSharesHeld ShareholdingRatio
93,568,898 12.42

Major Shareholders AUO Corporation Table13-1

317

Appendix 5

INDEPENDENT AUDITORS’ REPORT

PWCR23000391

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, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the reports of other independent auditors, as described in the other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the these requirements. We believe that the audit evidence we have obtained is

318

sufficient and appropriate to provide a basis for our opinion.

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, 2023 are outlined as follows:

Investments accounted for using equity method-evaluation of inventories

Description

The subsidiaries of the Company is primarily engaged in manufacturing and sales of LED wafers, chips, packages and modules. Due to rapid technological developments, short product lifespans and frequent fluctuations of market prices, the risk of decline in market value and obsolescence for inventories is high. The subsidiaries of the Company evaluates net realized values for inventories which aged over a specific period of time and specific obsolete inventories in order to provide allowance for valuation loss. Since the identification of the above obsolete inventories and their respective net realizable values are subject to management’s judgment, it was identified as one of the key audit matters.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following:

  1. Obtained an understanding of the Company and subsidiaries’s operations and the nature of its industry and interviewed with management to understand the probability of future sales for those out-of-date inventories and to evaluate the reasonableness of allowance for valuation loss.

319

  1. Obtained and validated the accuracy of the detailed listings of inventories aged over a specific period of time and specific obsolete inventories. Validated information of historical sales and discounts for those obsolete inventories to assess the reasonableness of policies in providing allowance for inventory valuation loss.

Investments accounted for using equity method-impairment assessment of property, plant and equipment and goodwill

Description

The subsidiary of the Company, Epistar Corporation, and its subsidiaries measure the recoverable amounts of idle property, plant, and equipment at fair value less disposal costs; while operating property, plant, and equipment, as well as goodwill, are assessed at their in-use values. Epistar Corporation and its subsidiaries evaluate impairment of property, plant, and equipment, as well as goodwill, based on the aforementioned recoverable amounts. The assessment of the in-use value of property, plant, and equipment, as well as goodwill, involves estimating future cash flows and determining discount rates. The assumptions used in forecasting future cash flows and their estimated results have a significant impact on the assessment of the in-use value of property, plant, and equipment, as well as goodwill. Therefore, we consider this a key audit matter.

How our audit addressed the matter

We obtained an external expert appraisal report provided by the subsidiary, Epistar Corporation, and its subsidiaries, for the idle property, plant, and equipment. We assessed the valuation method used by the expert and the reasonableness of the fair value. Additionally, for the recoverable amounts of operating property, plant, and equipment, as well as goodwill, the main procedures performed are outlined as follows:

  1. Discussing with management to understand the subsidiary, Epistar Corporation, and its subsidiaries’ process for estimating future cash flows, and comparing future cash flows with the operational plan approved by the board of directors for consistency.

  2. Discussing the operational plan with management to understand its product strategy

320

and execution status.

  1. Assessing the reasonableness of the assumptions used by management to estimate future cash flows, including expected growth rates and gross profit margins. Also, evaluating the reasonableness of discount rate parameters, including the risk-free rate of return used in calculating the cost of equity capital, industry risk coefficients, and long-term market returns.

Other matter – Audit by Other Independent Auditors

We did not audit the 2023 and 2022 financial statements of certain equity investments accounted for under the equity method. Those financial statements were audited by other independent auditors, whose reports thereon were furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements and certain information disclosed in Note 13 relative to these investments, was based solely on the reports of the other independent auditors. These equity investments amounted to NT$2,630,767 thousand and NT$2,049,834 thousand, constituting 5.53% and 3.75% of the parent company only total assets as of December 31, 2023 and 2022, and their comprehensive loss (including share of loss of associates and joint ventures accounted for under equity method and share of other comprehensive income/(loss) of associates and joint ventures accounted for under equity method) amounted to NT$270,050 thousand and NT$139,085 thousand, constituting 3.84% and 67.06% of the parent company only comprehensive gain for the years then ended.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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.

321

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve

322

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

323

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 February 23, 2024

------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally[accepted in the Republic of China, and their applications in practice. ]

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

324

ENNOSTAR INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(1)
$
602,547
1
$
690,933
1
196
-
59
-
7
318,880
1
402,738
1
14,873
-
12,793
-
3
-
4
-
936,499
2
1,106,527
2
6(2) and 8
120,000
-
-
-
6(3)
46,437,729
98
53,490,974
98
6(4)
10,717
-
10,978
-
25,005
-
25,408
-
46,593,451
98
53,527,360
98
$
47,529,950
100
$
54,633,887
100
6(5)
$
-
-
$
100,000
-
130,036
-
97,222
-
7
4,093
-
3,270
-
18,930
-
27,952
-
2,709
-
1,166
-
155,768
-
229,610
-
8
-
8
-
155,776
-
229,618
-
6(7)
7,529,405
16
7,547,840
14
6(8)
46,447,060
98
46,421,664
85
6(9)
216,945
-
216,945
1
154,927
-
290,598
1
(
6,814,704) (
14)
147,022
-
6(10)
(
24,296)
-
75,010
-
6(7)
(
135,163)
- (
294,810) (
1)
47,374,174
100
54,404,269
100
$
47,529,950
100
$
54,633,887
100
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
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
2300
Other current liabilities
21XX
Current Liabilities
Non-current liabilities
2600
Other non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained
earnings(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.

325

ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(3)(11) and 7
$
336,750
100
$
244,729
100
(
7,110,131 ) (
2111) (
179,138) (
73)
(
6,773,381 ) (
2011)
65,591
27
(
6,773,381 ) (
2011)
65,591
27
(
6,773,381 ) (
2011)
65,591
27
11,094
3
7,261
3
673
-
1,969
1
56
-
195
-
(
158 )
- (
718)
-
11,665
3
8,707
4
(
6,761,716 ) (
2008)
74,298
31
6(14)
(
20,962 ) (
6) (
36,274) (
15)
($
6,782,678 ) (
2014) $
38,024
16
$
33,525
10 ($
233,252) (
95)
6(14)
(
42,586 ) (
13) (
39,989) (
17)
(
9,061 ) (
3) (
273,241) (
112)
(
251,091 ) (
75)
443,043
181
6(14)
6,262
2 (
428)
-
(
244,829 ) (
73)
442,615
181
($
253,890 ) (
76) $
169,374
69
($
7,036,568 ) (
2090) $
207,398
85
6(15)
($
9.02) $
0.05
($
9.02) $
0.05
4000
Sales revenue
5000
Operating costs
5900
Operating margin
5950
Net operating margin
6900
Operating (loss) profit
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) profit before income tax
7950
Income tax expense
8200
(Loss) profit for the year
Other comprehensive (loss) income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8330
Share of other comprehensive
income of subsidiaries, associates
and joint ventures accounted for
using equity method, components of
other comprehensive income that
will not be reclassified to profit or
loss
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 that will not
be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8380
Share of other comprehensive
income of subsidiaries, associates
and joint ventures accounted for
using equity method, components of
other comprehensive income that
will be reclassified to profit or loss
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
(Loss) earnings per share (NT$)
9750
Total basic (loss) earnings per share
9850
Total diluted (loss) earnings per
share

The accompanying notes are an integral part of these parent company only financial statements.

326

ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

2022
Balance at January 1,2022
Profit for the year
Other comprehensive income(loss) for the
year
Total comprehensive income(loss)
Appropriation of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Proceeds from issuance of share capital
Expiration of restricted employee stock
Changes in ownership interests in
subsidiaries accounted for using equity
method
Net change in equity of associates and joint
ventures
Difference between consideration and
carrying amount of subsidiaries acquired
and disposed
Proceeds from disposal of financial assets at
fair value through other comprehensive
income
Balance at December 31,2022
2023
Balance at January 1,2023
Loss for the year
Other comprehensive income (loss) for the
year
Total comprehensive loss
Appropriation of 2022 earnings
Reversal of special reserve
Decrease in treasury shares
Changes in ownership interests in
subsidiaries accounted for using equity
method
Net change in equity of associates and joint
ventures
Difference between consideration and
carrying amount of subsidiaries acquired
and disposed
Empolyee stock ownership trust cancellation
return
Proceeds from disposal of financial assets at
fair value through other comprehensive
income
Balance at December 31,2023
Notes Share capital - common
stock
Capital surplus Retained earnings Other equityinterest Other equityinterest Other equityinterest Treasuryshares Total equity
Legal reserve Special reserve Unappropriated retained
earnings (accumulated
deficit)
d Cumulative
translation
ifferences of foreign
operations
Unrealised gains (losses)
from financial assets
measured at fair value
through other
comprehensive income

6(9)
6(7)
6(8)
6(8)
6(8)
6(8)

6(9)(10)

6(7)
6(8)
6(8)
6(8)

6(8)

6(9)(10)
$
6,852,514
-
-
-
-
-
-
700,000
(
4,674 )
-
-
-
-
$
7,547,840
$
7,547,840
-
-
-
-
(
18,435 )
-
-
-
-
-
$
7,529,405
$
43,830,638
-
-
-
-
-
-
2,927,400
4,674
(
257,645 )
104,634
(
188,037 )
-
$
46,421,664
$
46,421,664
-
-
-
-
(
141,212 )
87,548
59,445
19,564
51
-
$
46,447,060
$
-
-
-
-
216,945
-
-
-
-
-
-
-
-
$
216,945
$
216,945
-
-
-
-
-
-
-
-
-
-
$
216,945
$
-
-
-
-
-
290,598
-
-
-
-
-
-
-
$
290,598
$
290,598
-
-
-
(
135,671 )
-
-
-
-
-
-
$
154,927
$
2,169,446
38,024
19,477
57,501
(
216,945 )
(
290,598 )
(
1,365,881 )
-
-
-
-
(
45,848 )
(
160,653 )
$
147,022
$
147,022
(
6,782,678 )
6,604
(
6,776,074 )
135,671
-
(
160,135 )
-
-
-
(
161,188 )
($
6,814,704 )
($
406,535 )
-
442,615
442,615
-
-
-
-
-
-
-
3
-
$
36,083
$
36,083
-
(
244,829 )
(
244,829 )
-
-
-
-
-
-
-
($
208,746 )
$
170,992
-
(
292,718 )
(
292,718 )
-
-
-
-
-
-
-
-
160,653
$
38,927
$
38,927
-
(
15,665 )
(
15,665 )
-
-
-
-
-
-
161,188
$
184,450
($
294,810 )
-
-
-
-
-
-
-
-
-
-
-
-
($
294,810 )
($
294,810 )
-
-
-
-
159,647
-
-
-
-
-
($
135,163 )
$
52,322,245
38,024
169,374
207,398
-
-
(
1,365,881 )
3,627,400
-
(
257,645 )
104,634
(
233,882 )
-
$
54,404,269
$
54,404,269
(
6,782,678 )
(
253,890 )
(
7,036,568 )
-
-
(
72,587 )
59,445
19,564
51
-
$
47,374,174

The accompanying notes are an integral part of these parent company only financial statements.

327

ENNOSTAR INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Interest expense
Interest income
Share of loss (profit) of associates and joint ventures
accounted for using equity method

Compensation distributed to subsidiaries’ employees
Changes in operating assets and liabilities
Changes in operating assets
Other receivables-related parties
Prepayments
Other current assets
Changes in operating liabilities
Other payables
Other payables-related parties
Other current liabilities
Cash inflow (outflow) generated from operations
Dividend received
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in current financial assets at amortised cost
Acquisition of investments accounted for using equity
method
Acquisition of property, plant and equipment

Decrease (increase) in refundable deposits
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans

Decrease in guarantee deposits received

Proceeds from issuance of share capital
Cash dividends paid
Employee stock ownship trust cancellation return
Net cash flows (used in) from 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
YearendedDecember 31
Notes
2023
2022
($
6,761,716 )
$
74,298
6(4)(12)
1,395
895
158
718
(
11,094 ) (
7,261 )
6(3)
6,781,735
(
67,110 )
-
(
1,494 )
83,858
(
343,174 )
(
2,080 ) (
10,294 )
1
(
4 )
34,137
(
198,537 )
823
(
43,455 )
1,543
378
128,760
(
595,040 )
731,003
1,881,651
10,957
7,202
(
158 ) (
718 )
(
29,983 ) (
8,312 )
840,579
1,284,783
(
120,000 )
-
(
706,962 ) (
2,814,135 )
6(16)
(
2,457 ) (
9,984 )
403
(
25,000 )
(
829,016 ) (
2,849,119 )
6(17)
(
100,000 ) (
50,000 )
6(17)
-
(
2 )
-
3,627,400
-
(
1,365,881 )
51
-
(
99,949 )
2,211,517
(
88,386 )
647,181
690,933
43,752
$
602,547
$
690,933

The accompanying notes are an integral part of these parent company only financial statements.

328

ENNOSTAR INC.

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

1. HISTORY AND ORGANIZATION

Ennostar Inc. (the “Company”) was incorporated on January 6, 2021. The Company’s share have been traded on the Taiwan Stock Exchange in the Republic of China since the date of its incorporation. The share exchange transaction, wherein the Company was established by Epistar Corporation ( “Epistar”) and acquired all issued and outstanding ordinary shares of Epistar and Lextar Electronics Corporation (“ Lextar”) by way of share exchange, has been approved both at Epistar’s board meeting on June 18, 2020 and special shareholders’ meeting on August 7, 2020. The share exchange was conducted at an exchange ratio of 1 ordinary share of Epistar and Lextar for 0.5 and 0.275 ordinary share of the Company respectively. As a result, Epistar and Lextar became wholly-owned subsidiaries of the Company on January 6, 2021, and both of Epistar’s and Lextar’s ordinary shares have been delisted while the ordinary shares of the Company were listed starting from the same date under the symbol “3714”. The Company was mainly engaged in the management of investee business.

  1. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These parent company only financial statements were authorized for issuance by the Board of Directors on February 23, 2024.

  1. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS[®] ”) Accounting Standards as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by FSC and became effective from 2023 are as follows:

(“FSC”)
New standards, interpretations and amendments endorsed by FSC and
are as follows:
became effective from 2
New Standards,Interpretations and Amendments Effective date
Announced by
International
Accounting
Standards Board(IASB)
Amendments to IAS 1, ‘Disclosure of accounting policies’
Amendments to IAS 8, ‘Definition of accounting estimates’
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities
arising from a single transaction’
Amendments to IAS 12, ‘International tax reform - pillar two model
rules’
January 1, 2023
January 1, 2023
January 1, 2023
May 23, 2023

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

329

(2) Effect of new issuances of or amendments to IFRS Accounting Standards as endorsed by the FSC but not yet adopted by the Company

New standards, interpretations and amendments endorsed by FSC effective from 2024 are as follows:

Effective date Announced by New Standards, Interpretations and Amendments IASB Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ January 1, 2024 Amendments to IAS 1, ‘Classification of liabilities as current or nonJanuary 1, 2024 current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ January 1, 2024 Amendments to IAS 7 and IFRS 7, ‘Supplier finance arrangements’ January 1, 2024 The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRS Accounting Standards as endorsed by the FSC are as follows:

Effective date Announced by New Standards, Interpretations and Amendments IASB Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by between an investor and its associate or joint venture’ IASB IFRS 17, ‘Insurance contracts’ January 1, 2023 Amendments to IFRS 17, ‘Insurance contracts’ January 1, 2023 Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – January 1, 2023 comparative information’ Amendments to IAS 21, ‘Lack of exchangeability’ January 1, 2025

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

  • (2) Basis of preparation

  • A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:

    • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

    • (b) Financial assets at fair value through other comprehensive income.

    • (c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in compliance with International Financial Reporting Standards, International Accounting Standards, IFRIC[®] Interpretations, and SIC[®] Interpretations

330

as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

  • (3) Foreign currency translation

  • Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.

Foreign currency transactions and balances

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss as part of the fair value gain or loss. Nonmonetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within “other gains and losses”.

  • (4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realized within twelve months from the balance sheet date;

    • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (a) Liabilities that are expected to be settled within the normal operating cycle;

    • (b) Liabilities arising mainly from trading activities;

    • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

    • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known

331

amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (6) Financial asset at amortised cost

  • A. Financial assets at amortised cost are those that meet all of the following criteria:

    • (a) The objective of the Company’s business model is achieved by collecting contractual cash flows.

    • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.

  • D. The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

  • (7) Derecognition of financial assets

The Company derecognizes a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows from the financial assets have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial assets.

  • C. The Company neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.

  • (8) Investments accounted for using equity method/ subsidiaries and assoaciates

  • A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Company are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • C. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise losses proportionate to its ownership.

  • D. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • E. When the Company loses control of a subsidiary, the Company remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or

332

liabilities were disposed of. That is, when the Company loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • F. Associates are all entities over which the Company has significant influence but no control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using equity method and are initially recognized at cost.

  • G. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • H. When changes in an associate’s equity that are not recognized in profit or loss or other comprehensive income of the associate and such changes does not affect the Company’s ownership percentage of the associate, the Company recognizes change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • I. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • J. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for using equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • K. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.

  • L. When the Company disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • M. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • N. Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent

333

company only financial statements shall equal to the amount attributable to owners of the parent in the financial statements prepared with basis for consolidation. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the financial statements prepared with basis for consolidation.

  • (9) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Office equipment 2 ~ 20 years Leasehold improvements 3 ~ 15 years

(10) Impairment of non-financial assets

  • A. The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

  • B. The recoverable amounts of goodwill and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

(11) Borrowings

  • A. Borrowings comprise of long-term and short-term bank borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

334

  • B. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawn-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

  • (12) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

  • (13) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B. Pensions

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • C. Employees’ compensation and directors’ remuneration

    • Employees’ compensation and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
  • (14) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year when the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

335

(15) Share capital

  - A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  - B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
  • (16) Dividends

    • Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s Board of Directors. Cash dividends are recorded as liabilities.
  • CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

  • (1) Critical judgments in applying the Company’s accounting policies None.

  • (2) Critical accounting estimates and assumptions

  • (1)Investments accounted for using equity method-evaluation of inventories

    • As inventories are stated at the lower of cost and net realizable value, the subsidiaries of the Company must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the subsidiaries of the Company evaluates the amounts of obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation. As of December 31, 2023, the carrying amount of inventories of the subsidiaries of the Company was $4,216,492.
  • (2)Investments accounted for using equity method-evaluation of impairment loss of goodwill The evaluation of impairment loss of goodwill relies on the subjective judgment of the subsidiaries of the Company, including identifying cash-generating units and allocating assets, liabilities and goodwill to relevant cash-generating units, and determining the recoverable amount of the relevant cash-generating units. For the assessment of goodwill impairment, please refer to the Note 6(11).

6. DETAILS OF SIGNIFICANT ACCOUNTS

  • (1) Cash and cash equivalents
TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Demand deposits
Time deposits
Bonds sold under repurchase agreement
December31,2023
299,476
$ 303,071
-
602,547
$
December31,2022
150,933
$ 500,000
40,000
690,933
$

The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

336

(2) Financial assets at amortised cost

Items
December31,2023
December 31, 2022 December 31, 2022
Non-current items:
Time despoits 120,000
$
$ -
inancial assets at amortised cost
Items
December31,2023
December 31, 2022
on-current items:
Time despoits
120,000
$ -
$
inancial assets at amortised cost
Items
December31,2023
December 31, 2022
on-current items:
Time despoits
120,000
$ -
$
inancial assets at amortised cost
Items
December31,2023
December 31, 2022
on-current items:
Time despoits
120,000
$ -
$
inancial assets at amortised cost
Items
December31,2023
December 31, 2022
on-current items:
Time despoits
120,000
$ -
$
A. Amounts recognized in profit or loss in relation to financial assets at amortised cost are listed
below:
Year end Year end
December31,2023 December31, 2022
Interest income 489
$
$ -
  • B. As of December 31, 2023 and 2022, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Company was $120,000 and $0, respectively.

  • C. Details of the Company’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.

  • D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2). The counterparties of the Company’s investments in certificates of deposit are financial institutions with high credit quality, so the Company expects that the probability of counterparty default is remote.

(3) Investments accounted for using equity method

default is remote.
Investments accounted for using equity method
Subsidiaries:
Epistar Corporation
Lextar Electronics Corporation
Amengine Corporation
Harvestar Investment Corp.
Calystar Investment Corp.
Precistar Investment Corp.
Praistar Investment Corp.
Manastar Investment Corp.
Unikorn Semiconductor Corporation
Associates:
Tyntek Corporation
GCS Holdings, Inc.
LEADSTAR Micro-Crystal Display
Corporation (JiangSu) Ltd.
December31,2023
32,871,412
$ 11,015,335
14,494
706,482
366,250
49,086
27,542
974
107,389
45,158,964
622,100
$ 309,374
347,291
1,278,765
46,437,729
$
December31,2022
39,769,781
$ 11,152,889
25,747
849,744
409,063
49,004
49,004
981
179,217
52,485,430
594,097
$ 411,447
-
1,005,544
53,490,974
$

A. Subsidiaries

  • Information on subsidiaries is provided in Note 4(3) of the 2023 consolidated financial statements.

  • B. Associates

The carrying amount of the Company’s interests in all individually immaterial associates and the

337

Company’s share of the operating results are summarized below:

As of December 31, 2023 and 2022, the carrying amount of the Company’s individually immaterial associates amounted to $1,278,765 and $1,005,544, respectively.

Atrribute to the Company:
Loss for the period from
continuing operations
Other comprehensive income
Total comprehensive loss
Year ended December
31,2023
Year ended December
31,2022
82,588)
($ 7,252
75,336)
($
81,684)
($ 16,565
65,119)
($
  • C. The investment (loss) gain from equity method investees for the years ended December 31, 2023 and 2022 amounted to ($6,781,735) and $67,110, respectively.

  • D. The other comprehensive gain(loss) from equity method investees for the years ended December 31, 2023 and 2022 amounted to ($253,890) and $169,374, respectively.

  • E. The fair value of the Company’s material associates with quoted market prices is as follows:

December31,2023
Tyntek Corporation
442,661
$ GCS Holdings, Inc.
288,896
731,557
$
December31,2022
395,063
$ 352,092
747,155
$

(4) Property, plant and equipment

At January 1, 2023
Cost
Accumulated depreciation and impairment
2023
Opening net book amount at January 1
Additions
Depreciation charge
Closing net book amount at December 31
At December 31, 2023
Cost
Accumulated depreciation and impairment
Office
equipment
Leasehold
improvements
Total
11,062
$ 11,944
$ 843)
(
966)
(
10,219
$ 10,978
$ 10,219
$ 10,978
$ 637
1,134
1,178)
(
1,395)
(
9,678
$ 10,717
$ 11,699
$ 13,078
$ 2,021)
(
2,361)
(
9,678
$ 10,717
$
Total
882
$ 123)
(
759
$ 759
$ 497
217)
(
1,039
$ 1,379
$ 340)
(
1,039
$
10,717
$

338

Construction in Construction in
progress and
Office Leasehold equipment to
equipment improvements be inspected Total
At January 1, 2022
Cost $ 414
$ 4,678 $ 5,136
$ 10,228
Accumulated depreciation and impairment ( 32) ( 39)
- ( 71)
$ 382 $ 4,639 $ 5,136 $ 10,157
2022
Opening net book amount at January 1 $ 382
$ 4,639 $ 5,136
$ 10,157
Additions 468 - 1,248 1,716
Transfer - 6,384 ( 6,384) -
Depreciation charge ( 91) ( 804)
- ( 895)
Closing net book amount at December 31 $ 759 $ 10,219 $ - $ 10,978
At December 31, 2022
Cost $ 882
$ 11,062 $ -
$ 11,944
Accumulated depreciation and impairment ( 123)
( 843)
- ( 966)
$ 759 $ 10,219 $ - $ 10,978
Short-term borrowings
December 31, 2023: None.
Type of borrowings December 31, 2022 Interest rate range
Collateral
Bank borrowings
Unsecured borrowings $ 100,000 1.86% None

(5) Short-term borrowings

(6) Pensions

A. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • B. The pension costs under the defined contribution pension plans of the Company for the years ended December 31, 2023 and 2022 were $12,066 and $4,001, respectively.

(7) Share capital

A. As of December 31, 2023, the Company’s authorized capital was $15,000,000, consisting of 1,500,000 thousand shares of ordinary stock (including 50,000 thousand shares reserved for employee stock options), and the paid-in capital was $7,547,840 with a par value of $10 (in dollars) per share.

Movements of the Company’s outstanding ordinary shares are as follows (expressed in thousands of shares):

At January 1
Issuance of ordinary shares - private placement
Expiration of restricted employee stock
At December 31
2023
2022
751,658
682,125
-
70,000
-
467)
(
751,658
751,658

339

  • B. The stockholders at their annual stockholders’ meeting on May 31, 2022 adopted a resolution to raise additional cash through private placement with the effective date set on July 8, 2022, which will be used for capital expenditure of constructing/building a 6-inch wafer plant for Micro LEDs and purchasing the equipment related to epitaxy and LED chips, etc. The resolution issue 70,000 thousand shares of ordinary shares at a price of NT$51.82 per share for a total amount of $3,627,400 through private placement and had been registered. Pursuant to the Securities and Exchange Act of the ROC, the common shares raised through the private placement are subject to certain transfer restrictions and cannot be listed on the stock exchange until three years after they have been issued and have applied for retroactive handling of public issuance procedures. Other than these restrictions, the rights and obligations of the ordinary shares raised through the private placement are the same as other issued common shares.

  • C. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

re as follows:
Reason for reacquisition (Unit: share in thousands/ dollars in thousands)
At January 1
Issuance of ordinary shares under
business combination
Increase
Decrease
At December 31
Bookvalue
1,282
- - 1,282
135,163
$ 1,844
- ( 1,844) -
-
At January 1
Issuance of ordinary shares under
business combination
Increase
Decrease
At December 31
Bookvalue
1,282
- -
1,282
135,163
$ 1,844
- -
1,844
159,647
Year ended December 31, 2022
Year ended December 31, 2023
Held by subsidiaries
Redemption shares held by
objecting shareholders
Reason for reacquisition
Held by subsidiaries
Redemption shares held by
objecting shareholders

Note Effect of conversion under joint share conversion agreement.

  • (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (d) Pursuant to the rules governing share repurchase by the Company, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

340

D. Information of the Company’s shares held by subsidiaries as follows:

Lighting Investment Corporation
Book value
Fair value
Epistar Corporation
Book value
Fair value
December31,2023
1,282 thousand shares
135,163
$ 59,374
$ -
-
$ -
$
December31,2022
1,282 thousand shares
135,163
$ 57,386
$ 1,844thousand shares
159,647
$ 82,497
$

(8) Capital surplus

Pursuant to the Company Act, capital surplus, including additional paid-in capital in excess of par and donation, shall be exclusively used to cover accumulated deficit or to issue new stock or cash to shareholders in proportion to their ownership when the Company has no accumulated deficit. However, pursuant to the R.O.C. Securities and Exchange Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stock and donations can be capitalized once a year, provided that the Company has no accumulated deficit and the amount to be capitalized does not exceed 10% of the paid-in capital.

At January 1
Decrease in treasury shares

Change in net equity of associates and
joint ventures accounted for using
equity method
Difference between consideration
and carrying amount of subsidiaries
acquired or disposed
Changes in ownership interests in
subsidiaries accounted for using equity
method
Employee stock ownership
trust cancellation return
At December 31
2023
Treasury share
Sharepremium
transactions
45,877,291
$ 114,876
$ 112,052)
(
29,160)
(
-
-
-
-
-
1,037
51
-
45,765,290
$ 86,753
$
Changes in ownership
interests in subsidiaries
accounted for
usingequitymethod
275,200
$ -
-
19,564
86,511
-
381,275
$
Change in net equity of
associates and joint ventures
accounted for using equity
method
154,297
$ -
59,445
-
-
-
213,742
$

341

At January 1
Issuance of ordinary shares - private
placement
Change in net equity of associates and
joint ventures accounted for using
equity method
Difference between consideration
and carrying amount of subsidiaries
acquired or disposed
Changes in ownership interests in
subsidiaries accounted for using equity
method
Expiration of restricted employee
stock
At December 31
Treasury share
Changes in ownership
interests in subsidiaries
accounted for
Change in net equity of
associates and joint ventures
accounted for using equity
Sharepremium
transactions
usingequitymethod
method
42,894,615
$ 115,823
$ 770,537
$ 49,663
$ 2,927,400
-
-
-
-
-
-
104,634
7,754
-
195,791)
(
-
42,848
947)
(
299,546)
(
-
4,674
-
-
-
45,877,291
$ 114,876
$ 275,200
$ 154,297
$ 2022

(9) Retained earnings

  • A. In accordance with the Company’s Articles of Incorporation, 10% of current year’s earnings, after paying all taxes and dues and covering prior years’ losses, shall be appropriated as legal reserve until the total equals the issued share capital. Special reserve shall be appropriated or reversed when needed. The remaining earnings along with the prior years’ accumulated unappropriated earnings are considered as distributable earnings, and shall be distributed by the Board of Directors. When issuing new shares, the distribution shall be submitted to the resolution of the Shareholders’ Meeting. If it is in cash, it shall be resolved by the Board of Directors. The distribution shall be based on the proportion of shares held by each shareholder.

  • B. The Company appropriates earnings based on the factors such as current and future investment environment, capital needs, domestic and overseas competition and capital budget, along with the consideration of shareholders’ interest and capital adequacy. The appropriation of cash dividends shall not be lower than 10% of the total dividend appropriated to shareholders.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the special reserve is reversed accordingly and could be included in the distributable earnings.

  • E. The appropriations of 2023 loss and dividends had been approved in the Board of Directors on February 23, 2024. It was decided to offset the loss with capital surplus and distribute cash dividends of $677,646 (0.9 dollar per share).

  • F. The appropriations of 2022 earnings had been approved in the shareholders’ meeting on May 31, 2023, and decided not to distribute cash dividends.

  • G. The appropriations of 2021 earnings approved in the shareholders’ meeting on May 31, 2022 are as follows:

342

Legal reserve appropriated
Special reserve appropriated
Cash dividends distributed
Amount
Dividends per share
(indollars)
216,945
$ 290,598
$ 1,365,881
$ 2
$ 2021

The abovementioned distribution of earnings for the year of 2021 was in agreement with those amounts proposed by the Board of Directors on February 24, 2022. (10) Other equity items

(10)Other equity items
2023
Currencytranslation Unrealizedgain or loss Total
At January 1 $ 36,083 $ 38,927 $ 75,010
Revaluation - gross - 25,484 25,484
Revaluation - tax - ( 41,149) ( 41,149)
Disposal of investments in equity
instruments designated at fair value
through other comprehensive income - 161,188 161,188
Currency translation
–Group ( 251,091) - ( 251,091)
–Tax on Group 6,262 - 6,262
At December 31 ($ 208,746) $ 184,450 ($ 24,296)
2022
Currencytranslation Unrealized gain or loss Total
At January 1 ($ 406,535) $ 170,992 ($ 235,543)
Revaluation - gross - ( 256,584) ( 256,584)
Revaluation - tax - ( 36,134) ( 36,134)
Difference on carrying amounts of
subsidiaries acquired and disposed 3 - 3
Disposal of investments in equity
instruments designated at fair value
through other comprehensive income - 160,653 160,653
Currency translation
–Group 443,043 - 443,043
–Tax on Group ( 428)
- ( 428)
At December 31 $ 36,083 $ 38,927 $ 75,010
(11)Operating revenue
Year ended December Year ended December
31,2023 31, 2022
Share of gain of associates and joint $ - $ 67,110
ventures accounted for using equity method
Other operating revenue 336,750 177,619
$ 336,750 $ 244,729

343

(12) Expenses by nature

Expenses by nature
Employee benefit expenses
Employee benefit expenses
Depreciation charges on property, plant and
equipment
Wages and salaries
Labor and health insurance expenses
Pension costs
Other personnel expenses

Year ended December
31,2023
276,800
$ 1,395
$ Year ended December
31,2023
Year ended December
31, 2022
147,653
$ 895
$ Year ended December
31,2022
240,020
$ 15,566
12,066
9,148
276,800
$
131,605
$ 8,323
4,001
3,724
147,653
$

(13) Employee benefit expenses

  • A. According to the Articles of Incorporation of the Company, the Company shall distribute employees’ compensation and directors’ remuneration based on 0.1%~15% and no higher than 2% of the distributable profit of the current period, respectively. If the Company has accumulated deficit, earnings should be reserved to cover losses.

  • B. For the year ended December 31, 2023, the employees’ compensation and directors’ remuneration was not estimated, because the Company incurred a loss during this period. For the year ended December 31, 2022, the employees’ compensation was accrued at $3,952 and the directors’ remuneration was accrued at $790, respectively.

  • C. The Company's Board of Directors, on February 23, 2023, resolved not to distribute directors' remuneration for 2022. The difference of $790 between the director's remuneration account and the proposed distribution amount has been listed as profit and loss for 2023.

  • D. Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (14) Income tax

  • A. Income tax expense

    • (a) Components of income tax expense :
website of the Taiwan Stock Exchange.
e tax
ome tax expense
Components of income tax expense :
Current tax on profits for the period
Prior year income tax (overestimation)
underestimation
Tax on undistributed surplus earnings
Income tax expense
Year ended December
31,2023
Year ended December
31,2022
25,849
$ 6,513)
(
1,626
20,962
$
16,394
$ 5,079
14,801
36,274
$

(b) The income tax relating to components of other comprehensive income is as follows:

344

==> picture [483 x 460] intentionally omitted <==

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

Year ended December Year ended December
31, 2023 31, 2022
Change in fair value of financial assets $ 40,722 $ 36,629
at fair value through other
comprehensive income
Currency translation differences ( 1,725) 168
Share of other comprehensive income of ( 235)
( 4,110)
associates
Remeasurement of defined benefit
obligations 1,437 3,855
Total $ 36,324 $ 40,417
B. Reconciliation between income tax expense and accounting profit
Year ended December Year ended December
31, 2023 31, 2022
-
Tax calculated based on profit before tax $ $ 14,860
and statutory tax rate
Expenses disallowed & tax exempt income by 21,859 14,958
tax regulation
Temporary differences not recognised as 3,990 ( 13,424)
deferred tax assets
Prior year income tax (overestimation) ( 6,513)
5,079
underestimation
Tax on undistributed surplus earnings 1,626 14,801
Income tax expense $ 20,962 $ 36,274
C. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as
follows : None.
D. The amounts of deductible temporary difference that are not recognised as deferred tax assets are
as follows:
December 31, 2023 December 31, 2022
Deductible temporary differences $ 19,963 $ 67,116
----- End of picture text -----

E. The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority.

345

(15) Earnings (loss) per share

==> picture [505 x 100] intentionally omitted <==

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

Year ended December 31, 2023
Weighted average
number of outstanding
ordinary shares Loss per share
Amount after tax (share in thousands) (in dollars)
Basic loss per share
Loss for the period ($ 6,782,678) 751,658 ($ 9.02)
----- End of picture text -----

number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
Basic loss per share
Loss for the period
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
number of outstanding
ordinary shares
Loss per share
Amount after tax
(share in thousands)
(in dollars)
6,782,678)
($ 751,658
9.02)
($
(16)
(17)
Supplemental cash flow information
Investing activities with partial cash payments
Changes in liabilities from financing activities
Weighted average
number of outstanding
ordinary shares
Earnings per share
Amount after tax
(share in thousands)
(in dollars)
Basic earnings per share
Profit for the period
38,024
$ 715,603
0.05
$ Diluted earnings per share
Profit for the period
38,024
$ 715,603
Assumed conversion of all dilutive potential
ordinary shares
Employees' compensation
-
496
Profit attributable to ordinary shareholders of
the parent plus assumed conversion of all
dilutive potential ordinary shares
38,024
$ 716,099
0.05
$ Year ended December31,2022
Year ended December
31,2023
Year ended December
31,2022
Purchase of property, plant and equipment
1,134
$ 1,716
$ Add: Opening balance of payable
on equipment
1,733
10,001
Less: Ending balance of payable
on equipment
410)
(
1,733)
(
Cash paid during the period
2,457
$ 9,984
$ Short-term
borrowings
Guarantee
deposits
received
Liabilities from
financing activities-
gross
At January 1
100,000
$ 8
$ 100,008
$ Changes in cash flow from financing
activities
100,000)
(
-
100,000)
(
At December 31
-
$ 8
$ 8
$ 2023
Year ended December31,2022
Earnings per share
(in dollars)
0.05
$
0.05
$
$ (
$
1,134
1,733
410)
2,457
2023
1,716
$ 10,001
1,733)
(
9,984
$ Liabilities from
financing activities-
gross
100,008
$ 100,000)
(
8
$
$

At January 1
Changes in cash flow from financing
activities
At December 31
Short-term
borrowings
Guarantee
deposits
received
100,000
$ 100,000)
(
-
$
8
$ -
8
$

346

7. RELATED PARTY TRANSACTIONS
(1)Names of related parties and relationship
(2)Significant related party transactions and balances
A. Operating revenue:
Service agreements are all signed with related parties, so there is no comparable object.
B. Receivables from related parties:
The other receivables from related parties mainly from service. Receivables are not pledged to
others and without interest and allowance for uncollectible accounts receivable.
C. Payables from related parties:
Short-term
borrowings
Guarantee
deposits
received
Liabilities from
financing activities-
gross
At January 1
150,000
$ 10
$ 150,010
$ Changes in cash flow from financing
activities
50,000)
(
2)
(
50,002)
(
At December 31
100,000
$ 8
$ 100,008
$ 2022
Names of relatedparties
Relationship with theCompany
Epistar Corporation
Subsidiary of the Company
Lextar Electronics Corporation
Subsidiary of the Company
Amengine Corporation
Subsidiary of the Company
Unikorn Semiconductor Corporation
Subsidiary of the Company
Yenrich Technology Corporation
Subsidiary of the Company
Epistar Corporation
218,261
$ 128,117
$ Lextar Electronics Corporation
107,139
47,515
Other subsidiaries
11,350
1,987
Total
336,750
$ 177,619
$ Year ended December
31,2023
Year ended December
31,2022
December31,2023
December31,2022
Other receivables:
Epistar Corporation
79,153
$ 37,474
$ Lextar Electronics Corporation
36,185
13,254
Unikorn Semiconductor Corporation
3,504
1,856
Other subsidiaries
38
154
118,880
$ 52,738
$ December31,2023
December31,2022
Other payables:
Epistar Corporation
4,035
$ 3,252
$ Lextar Electronics Corporation
58
18
4,093
$ 3,270
$
(1)
(2)

347

D. Prepaid expense

D. Prepaid expense
E. Loans to /from related parties:
(a) Loans to related parties:
(i) Outstanding balance:
(ii) Interest income
Epistar Corporation
Unikorn Semiconductor Corporation
Unikorn Semiconductor Corporation
December31,2023
1,408
$ December31,2023
200,000
$ Year ended December
31,2023
December31,2022
1,495
$ December31,2022
350,000
$ Year ended December
31,2022
5,945
$
1,705
$

The loans to associates are repayable monthly carry interest at 1.7%~2.15% per annum for the years ended December 31, 2023 and 2022.

(b) Loans from related parties:

Interest expense

Lextar Electronics Corporation Year ended December
31, 2023
Year ended December
31, 2022
-
$ 124
$

There were no outstanding balance of loans from related parties as of December 31, 2023 and 2022, respectively . The loans from associates are repayable monthly carry interest at 1.7% per annum for the years ended December 2022.

(3) Key management compensation

(3)Key management compensation (3)Key management compensation (3)Key management compensation
PLEDGED ASSETS
Salaries and other short-term employee benefits
Termination benefits
Total
Pledged asset
December31,2023
Time deposits
(Shown in "Non-current
financial assets at
amortised cost")
120,000
$ Book
Year ended December
31,2023
Year ended December
31,2022
53,168
$ 83,390
$ 3,896
324
57,064
$ 83,714
$ December31,2022
Purpose
-
$ Long-term borrowings
value
Year ended December
31,2023
Year ended December
31,2022
December31,2023 December31,2022
Time deposits
(Shown in "Non-current
financial assets at
amortised cost")
120,000
$
-
$

8. PLEDGED ASSETS

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT

COMMITMENTS

None.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

In order to revitalize assets and improve the efficiency of the Company's asset use, after integrating the Company's factory space in Taiwan, the Company plans to replace the Zhunan Keyan Road factory building planning with the existing Epistar Corporation’s factory area. Therefore, on January 19, 2024,

348

the Board of Directors decided to sell it based on the negotiation results between the buyer and the seller. The plant on Keyan Road in Zhunan was sold to Polaris Biopharmaceuticals, Inc.

12. OTHERS

(1) Capital risk management

The Company’s capital management policy is established taking into account the industry characteristics, the Company’s future development and changes in external environments. The Company plans the working capital, capital expenditures, investments and dividends required for the future based on the capital management policy, makes financial analysis, and examines its capital structure periodically and makes appropriate adjustments to ensure that every company within the Company may grow and operate indefinitely.

(2) Financial instruments

  • A. Financial instruments by category
mpany may grow and operate indefinitely.
nancial instruments
Financial instruments by category
Financial assets
Financial assets at amortised cost
Cash and cash equivalents
Financial assets at amortised cost
Other receivables (including related parties)
Guarantee deposits paid
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Other payables (including related parties)
Guarantee deposits received
December31,2023
602,547
$ 120,000
319,076
25,005
1,066,628
$ -
$ 134,129
8
134,137
$
December31,2022
690,933
$ -
402,797
25,408
1,119,138
$
100,000
$ 100,492
8
200,500
$
  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk.

  • (b) The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Company operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Exchange rate risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. The company are required to hedge their entire foreign exchange risk exposure with the Company treasury.

  • iii. The Company’s businesses involve some non-functional currency operations (the functional currency of the Company is NTD. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

349

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Non-monetary items
USD:NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
RMB:NTD
Financial liabilities
Non-monetary items
USD:NTD
Foreign currency
amount
(inthousands)
161
$ 19
11
$
Book value
Exchangerate
(inthousands ofNTD)
30.7050
4,959
$ 4.3270
80
30.7050
335
$ December31,2023
December31,2022
Foreign currency
amount
(inthousands)
38
$ 19
15
$
Book value
Exchangerate
(in thousands of NTD)
30.7100
1,181
$ 4.4080
82
30.7100
471
$

350

iv. Please refer to the following table for the details of unrealized exchange gain (loss) arising from significant foreign exchange variation on the monetary items held by the Company. Year ended December 31, 2023

iv. Please refer to the following table for the details of unrealized exchange gain (loss) arising
from significant foreign exchange variation on the monetary items held by the Company.
YearendedDecember31,2023
iv. Please refer to the following table for the details of unrealized exchange gain (loss) arising
from significant foreign exchange variation on the monetary items held by the Company.
YearendedDecember31,2023
iv. Please refer to the following table for the details of unrealized exchange gain (loss) arising
from significant foreign exchange variation on the monetary items held by the Company.
YearendedDecember31,2023
iv. Please refer to the following table for the details of unrealized exchange gain (loss) arising
from significant foreign exchange variation on the monetary items held by the Company.
YearendedDecember31,2023
v. Analysis of foreign currency market risk arising from significant foreign exchange
variation:
Foreign currency
amount
Book value
(inthousands)
Exchangerate
(inthousands ofNTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
-
$ 30.7050
107
$ RMB:NTD
-
4.3270
4)
(
Financial liabilities
Monetary items
USD:NTD
-
$ 30.7050
8
$ Unrealized exchangegain(loss)
Foreign currency
amount
Book value
(in thousands)
Exchangerate
(in thousands of NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
RMB:NTD
-
$ 4.4080
2)
($ Financial liabilities
Monetary items
USD:NTD
-
$ 30.7100
4)
($ Year ended December 31, 2022
Unrealized exchange gain (loss)
Degree ofvariation
Effect on profit
or loss
Effect on other
comprehensiveincome
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
1%
50
$ -
$ RMB:NTD
1%
1
-
Financial liabilities
Non-monetary items
USD:NTD
1%
3)
($ -
$ YearendedDecember31,2023
Sensitivity analysis
Degree ofvariation
1%
1%
1%
Effect on profit
or loss
50
$ 1
3)
($
-
$ -
-
$

351

==> picture [450 x 211] intentionally omitted <==

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

Year ended December 31, 2022
Sensitivity analysis
Effect on profit Effect on other
Degree of variation or loss comprehensive income
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 12 $ -
RMB:NTD 1% 1 -
Financial liabilities
Non-monetary items
USD:NTD 1% ($ 5) $ -
Cash flow and interest rate risk
----- End of picture text -----

  • i. The Company’s interest rate risk arises from bank deposits and borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk.

  • ii. Based on the simulations performed on sensitivity analysis for interest rate risk, the maximum impact on post-tax profit of a 0.1% shift would be increased/decreased of $ 432and $846 for the years ended December 31, 2023 and 2022. The simulation is done on a quarterly basis to ensure that the potential maximum loss is within the limit set by the management.

  • (b) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and external regulatory or legal requirements.

  • ii. Surplus cash are invested in interest bearing current accounts, time deposits, money market deposits and marketable securities, with appropriate maturities or sufficient liquidity to provide sufficient headroom and meet the above-mentioned forecasts. As of December 31, 2023 and 2022, the Company held money market position of $ 602,547and $690,933 and those are expected to readily generate cash inflows for managing liquidity risk.

  • iii. The Company has the following undrawn borrowing facilities:

Floating rate:
Expiring within one year
Expiring beyond one year
December31,2023
2,450,000
$ 3,350,000
5,800,000
$
December 31, 2022
2,500,000
$ 4,140,000
6,640,000
$
  • iv. The table below shows analysis of the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

352

Non-derivative financial liabilities:

Non-derivative financial liabilities:
December 31, 2023
Other payable
(including related parties)
Non-derivative financial liabilities:
December 31, 2022
Short-term borrowings
Other payable
(including related parties)
Guarantee deposits received
Less than 1year
Between 1 and 5years
134,129
$ -
$ Less than 1 year
Between 1 and 5 years
100,000
$ -
$ 100,492
-
8
-
Between 5 and 7years
-
$ Between 5 and 7years
-
$ -
-
Over 7years
-
$ Over 7 years
-
$ -
-

The Company does not expect the timing of the estimated cash outflows through the maturity date analysis will be significantly earlier, or expect the actual cash flow amount will be significantly different.

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks and beneficiary certificates is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in convertible bonds and most derivative instruments is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.

13. SUPPLEMENTARY DISCLOSURES

  • (1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding NT $300 million or 20% paid-in capital or more: Please refer to table 4.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 5.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 6.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paidin capital or more: Please refer to table 7.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 8.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 9.

(2) Information on investees

  • Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 10.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 11.

353

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 12.

(4) Major shareholders information

Major shareholders information: Please refer to table 13.

14. SEGMENT INFORMATION

None.

354

ENNOSTAR INC. Loans to others Year ended December 31, 2023

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

No. Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance
during
the year
ended
31-Dec-23
Balance at
31-Dec-23
Actual
amount
drawn down
Interest
rate
Nature of
loan
Amount
of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a
singleparty
Ceiling on total
loansgranted
Footnote
Item Value
0
1
1
2
2
3
4
5
ENNOSTAR
Inc.
Epicrystal
(Changzhou)
Ltd.
Epicrystal
(Changzhou)
Ltd.
EPISTAR JV
HOLDING
(BVI) CO.,
LTD.
EPISTAR JV
HOLDING
(BVI) CO.,
LTD.
Lighting
Investment Ltd.
Luxlite (HK)
Corporation
Limited
United LED
Shan Dong
Corporation
Unikorn
Semiconductor
Corporation
Jiangsu
Canyang
Optoelectronics
Ltd.
Episky
Corporation
(Xiamen) Ltd
Episky
Corporation
(Xiamen) Ltd
Epistar
Corporation
EPISTAR JV
HOLDING(BVI
) CO., LTD.
EPISTAR JV
HOLDING(BVI
) CO., LTD.
Episky
Corporation
(Xiamen) Ltd.
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Y
Y
Y
Y
Y
Y
Y
Y
500,000
$ 355,600
442,200
69,342
551,225
199,875
145,913
133,350
500,000
$ 346,160
432,700
-
521,985
184,230
138,173
129,810
200,000
$ 346,160
86,540
-
521,985
184,230
89,045
129,810
2.15%
3.45%~
3.55%
3.45%
0.00%
5.95%
5.95%
5.95%
3.65%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
$ -
-
-
-
-
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
-
$ -
-
-
-
-
-
-
Promissory
Note
Promissory
Note
Promissory
Note
None
Promissory
Note
Promissory
Note
Promissory
Note
Promissory
Note
500,000
$ 346,160
432,700
-
521,985
184,230
138,173
129,810
4,737,417
$ 1,716,213
1,716,213
4,737,417
3,553,944
726,518
293,325
144,935
14,212,252
$ 1,716,213
1,716,213
8,884,860
8,884,860
726,518
293,325
144,935
Note 1
Note 2
Note 2
Note 3
Note 4
Note 3
Note 3
Note 5
Table 1-1

355

No. Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance
during
the year
ended
31-Dec-23
Balance at
31-Dec-23
Actual
amount
drawn down
Interest
rate
Nature of
loan
Amount
of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a
singleparty
Ceiling on total
loansgranted
Footnote
Item Value
6
6
6
7
8
Lextar
Electronics
Corporation
Lextar
Electronics
Corporation
Lextar
Electronics
Corporation
Lextar
Electronics
(Suzhou) Corp
Lextar
Electronics
(Chuzhou)
Corp.
Yenrich
Technology
Corporation
Unikorn
Semiconductor
Corporation
Trendylite
Corporation
Chuzhou Bwin
Technology
Corp.
Episky
Corporation
(Xiamen) Ltd.
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Other
receivables-
related
parties
Y
Y
Y
Y
Y
250,000
$ 500,000
25,000
44,220
865,400
250,000
$ 500,000
25,000
43,270
865,400
-
$ 500,000
-
-
-
Markup on
short-term
cost of
capital
2.17%
Markup on
short-term
cost of
capital
3.55%
Markup on
short-term
cost of
capital
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
$ -
-
-
-
Working
capital
Working
capital
Working
capital
Working
capital
Working
capital
-
$ -
-
-
-
None
Promissory
Note
None
None
None
-
500,000
-
-
-
970,467
$ 970,467
970,467
1,525,967
3,691,000
2,911,402
$ 2,911,402
2,911,402
3,814,917
3,691,000
Note 6
Note 6
Note 6
Note 7
Note 3
  • Note 1: Limit on loans granted by Ennostar Inc., the ceiling to total loasns granted is 30% of its net asset and to a single party is 10% of its net asset.

  • Note 2: Limit on loans granted by the subsidiary of Epistar, Epicrystal (Changzhou), limit on total loans is 40% of the Epicrystal (Changzhou)’s net asset, and 30% of Ennostar Inc.'s net asset ,and to a single party is 10% of the Epicrystal (Changzhou)'s net asset, and 10% of ENNOSTAR Inc’s net asset.

  • Note 3: Limit on loans granted by Epistar JV, Lighting,Luxlite (HK) and Lextar Electronics (Chuzhou) Corp. to parent company and a fellow subsidiary that is 100% controlled by the parent company located outside Taiwan, limit on total loans is net asset of the Company and 30% of the net asset based on the latest financial statements of Ennistar Inc.,and to a single party is net asset of the Company and 10% of the net asset based on the latest financial statements of Ennostar Inc..The maximum term of the financing is three years.

  • Note 4: Limit on loans granted by the subsidiary of Epistar, Epistar JV, limit on total loans is net asset of Epistar JV and 30% of the net asset based on the latest financial statements of Ennostar Inc., and to a single party is 40% of Epistar JV 's net asset and 10% of the net asset based on the latest financial statements of Ennostar Inc..

  • Note 5: Limit on loans granted by the subsidiary of Epistar, United LED Shan Dong, limit on total loans is 40% of United LED Shan Dong’s net asset, and 30% of the net asset based on the latest financial statements of Ennostar Inc. , and to a single party is 40% of the United LED Shan Dong's net asset and 10% of the net asset based on the latest financial statements of Ennostar Inc..

  • Note 6: In accordance with Lextar Electronics Corporation Procedures for Provision of Loans: the limit on loans granted to a single party is 10% of its net asset, and the ceiling on total loans granted is 30% of its net asset.

  • Note 7: Limit on loans granted by the subsidiary of Lextar Electronics Corporation, Lextar (Suzhou), limit on total loans is net asset of Lextar (Suzhou) and 30% of the net asset based on the latest financial statements of Ennostar Inc., and to a single party is 40% of its net net asset, and 10% of the net asset based on the latest financial statements of Ennostar Inc..

Table 1-2

356

ENNOSTAR INC. Provision of endorsements and guarantees to others Year ended December 31, 2023

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

Party being endorsed/guaranteed

Number
Note 1
Endorser/
guarantor
Companyname Relationship
with the
endorser/
guarantor
(Note 2)
Limit on
endorsements/
guarantees
provided for a
single party
(Note3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2023
Outstanding
endorsement/
guarantee
amount at
December 31,
2023
Actual
amount
drawn
down
Amount of
endorsements
/guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note3)
Provision of
endorsements
/guarantees
by parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary
to parent
company
Provision of
endorsements/
guarantees to
the party in
MainlandChina
Footnote
1
1
Epistar
Corporation
Epistar
Corporation
Unikorn
Semiconductor
Corporation
ENNOSTAR Inc.
2
3
3,297,450
$ 3,297,450
300,000
$ 3,250,000
-
$ 3,250,000
-
$ -
-
$ -
-
9.86
6,594,901
$ 6,594,901
N
N
N
Y
N
N
  • Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to: (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly or indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorser/guarantor parent company and its subsidiaries jointly own directly or indirectly more than 50% voting shares of the endorsed/guaranteed company.

  • (4) The endorsed/guaranteed parent company directly or indirectly owns more than 90% voting shares of the endorser/guarantor subsidiary.

  • (5) Mutual guarantee of the trade as required by the construction contract.

  • (6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • Note3: In accordance with the Epistar’s Procedures for Provision of endorsements and guarantees to others: the ceiling on total endorsements/guarantees is 20% of the Company’s net asset, and the limit on endorsements/guarantees to a single party is 10% of its net asset.

Table 2-1

357

ENNOSTAR INC. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

Table 3

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December31,2023 As of December31,2023 Footnote
Number of shares Bookvalue Ownership (%) Fairvalue
Harvestar Investment Corp.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Amengine Corporation (Preferred stock)
E&E Japan Co.Ltd. (Stock)
NATEC CORPORATION (Stock)
Esleds Co.,Ltd. (Stock)
Lynk Labs,Inc. (Stock)
Advanced Photoelectronic Technology
Limited (Stock)
Dominant Opto Technologies Sdn. Bhd.
(Stock)
XENIO CORPORATION (Stock)
Controlled by the same
entity
None
None
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
500,000
140
120,000
1,000
92,523
1,339,235
35,000,000
7,878
2,500
$ 2,143
1,748
148
-
169,946
784,786
-
-
17.07
7.50
10.00
7.39
13.68
10.00
0.06
2,500
$ 2,143
1,748
148
-
169,946
784,786
-
Table 3-1

358

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar JV Holding (BVI) Co.,Ltd.
Episky Corporation(Xiamen) Ltd.
Episky Corporation(Xiamen) Ltd.
PlayNitride Inc. (Stock)
OSTENDO TECHNOLOGIES,INC.
(Stock)
Nan Ya Photonics Incorporation (Stock)
PHECDA TECHNOLOGY CO., LTD
ELIT FINE CERAMICS CO., LTD.
Nanocrystal Technology Inc.
Bridgelux Optoelectronics (Xiamen) Co.,
Ltd.(Stock)
China Firstar Optoelectronic Materials Co.,
Ltd. (Stock)
APT Electronics Co., Ltd.(Stock)
None
None
None
None
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Table 3-2
9,137,338
67,500
9,173,000
600,000
2,200,000
6,000,000
56,316,532
cash
RMB7,500,000
4,678,240
631,938
$ -
214,373
-
-
-
1,691,177
-
44,736
8.53
0.04
19.90
2.11
4.49
11.11
18.77
15.00
0.94
631,938
$ -
214,373
-
-
-
1,691,177
-
44,736

359

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Episky Corporation(Xiamen) Ltd.
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
China Crystal Technologies
Co.,Ltd.(Stock)
Oree Advanced Illumination Solutions, Inc.
(Stock)
Lustrous Technology Ltd. (Stock)
TERA XTAL TECHNOLOGY
CORPORATION (Stock)
XENIO SYSTEMS, INC (Stock)
FormoLight Technologies, Inc. (Stock)
Advanced Photoelectronic Technology
Limited (Stock)
Edison Opto Corp. (Stock)
Rigidtech Microelectronics Cops. (Stock)
None
None
None
None
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
8,064,516
79,407
266,892
795,000
16,462
2,038,230
562,018
11,257,964
1,550,253
-
$ -
-
-
-
10,607
71,319
274,694
9,769
4.08
5.00
8.99
0.42
0.13
10.00
5.74
7.84
2.17
-
$ -
-
-
-
10,607
71,319
274,694
9,769
Table 3-3

360

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Corporation
Lighting Investment Ltd.
Lighting Investment Ltd.
Lighting Investment Ltd.
Lighting Investment Ltd.
HUGA Holding (SAMOA) Ltd.
Ledimond Opto Corporation (Stock)
iReach Corporation (Stock)
Edison Opto Corp. (Stock)
ENNOSTAR Inc. (Stock)
Verticle Inc. (Stock)
Achrolux Inc. (Stock)
PlayNitride Inc. (Stock)
Advanced Photoelectronic Technology
Limited (Stock)
China Crystal Technologies
Co.,Ltd.(Stock)
None
Investments accounted
for using equity method
of Epistar Corporation
None
Parent company
None
None
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Current financial assets at
fair value through profit
or loss
Current financial assets at
fair value through profit
or loss
Non-current financial
assets at fair value
through profit or loss
Non-current financial
assets at fair value
through profit or loss
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
1,100,000
370,000
6,153,424
1,282,377
582,983
987,500
2,757,082
200,000
17,741,935
7,933
$ 1,891
150,144
59,374
-
-
190,680
25,380
-
16.92
-
4.28
0.17
3.00
6.91
2.57
2.04
8.97
7,933
$ 1,891
150,143
59,374
-
-
190,680
25,380
-
Note1
Table 3-4

361

As of December 31, 2023

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account Number of shares Bookvalue Ownership (%) Fairvalue Footnote
Jiangsu Canyang Optoelectronics Ltd
Wellybond Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
C-Star (Yangzhou) technology Co., Ltd
Wellysun Inc.(Stock)
LANKE ELECTRONIC CO.,LTD
None
None
None
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
Non-current investments
in equity instruments at
fair value through other
comprehensive income
cash
RMB5,000,000
2,400,000
cash
RMB1,351,030.69
21,635
$ 41,136
-
5.00
5.22
1.31
21,635
$ 41,136
-

Note 1: Transferred from the Epistar’s stocks held as treasury shares.

Table 3-5

362

ENNOSTAR INC.

Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital

Year ended December 31, 2023

Table 4

Expressed in thousands of NTD

(Except as otherwise indicated)

Investor Marketable
securities
Note 1
General
ledger
account
Counterparty
Note 2
Relationship
with
the investor
Note 2
Balance as at
January1,2023
Balance as at
January1,2023
Addition
Note 3
Addition
Note 3
Disposal
Note 3
Disposal
Note 3
Balance as at
December 31,2023
Balance as at
December 31,2023
Number
of shares
Amount Number
of shares
Amount Number
of shares
Selling
price
Book
value
Gain (loss) on
disposal
Number of
shares
Amount
ENNOSTAR Inc.
Epistar
Corporation
Epistar
Corporation
Epistar
Corporation
Epistar
Corporation
LEADSTAR
Micro-Crystal
Display
Corporation
(JiangSu) Ltd.
Taishin 1699
Money Market
Fund
(Beneficiary
certificates)
Taishin Ta
Chong Money
Market Fund
(Beneficiary
certificates)
Hua Nan
Phoenix Money
Market Fund
(Beneficiary
certificates)
Capital Money
Market Fund
(Beneficiary
certificates)
Investments
accounted for
using equity
method
Current financial
assets at fair
value through
profit or loss
Current financial
assets at fair
value through
profit or loss
Current financial
assets at fair
value through
profit or loss
Current financial
assets at fair
value through
profit or loss
Yenrich
Technology
Corporation
-
-
-
-
Investments
measured by
equity method
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
cash
RMB100,900
116,771,473
161,089,653
66,963,644
90,596,815
$ 306,962
1,613,000
2,332,000
1,110,000
1,490,000
-
116,771,473
161,089,653
66,963,644
90,596,815
$ -
1,615,668
2,334,087
1,112,355
1,492,580
$ -
1,613,000
2,332,000
1,110,000
1,490,000
$ -
2,668
2,087
2,355
2,580
cash
RMB100,900
-
-
-
-
$ 306,962
-
-
-
-
Table 4-1

363

Investor Marketable
securities
Note 1
General
ledger
account
Counterparty
Note 2
Relationship
with
the investor
Note 2
Balance as at
January1,2023
Balance as at
January1,2023
Addition
Note 3
Addition
Note 3
Disposal
Note 3
Disposal
Note 3
Balance as at
December 31,2023
Balance as at
December 31,2023
Number
of shares
Amount Number
of shares
Amount Number
of shares
Selling
price
Book
value
Gain (loss) on
disposal
Number of
shares
Amount
Epistar
Corporation
Yenrich
Technology
Corporation
CTBC Hwa-win
Money Market
Fund
(Beneficiary
certificates)
LEADSTAR
Micro-Crystal
Display
Corporation
(JiangSu) Ltd.
Current financial
assets at fair
value through
profit or loss
Investments
accounted for
using equity
method
-
ENNOSTAR
Inc.
-
Parent
company
-
cash
RMB100,900
$ -
451,407
43,650,269
-
$ 490,000
-
43,650,269
cash
RMB100,900
$ 490,530
306,962
$ 490,000
344,407
$ 530
7,230
-
-
$ -
-

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities. Note 2: Fill in the columns the counterparty and relationship if securities are accounted for using equity method; otherwise leave the columns blank. Note 3: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.

Table 4-2

364

ENNOSTAR INC.

Aquisition of real estate reaching NT$300 million or 20% of paid-in capital or more

Year ended December 31, 2023

Table 5

Expressed in thousands of NTD (Except as otherwise indicated)

Real estate
acquired by
Real estate Transaction
date or date
of the event
Transaction
amount
Status of
payment
Counterparty Relationship
with the seller
information as to the last transfer of data
If the counterparty is a related party,
information as to the last transfer of data
If the counterparty is a related party,
information as to the last transfer of data
If the counterparty is a related party,
information as to the last transfer of data
If the counterparty is a related party,
Basis or
reference used in
settingtheprice
Reason for acquisition of
real estate and status of the
real estate
Other
commitments
Owner Relationship
between the issuer
Date of the
transfer
Amount
Unikorn
Semiconductor
Corporation
Factory facilities
and machinery
equipment
2023/06/13
~6/27
362,001
$
According to the
agreement of both
parties
Epistar Corporation Both are
subsidiaries of
ENNOSTAR
Inc.
The original
counterparties of
Epistar were all
equipment
suppliers, which
were not belong
to related parties
- - $
-
Experts’ appraisal
report
For the transfer of equipment
transactions between the
Group, Unikorn acquired
production-related equipment
from Epistar to align
ownership and management
rights.
None

Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate aquisition of should be appraised pursuant to the regulations.

Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.

Table 5-1

365

ENNOSTAR INC.

Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more

Year ended December 31, 2023

Table 6

Table 6 Expressed in thousands of NTD (Except as otherwise indicated) Transaction Status of Basis or Real estate date or date Date of Book Disposal collection Gain (loss) Relationship Reason for reference used in Other disposed by Real estate of the event acquisition value amount of proceeds on disposal Counterparty with the seller disposal setting the price commitments Epistar Factory facilities 2023/06/13 2001~ $ 303,890 $ 362,001 According to the $ 58,111 Unikorn Both are For the transfer of Based on a None Corporation and machinery ~6/27 2022 agreement of both Semiconductor subsidiaries of equipment transactions comprehensive equipment parties Corporation ENNOSTAR between the group, consideration of the Inc. Unikorn obtained carrying amount of production-related Epistar’s assets and equipment from Epistar experts' appraisal to align ownership and reports. management rights.

Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate disposed of should be appraised pursuant to the regulations.

  • Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

  • Note 3: Date of the event referred to herein is the date of contract signing, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.

Table 6-1

366

Table 7

Expressed in thousands of NTD (Except as otherwise indicated)

ENNOSTAR INC.

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2023

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epicrystal (Changzhou) Co.,
Ltd.
Epicrystal (Changzhou) Co.,
Ltd.
Lextar Electronics (Chuzhou)
Corp.
LEADSTAR Micro-Crystal
Display Corporation
(JiangSu) Ltd.
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Epistar Corporation
LEDAZ Co., Ltd
Lextar Electronics Corporation
Unikorn Semiconductor
Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Episky Corporation (Xiamen)
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Epistar Corporation
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
($ 257,393)
(
174,839)
(
1,246,231)
(
324,744)
(
248,663)
(
108,738)
(
105,990)
(
495,509)
(
1,130,760)
(
378,115)
(
681,953)
( 7)
( 5)
( 35)
( 9)
( 3)
( 1)
( 1)
( 6)
( 14)
( 26)
( 47)
90 days after monthend
closing
60 days after monthend
closing
100 days after
monthend closing
60 days after monthend
closing
90 days after monthend
closing and 20 days
after next monthly
billings
90 days after monthend
closing
120 days after
monthend closing
180 days after next
month-end closing
150 days after next
month-end closing
90 days after monthend
closing
180 days after next
month-end closing
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
$ 72,556
35,116
409,297
64,650
89,620
38,957
24,699
280,403
396,468
166,683
315,726
3
1
16
2
2
1
1
6
9
9
18
Table 7-1

367

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Epicrystal (Changzhou) Co.,
Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epicrystal (Changzhou) Co.,
Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Episky Corporation (Xiamen)
Ltd.
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Epicrystal (Changzhou) Co., Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Epistar Corporation
Epicrystal (Changzhou) Co., Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Episky Corporation (Xiamen)
Ltd.
Epicrystal (Changzhou) Co., Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Epicrystal (Changzhou) Co., Ltd.
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Lextar Electronics (Chuzhou)
Corp.
Epistar Corporation
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Sales
Sales
Sales
Sales
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
(
1,077,583)
(
163,612)
(
1,146,378)
(
374,473)
1,146,378
1,130,760
1,077,583
163,612
324,744
681,953
374,473
378,115
495,509
1,246,231
2,346,035
108,738
( 74)
( 14)
( 99)
( 32)
27
26
25
3
6
12
31
30
28
72
72
3
180 days after next
month-end closing
90 days after monthend
closing
120 days after
monthend closing
90 days after monthend
closing
120 days after
monthend closing
150 days after next
month-end closing
180 days after next
month-end closing
90 days after monthend
closing
60 days after monthend
closing
180 days after next
month-end closing
90 days after monthend
closing
90 days after monthend
closing
180 days after next
month-end closing
100 days after
monthend closing
120 days after
monthend closing
OA 120 days
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
1,238,105
24,923
827,772
271,993
(
827,772)
(
396,468)
( 1,238,105)
(
24,923)
(
64,650)
(
315,726)
(
271,993)
(
166,683)
(
280,403)
(
409,297)
(
774,205)
(
38,957)
69
2
65
21
( 36)
( 17)
( 54)
( 2)
( 5)
( 23)
( 81)
( 55)
( 41)
( 59)
( 60)
( 3)
Table 7-2

368

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable
(payable)
Notes/accounts receivable
(payable)
Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Lextar Electronics
Corporation
Lextar Electronics (Suzhou)
Corp.
Lextar Electronics
(Chuzhou) Corp.
Shanghai Welight Electronic
Co., LTD.
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
(Chuzhou) Corp.
Lextar Electronics
(Chuzhou) Corp.
Yenrich Technology
Corporation
ProLight Opto
Technology
Corporation
Tyntek Corporation
Lextar Electronics (Chuzhou)
Corp.
Episky Corporation (Xiamen)
Ltd.
ProLight Opto Technology
Corporation
AUO (Suzhou) Corp Ltd.
Fortech Electronics (Suzhou)
Co., Ltd.
Lextar Electronics Corporation
Lextar Electronics (Suzhou)
Corp.
Lextar Electronics Corporation
Shanghai Welight Electronic
Co., LTD.
Note 1
Note 1
Note 1
Note 1
Other related parties
Other related parties
Note 1
Note 1
Note 1
Note 1
Purchases
Purchases
Purchases
Purchases
Sales
Sales
Sales
Sales
Sales
Sales
$ 140,168
390,228
257,393
115,820
(
174,558)
(
374,282)
(
2,346,035)
(
390,228)
(
160,680)
(
115,820)
4
94
8
71
( 4)
( 8)
( 50)
( 8)
( 65)
( 23)
OA 120 days
90 days after monthend
closing
OA 90 days
120 days after
monthend closing
120 days after
monthend closing
120 days after
monthend closing
120 days after
monthend closing
90 days after monthend
closing
120 days after
monthend closing
120 days after
monthend closing
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
Normal
($ 38,745)
(
11,451)
(
72,556)
(
63,633)
79,380
114,138
774,205
11,451
8,972
63,633
( 3)
( 6)
( 6)
( 154)
7
9
53
1
22
48

Note 1: Investee company accounted for using equity method directly and indirectly.

Table 7-3

369

ENNOSTAR INC.

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2023

Table 8
Creditor
Counterparty Relationship
with the counterparty
Balance as at December31,2023 Balance as at December31,2023 Total Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful debts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful debts
Expressed in thousands of NTD
(Except as otherwise indicated)
Accounts receivable Other receivable Amount Action
taken
ENNOSTAR Inc.
Epistar JV Holding
(BVI)Co.,Ltd.
Episky Corporation
(Xiamen) Ltd.
Episky Corporation
(Xiamen) Ltd.
Epistar Corporation
Epistar Corporation
United LED Corporation
(Hong Kong) Limited
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Lighting Investment Ltd.
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Unikorn Semiconductor
Corporation
Epistar Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Epistar Corporation
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Jiangsu Canyang
Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epistar JV Holding
(BVI)Co.,Ltd.
Fortech Electronics (Suzhou)
Co., Ltd.
Unikorn Semiconductor
Corporation
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Other related parties
Note 2
$ -
-
409,297
64,650
280,403
396,468
-
166,683
315,726
1,238,105
827,772
271,993
-
114,138
-
$ 203,504
539,078
-
53,017
2,553
23,533
130,218
347,333
580
86,590
-
349
190,266
-
500,000
$ 203,504
539,078
409,297
117,667
282,956
420,001
130,218
514,016
316,306
1,324,695
827,772
272,342
190,266
114,138
500,000
$ -
-
2.76
(
4.39)
1.71
3.84
-
0.92
1.30
1.28
2.26
2.75
-
5.13
-
$ -
-
-
-
-
1,742
-
-
-
220,528
269,206
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 207
-
97,551
29,575
38,068
121,436
130,218
-
-
70,986
173,312
37,688
-
114,138
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Table 8-1

370

Creditor Counterparty Relationship
with the counterparty
Balance as at December31,2023 Balance as at December31,2023 Total Turnover rate Overdue receivables Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful debts
Accounts receivable Other receivable Amount Action
taken
Lextar Electronics
(Chuzhou) Corp.
Lextar Electronics
Corporation
Note 2 $ 774,205 $ 2,178 $ 776,383 5.05 - - $ 224,610 $ -

Note 1: The amount recovered by Epistar Corporatio from Episky Corporation (Xiamen) Ltd. was only $1,633 for overdue amounts.

The amount recovered by Jiangsu Canyang Optoelectronics Ltd. from Episky Corporation (Xiamen) Ltd. was $173,312 for overdue amounts. All the unoverdue amounts are being actively collected. Note 2: Investee company accounted for using the equity method directly and indirectly.

Table 8-2

371

ENNOSTAR INC.

Significant inter-company transactions during the reporting periods

Year ended December 31, 2023 Table 9

Table 9
Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
0
0
0
1
1
1
1
1
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Unikorn Semiconductor Corporation
Lextar Electronics Corporation
Epistar Corporation
Lextar Electronics Corporation
Unikorn Semiconductor Corporation
Shenzhen Epikylin Optoelectronics Co.,Ltd
Episky Corporation (Xiamen) Ltd.
Shenzhen Epikylin Optoelectronics Co.,Ltd
1
1
1
1
1
1
1
1
Other receivable
Other operating revenue
Other operating revenue
Sales
Sales
Sales
Sales
Accounts receivable
$ 203,304
107,139
218,261
108,738
105,990
495,509
1,130,760
280,403
Based on contract terms
Based on contract terms
Based on contract terms
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.32
0.48
0.98
0.49
0.48
2.22
5.07
0.44
Table 9-1

372

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
1
2
2
2
2
2
3
3
3
3
Epistar Corporation
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Episky Corporation (Xiamen)
Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Episky Corporation (Xiamen) Ltd.
Lextar Electronics (Chuzhou) Corp.
LEADSTAR Micro-Crystal Display
Corporation (JiangSu) Ltd.
Shenzhen Epikylin Optoelectronics Co.,Ltd
Epistar Corporation
Shenzhen Epikylin Optoelectronics Co.,Ltd
Jiangsu Canyang Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Episky Corporation (Xiamen) Ltd.
1
3
3
3
2
3
3
2
3
3
Accounts receivable
Sales
Sales
Sales
Sales
Accounts receivable
Sales
Sales
Sales
Notes receivable
$ 396,468
257,393
174,839
1,246,231
324,744
409,297
378,115
681,953
1,077,583
341,186
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.62
1.15
0.78
5.59
1.46
0.64
1.70
3.06
4.83
0.53
Table 9-2

373

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
3
3
3
3
4
4
4
4
4
4
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Epicrystal Corporation
(Changzhou) Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Jiangsu Canyang Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Jiangsu Canyang Optoelectronics Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Epicrystal Corporation (Changzhou) Ltd.
Epicrystal Corporation (Changzhou) Ltd.
Episky Corporation (Xiamen) Ltd.
Epicrystal Corporation (Changzhou) Ltd.
3
2
3
3
2
3
3
3
3
3
Accounts receivable
Accounts receivable
Accounts receivable
Other receivable
Sales
Sales
Sales
Notes receivable
Accounts receivable
Accounts receivable
$ 166,683
315,726
896,919
347,333
163,612
1,146,378
374,473
142,197
827,772
129,796
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.26
0.49
1.40
0.54
0.73
5.14
1.68
0.22
1.29
0.20
Table 9-3

374

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
5
6
7
8
8
9
9
9
9
10
United LED Corporation (Hong
Kong) Limited
Epistar JV Holding (BVI)Co.,Ltd.
Lighting Investment Ltd.
Lextar Electronics Corporation
Lextar Electronics (Chuzhou)
Corp.
Lextar Electronics Corporation
Lextar Electronics (Chuzhou)
Corp.
Lextar Electronics (Chuzhou)
Corp.
Lextar Electronics (Chuzhou)
Corp.
Yenrich Technology Corporation
Episky Corporation (Xiamen) Ltd.
Epistar Corporation
Epistar JV Holding (BVI)Co.,Ltd.
Epistar Corporation
Episky Corporation (Xiamen) Ltd.
Unikorn Semiconductor Corporation
Lextar Electronics Corporation
Lextar Electronics Corporation
Lextar Electronics (Suzhou) Corp.
Lextar Electronics Corporation
3
2
3
3
3
3
3
3
3
3
Other receivable
Other receivable
Other receivable
Cost of goods sold
Cost of goods sold
Other receivable
Sales
Accounts receivable
Sales
Sales
$ 130,218
539,078
190,266
108,738
257,393
500,000
2,346,035
774,205
390,228
160,680
Based on contract terms
Based on contract terms
Based on contract terms
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Based on contract terms
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.20
0.84
0.30
0.49
1.15
0.78
10.52
1.21
1.75
0.72
Table 9-4

375

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
11 ProLight Opto Technology
Corporation
Shanghai Welight Electronic Co., LTD. 3 Sales $ 115,820 Conducted in the ordinary
course of business with terms
similar to those with third
parties
0.52

Note 1: Parent company is ‘0’.The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs

  • to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice.

For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for

transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.):

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

  • Note 4: Disclosure of the transactions over 100 million New Taiwan dollars only and the related party transactions for counterparty are not disclosed.

Table 9-5

376

Information on investees

ENNOSTAR INC.

Year ended December 31, 2023

Table 10

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2023 Shares held as at December 31,2023 Shares held as at December 31,2023 Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Epistar Corporation
Lextar Electronics
Corporation
Harvestar Investment Corp.
Tyntek Corporation
Amengine Corporation
GCS Holding Inc.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman Islands
Manufacturing and sales of
LED wafers and chips
Manufacturing and sales of
LED wafers, chips,
packages and modules
Professional investment
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Developing and sales of
medical optical sensor
modules
OEM manufacturing of
GaAs / InP / GaN / SiC
wafers for RF and
optoelectronics
$ 38,607,380
11,724,646
1,150,000
584,583
40,212
431,990
$ 38,607,380
11,724,646
1,150,000
584,583
40,212
431,990
1,116,479,188
514,916,380
115,000,000
23,799,000
6,922,000
9,028,000
100.00
100.00
100.00
7.92
75.96
8.11
$ 32,871,412
11,015,335
706,482
622,100
14,494
309,374
($ 6,060,593)
( 527)
(
220,874)
(
131,953)
(
13,671)
(
792,236)
($ 6,106,299)
(
53,255)
(
220,874)
(
10,458)
(
10,385)
(
75,156)
Note1
Note1
Table 10-1

377

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
ENNOSTAR Inc.
Harvestar
Investment Corp.
Harvestar
Investment Corp.
Harvestar
Investment Corp.
Precistar
Investment Corp.
Calystar Investment Corp.
Unikorn Semiconductor
Corporation
Precistar Investment Corp.
Praistar Investment Corp
Manastar Investment Corp
GCS Holding Inc.
Tyntek Corporation
Unikorn Semiconductor
Corporation
Unikorn Semiconductor
Corporation
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Cayman Islands
Taiwan
Taiwan
Taiwan
Professional investment
Original equipment
manufacturer of III-V
semiconductor
Professional investment
Professional investment
Professional investment
OEM manufacturing of
GaAs / InP / GaN / SiC
wafers for RF and
optoelectronics
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Original equipment
manufacturer of III-V
semiconductor
Original equipment
manufacturer of III-V
semiconductor
$ 440,000
783,132
480,000
270,000
1,000
433,099
263,864
444,785
476,300
$ 440,000
593,132
270,000
270,000
1,000
433,099
209,551
444,785
268,000
44,000,000
65,700,000
48,000,000
27,000,000
100,000
9,013,000
13,089,000
52,000,000
23,815,020
100.00
19.53
100.00
100.00
100.00
8.10
4.35
15.45
7.08
$ 366,250
107,389
49,086
27,542
974
357,463
257,152
79,037
45,443
($ 57,229)
(
891,055)
(
49,998)
(
36,909)
( 7)
(
792,236)
(
131,953)
(
891,055)
(
891,055)
($ 57,229)
(
164,192)
(
49,998)
(
36,909)
( 7)
(
75,027)
(
5,443)
(
140,510)
(
49,958)
Note1
Note1
Table 10-2

378

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Calystar Investment
Corp.
Calystar Investment
Corp.
Praistar Investment
Corp
Unikorn
Semiconductor
Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
GCS Holding Inc.
Tyntek Corporation
Unikorn Semiconductor
Corporation
GCS Holding Inc.
iReach Corporation
Epistar JV Holding (BVI)
Co.,Ltd.
Full Star Enterprises
Limited
Lighting Investment
Corporation
Unikorn Semiconductor
Corporation
Cayman Islands
Taiwan
Taiwan
Cayman Islands
Taiwan
British Virgin
Islands
Hong Kong
Taiwan
Taiwan
OEM manufacturing of
GaAs / InP / GaN / SiC
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Original equipment
manufacturer of III-V
semiconductor
OEM manufacturing of
GaAs / InP / GaN / SiC
wafers for RF and
optoelectronics
Manufacturing, sales,
packaging and module
design of semiconductor
light emitting devices
Professional investment
Professional investment
Professional investment
Original equipment
manufacturer of III-V
semiconductor
$ 265,135
151,238
268,000
1,051
70,000
14,960,129
-
1,561,814
826,083
$ 265,135
97,787
268,000
1,051
70,000
14,960,129
166,785
1,561,814
826,083
6,500,000
8,094,000
13,400,000
20,000
7,000,000
48,278
-
191,478,518
40,000,000
5.84
2.69
3.98
0.02
34.30
100.00
0.00
100.00
11.89
$ 196,468
143,778
25,546
975
53,262
8,848,099
-
1,570,771
75,597
($ 792,236)
(
131,953)
(
891,055)
(
792,236)
(
22,013)
(
486,603)
-
8,947
(
891,055)
($ 54,125)
(
3,294)
(
36,923)
( 4)
(
8,330)
(
518,609)
-
10,251
(
108,571)
Note1
Note1
Note1
Table 10-3

379

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar Corporation
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Epistar JV Holding
(BVI) Co.,Ltd.
Lighting
Investment Ltd.
SH Co., Ltd.
TE Opto Corporation
GaN Force Corporation
Tyntek Corporation
Can Yang Investments
Limited
HUGA Holding (SAMOA)
Limited
LiteStar JV Holding (BVI)
CO., Ltd.
United LED Corporation
(Hong Kong) Limited
Episky (Hong Kong)
Limited
Can Yang Investments
Limited
LEDAZ CO., Ltd.
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Samoa
British Virgin
Islands
Hong Kong
Hong Kong
Hong Kong
Korea
Sales of LED chips
Sales of LED chips
Design, manufacturing and
sales of semiconductor
materoals and modules
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Professional investment
Professional investment
Professional investment
Professional investment
Professional investment
Professional investment
Engineering service of LED
$ 31,792
9,200
77,700
1,243
66,745
334,967
3,408,835
2,029,760
2,124,096
4,385,900
48,166
$ 31,792
9,200
77,700
1,243
66,745
334,967
3,408,835
2,029,760
2,124,096
4,370,156
48,166
3,179,176
920,000
1,118,600
50,000
2,679,063
12,551,035
10,882
67,000,165
cash
USD68,000,000
66,438,929
88,460
49.00
40.00
64.32
0.02
3.53
100.00
82.41
74.86
100.00
87.41
28.13
$ 2,363
43,980
678
1,175
56,679
3,318
3,302,292
258,619
1,954,893
1,405,455
-
($ 76)
3,619
697
(
131,953)
(
6,414)
82
(
238,730)
(
6,635)
(
288,026)
(
6,414)
49,914
($ 37)
1,448
448
( 27)
( 226)
82
(
196,737)
(
4,967)
(
288,026)
(
5,382)
(
24,455)
Note1
Table 10-4

380

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lighting
Investment Ltd.
Lighting
Investment Ltd.
Lighting
Investment Ltd.
LiteStar JV
Holding (BVI)
Co.,Ltd.
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Interlight Optotech (HK)
Co.,Limited
Epistar (Hong Kong)
Limited
Luxlite (HK) Corporation
Limited
Epicrystal (Hong Kong)
Co. Ltd.
LEDAZ CO., Ltd.
Lighting Investment Ltd.
Yenrich Opto (Hong
Kong) Limited
Can Yang Investments
Limited
GaNrich Semiconductor
Corporation
LEDOLUX Sp.Zo.O.
Joint Power Exponent, Ltd.
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Korea
British Virgin
Islands
Hong Kong
Hong Kong
Taiwan
Poland
Taiwan
Sales of LED packages
Professional investment
Professional investment
Professional investment
Engineering service of LED
Professional investment
Sales of LED lighting
products
Professional investment
Design and technology
service of LED lighting
product
Assembling and sales of
LED bulbs
Power IC design and
module sales
$ 12,806
2,556
133,979
4,403,034
23,993
152,701
-
72,436
-
133,455
11,599
$ 12,806
2,556
133,979
4,403,034
23,993
152,701
133,403
72,436
67,101
133,455
11,599
429,000
82,850
3,800,000
146,600,000
44,065
45,643
-
5,218,605
-
156,994
1,757,000
30.00
100.00
100.00
100.00
14.01
100
-
6.87
-
60.00
11.26
$ 7,475
16
293,337
4,006,499
-
726,518
-
110,462
-
11,933
2,805
($ 11,724)
262
13,448
(
238,569)
49,914
(
9,031)
-
(
6,414)
(
21,358)
(
1,164)
(
23,969)
($ 3,517)
262
13,448
(
238,569)
(
16,376)
(
9,031)
-
( 441)
(
19,001)
( 698)
(
2,783)
Note1
Table 10-5

381

Initial investment amount Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Lighting
Investment
Corporation
Episky Corporation
(Xiamen) Ltd
Epicrystal
(Changzhou) Co.,
Ltd.
Episky Corporation
(Xiamen) Ltd
Episky Corporation
(Xiamen) Ltd
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Tyntek Corporation
GaN Force Corporation
Domi-Star Optoelectronics
Corporation
Epicrystal (Changzhou)
Co., Ltd.
Changzhou Chemsemi Co.,
Ltd.
LEADSTAR Micro-Crystal
Display Corporation
(JiangSu) Ltd.
Shenzhen Epikylin
Optoelectronics Co.,Ltd
Lextar (Singapore) Pte.
Ltd.
Wellybond Optronics
(H.K) Limited
Taiwan
Taiwan
Taiwan
China
China
China
China
Sinapore
Hong Kong
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Design, manufacturing and
sales of semiconductor
materoals and modules
Design and sales of LED
lighting product
Manufacturing and sales of
LED wafers and chips
OEM manufacturing of
compound semiconductor
RFID wafers and
optoelectronic wafers
Developing, manufacturing
and sales of LED packages,
modules and related
applications
Sales of LED chips
Professional investment
Professional investment
$ 1,276
641
490
147,472
469,590
164,862
43,770
2,709,310
17,888
$ 1,276
641
490
147,472
469,590
122,036
43,770
2,709,310
17,888
50,000
620,400
49,000
cash
USD5,200,000
cash
RMB110,000,000
cash
RMB38,800,000
cash
RMB10,000,000
90,270,000
63,000,000
0.02
35.68
49.00
3.31
10.44
9.70
100.00
100.00
100.00
$ 767
952
311
145,486
583,853
133,547
219,874
2,613,816
11,864
($ 131,953)
697
( 64)
(
255,482)
(
1,762,498)
(
56,109)
30,429
155,548
18
($ 27)
249
( 32)
(
8,456)
(
188,915)
(
5,492)
30,429
155,548
18
Note1

Table 10-6 382

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Lextar Electronics
Corporation
Wellypower Optronics
Corporation
Apower Optronics
Corporation
Liang Li Venture Corp.
Wellybond Corporation
Trendylite Corporation
Hexawave, Inc.
Yenrich Technology
Corporation
ProLight Opto Technology
Corporation
Tyntek Corporation
British Virgin
Islands
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Professional investment
Professional investment
Professional investment
Professional investment
Sales of products
Manufacturing and sales of
compound semiconductor
materials and modules
Manufacturing and sales of
LED packages
Manufacturing and sales of
LED packages
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
$ 44,898
381,638
175,374
746,484
20,874
147,506
580,487
99,081
1,304
$ 44,898
381,638
175,374
746,484
18,100
147,506
980,487
97,031
1,304
5,153,061
31,600,000
18,000,000
75,000,000
3,150,000
12,716,000
26,000,000
6,700,000
50,000
100.00
100.00
100.00
100.00
100.00
31.52
100.00
9.84
0.02
$ 172,521
1,240,082
114,547
467,228
44,459
46,034
177,373
76,486
989
$ 10,235
74,869
(
11,701)
(
96,024)
4,802
(
99,587)
(
162,276)
(
125,783)
(
131,953)
$ 10,235
74,869
(
11,701)
(
96,024)
4,473
(
33,052)
(
162,276)
(
12,129)
( 139)
Note1
Table 10-7

383

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Lextar (Singapore)
Pte. Ltd.
Lextar (Singapore)
Pte. Ltd.
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Wellybond
Corporation
Liang Li Venture
Corp.
Lextar Electronics Korea
Ltd.
Aurora International
Lighting Corporation
Limited
VOGITO INNOVATION
CO., LTD.
Hexawave, Inc.
WellyHertz Electronics
Corp.
Joint Power Exponent, Ltd.
ProLight Opto Technology
Corporation
Tyntek Corporation
ProLight Opto Technology
Corporation
Korea
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Sale of LED and aftersales
service
Sales of lighting
Design of lighting
Manufacturing and sales of
compound semiconductor
materials and modules
Manufacturing and sales of
switching power supply
d l
Power IC design and
module sales
Manufacturing and sales of
LED packages
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Manufacturing and sales of
LED packages
$ 3,025
204,136
1,000
147,494
51,400
68,250
313,670
1,288
96,604
$ 3,025
204,136
1,000
147,494
30,000
68,250
303,264
1,288
91,763
22,000
2,000,000
100,000
12,715,000
30,700,000
4,550,000
21,417,000
50,000
6,700,000
100.00
20.00
50.00
31.52
87.46
29.17
31.47
0.02
9.84
$ 4,951
-
3,153
46,030
22,889
33,736
244,491
976
76,486
$ 447
23,848
1,433
(
99,587)
(
15,283)
(
23,969)
(
125,783)
(
131,953)
(
125,783)
$ 447
-
717
(
33,050)
(
12,910)
(
14,772)
(
38,283)
( 141)
(
11,787)
Note1
Note1
Table 10-8

384

Initial investment amount Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Liang Li Venture
Corp.
Hexawave, Inc.
Yenrich
Technology
Corporation
Yenrich
Technology
Corporation
ProLight Opto
Technology
Corporation
Tyntek Corporation
WellyWave
Semiconductors Inc.
ProLight Opto Technology
Corporation
Tyntek Corporation
Prolight Opto Holding
Corporation
Taiwan
Taiwan
Taiwan
Taiwan
Seychelles
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Manufacturing and sales of
compound semiconductor
materials and modules
Manufacturing and sales of
LED packages
Research and development,
manufacture, sales of
gallium arsenide, infrared,
light-emitting diode, laser
diode,
phototransistor,photodiode,
single crystal,
epitaxy and chip, and
concurrent research and
development, manufacture
and sales of electro-optical
system of export-import
trade
Professional investment
$ 1,293
49,000
-
-
4,402
$ 1,293
49,000
27,366
1,324
4,402
50,000
4,363,065
-
-
150,000
0.02
29.27
0.00
0.00
100.00
$ 982
41,771
-
-
(
2,296)
($ 131,953)
(
52,839)
(
125,783)
(
131,953)
(
2,617)
($ 137)
(
23,621)
(
2,027)
( 96)
(
2,617)
註1
Note1
Table 10-9

385

Initial investment amount

Shares held as at December 31, 2023

Investor Investee Location Main business
activities
Balance as at
December 31,2023
Balance as at
December 31,
2022
Number of shares Ownership
(%)
Book value Net profit (loss)
of the investeefor
the year
ended December
31,2023
Investment
income (loss)
recognised by the
Company for the
year
ended December
31,2023
Footnote
Prolight Opto
Holding
Corporation
Lextar Electronics
(Suzhou) Corp.
Lextar Electronics
(Suzhou) Corp.
Lextar Electronics
(Chuzhou) Corp.
ProLight Opto Technology
Corporation
Lextar Electronics
(Chuzhou) Corp.
Chuzhou Bwin Technology
Corp.
Chuzhou Bwin Technology
Corp.
Seychelles
China
China
China
Professional investment
Manufacturing and sales of
LED wafers, chips,
packages, lights, and
modules
Developing, manufacturing,
sales of metal and plastic
technical products.
Developing, manufacturing,
sales of metal and plastic
technical products.
$ 4,403
3,094,825
130,726
244,748
$ 4,403
3,094,825
130,726
-
150,000
cash
RMB700,000,000
cash
RMB29,000,000
cash
RMB66,400,000
100.00
100.00
29.00
66.40
($ 2,296)
3,691,002
63,524
194,200
($ 2,617)
272,807
(
104,578)
(
104,578)
($ 2,617)
272,807
(
49,694)
(
43,285)

Note1: The group holds two seats on the Board of Directors, which indicates that the Group has significant influence over the investee. Accordingly, the Group listed the investee as an associate.

Table 10-10

386

Table 11

ENNOSTAR INC.

Information on investments in Mainland China

Year ended December 31, 2023

Expressed in thousands of NTD (Except as otherwise indicated)

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2023
Net income of
investee for the
three months
ended
December
31,2023
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the three
months ended
December
31,2023
Book value of
investments in
Mainland China
as of December
31,2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December
31,2023
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
LEADSTAR Micro-
Crystal Display
Corporation (JiangSu)
Ltd.
Episky Corporation
(Xiamen) Ltd.
United LED Shan Dong
Corporation
Epicrystal Corporation
(Changzhou) Ltd.
Luxlite (Shenzhen)
Corporation Limited
Bridgelux
Optelectronice
(Xiamen) Co,.Ltd.
Developing,
manufacturing and
sales of LED
packages, modules
and related
applications
Manufacturing and
sales of LED chips
Manufacturing and
sales of LED
wafers and chips
Manufacturing and
sales of LED
wafers and chips
Sales of LED chips
Manufacturing and
sales of LED
wafers, chips,
packages and
modules
$ 1,766,000
2,124,096
2,404,500
4,494,125
96,430
7,785,966
1
2
2
2
2
2
$ 525,815
2,124,096
1,824,844
3,423,550
48,687
1,461,593
$ 147,045
-
-
-
-
-
$ 89,432
-
-
-
-
-
$ 583,428
2,124,096
1,824,844
3,423,550
48,687
1,461,593
($ 56,109)
(
288,026)
(
6,803)
(
255,482)
-
-
33.63
100.00
74.86
76.95
0.00
18.77
($ 21,300)
(
288,026)
(
5,093)
(
196,605)
-
-
$ 495,255
1,954,886
271,248
3,301,755
-
1,691,177
$ -
-
-
-
57,480
-
2(3)、7
2(3)
2(3)
2(1)
2(1)
2(3)
Table 11-1

387

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2023
Net income of
investee for the
three months
ended
December
31,2023
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the three
months ended
December
31,2023
Book value of
investments in
Mainland China
as of December
31,2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December
31,2023
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
APT Electronics Co.,
Ltd.
China Crystal
Technologies Co.,Ltd.
Ufeco Technology Inc.
Huarui (Huizhou) Co.,
Ltd.
Ningbo Formosa
Epitaxy Incorporation
Jiangsu Canyang
Optoelectronics Ltd.
Developing,
manufacturing and
sale of LED
extension and chip,
module and light
instrument
Developing,
manufacturing and
sale of gallium
arsenide unit
crystal and chips
Developing,
manufacturing and
sale of LED
application
products
Research and
development,
manufacturing and
sale of LED
packaging;
research and
development,
manufacturing and
sale of backlight
module, lighting
modules and
accessories
Sales of LED chips
Manufacturing and
sales of LED
wafers and chips
$ 1,854,198
891,131
75,048
479,839
6,754
5,902,624
3
2
2
2
2
2
$ 296,108
96,084
7,818
215,687
56,843
2,576,953
$ -
-
-
-
-
15,744
$ -
-
-
-
-
-
$ 296,108
96,084
7,818
215,687
56,843
2,592,697
$ -
-
-
-
-
67,667
11.69
8.97
-
-
-
97.81
$ -
-
-
-
-
66,185
$ -
-
-
-
-
1,697,687
$ -
-
-
-
-
-
2(3)
2(3)
2(3)
2(3)
2(3)
2(3)
Table 11-2

388

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
Note 1
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December31,2023
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2023
Net income of
investee for the
three months
ended
December
31,2023
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the three
months ended
December
31,2023
Book value of
investments in
Mainland China
as of December
31,2023
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December
31,2023
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
Lextar Electronics
(Suzhou) Corp.
Lextar Electronics
(Xiamen) Co.,Ltd.
Shanghai Welight
Electronic Co., LTD.
Manufacturing and
sales of LED
wafers, chips,
packages and
modules
Manufacturing
and sales of LED
packages and
modules
Wholesale and
export and import
of LED and related
electronic products
$ 3,722,205
32,759
4,695
2
2
2
$ 3,585,860
32,759
4,695
$ -
-
-
$ -
32,759
-
$ 3,585,860
-
4,695
$ 231,556
155
(
2,617)
100.00
-
51.15
$ 231,556
155
(
2,617)
$ 3,827,342
-
(
2,242)
$ -
-
-
2(2)
2(3)、6
2(2)
Table 11-3

389

Companyname Accumulated
amount of
remittance from
Taiwan to
Mainland China as
of December 31,
2023
Investment
amount approved
by the Investment
Commission of
the Ministry of
Economic Affairs
(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA
ENNOSTAR Inc.
Epistar Corporation
Lextar Electronics
Corporation
$ 436,383
$ 12,694,097
$ 3,737,600
$ 306,962
$ 13,827,776
$ 4,198,743
$ 47,374,174
$ 17,462,412
$ 9,704,674

Note 1: The investments are classified in three types; they are numbered as follows:

  1. Direct investment in Mainland China companies;

  2. Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

  3. Other ways.

Note 2: Investment income or loss in this period:

The bases for recognition of investment income or loss are classified into four types; they are numbered as follows:

  1. The financial statements that are audited by the international accounting firm which has a cooperative relationship with the R.O.C. accounting firm;

  2. The financial statements that are audited by the R.O.C. parent company’s independent auditors;

  3. The financial statements that are not audited by the independent auditors;

  4. Others.

Note 3: The amount disclosed was based on Investment Commission, MOEA Regulation No. 09704604680 announced on August 29, 2008.

Note 4: The numbers in the table shall be expressed in NTD. Foreign currencies shall be translated into NTD at the exchange rate prevailing on the financial reporting date.

Note 5: The ‘amounts’ are expressed in thousands of New Taiwan dollars.

Note 6:Lextar Electronics (Xiamen) Co., Ltd. had applied for deregistration in January 2023 and remitted the residual property amounting to USD 297,928.34 to LEXTAR (SINGAPORE) PTE. LTD. in Singapore, an investee in the third area. Note 7: In September 2023, Yenrich Technology Corporation transferred all the equity interests in LEADSTAR Micro-Crystal Display Corporation (Jiangsu) Ltd. to ENNOSTAR Inc. Pursuant to the Jing-Shen-II-Zi Letter No.11200120910 on September 11, 2023, the original approval of the investment of Yenrich Technology Corporation was cancelled as the transfer of LEADSTAR Micro-Crystal Display Corporation (Jiangsu) Ltd. was implemented and approved by the Investment Commission. ENNOSTAR Inc. acquired the equity interests in EADSTAR Micro-Crystal Display Corporation (Jiangsu) Ltd. in the amount of NT$ 306,962 thousand, which was the investment amount of Yenrich Technology Corporation as originally approved by the Investment Commission.

Table 11-4

390

Table 12

ENNOSTAR INC.

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas

Year ended December 31, 2023

Expressed in thousands of NTD

(Except as otherwise indicated)

Investee in
Mainland
China
Sale(purchase) Sale(purchase) Propertytransaction Propertytransaction (payable) (payable) endorsements/guarantees or endorsements/guarantees or Financing Financing Others
Amount % Amount % Balance at
December 31,2023
% Balance at
December 31,2023
Purpose Maximum
balance during
the year ended
December 31,
2023
Balance at
December 31,
2023
Interest rate Interest during
the year ended
December 31,
2023
Shenzhen Epikylin Optoelectronics
Co.,Ltd
Episky Corporation (Xiamen) Ltd.
Jiangsu Canyang Optoelectronics
Ltd.
Episky Corporation (Xiamen) Ltd.
Epicrystal (Changzhou) Co., Ltd.
Lextar Electronics (Chuzhou) Corp.
$ 328,416
925,959
(
139,305)
(
228,295)
(
538,180)
( 1,807,205)
3.02
8.52
(1.28)
(2.10)
(4.95)
(30.48)
$ -
30,455
-
-
-
-
-
1.91
-
-
-
-
$ 230,861
545,910
(
35,999)
(
57,876)
(
320,621)
(
968,433)
0.45
1.06
(0.07)
(0.11)
(0.62)
(7.14)
$ -
-
-
-
-
-
-
-
-
-
-
-
$ -
69,342
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-

Note 1: Disclosure of the transactions over 100 million New Taiwan dollars only

Table12-1

391

ENNOSTAR INC. Major Shareholders Information December 31, 2023 Table 13

MajorShareholders Shareholding Shareholding
NumberofSharesHeld ShareholdingRatio
AUO Corporation
93,568,898
Table13-1
12.42

392

ENNOSTAR INC. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2023

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

Statement1
Item Description Amount
Cash
Bank deposits
Demand deposits-NTD $ 297,508
-USD USD 61 thousand at exchange rate 1,888
of 30.7050
-CNY CNY 19 thousand at exchange rate 80
of 4.3270
Time deposits NTD 300,000
-USD USD 100 thousand at exchange rate
of 30.7050 3,071
$ 602,547

Statement1,Page1

393

ENNOSTAR INC.

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2023

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

Statement2

Statement2
Name BeginningBalance Shares
Amount
(Note1)
Gain (loss) on
investments
-
792,070)
($ 6,106,299)
($ -
84,299)
(
53,255)
(
-
868)
(
10,385)
(
-
77,612
220,874)
(
-
14,416
57,229)
(
21,000,000
50,080
49,998)
(
-
15,447
36,909)
(
-
-
7)
(
9,500,000
92,364
164,192)
(
-
38,461
10,458)
(
-
26,917)
(
75,156)
(
-
344,264
3,027
271,510)
($ 6,781,735)
($ Additions(Reduction)
EndingBalance Market Value or Net
Assets Value
Collateral
Shares Amount Shares Shares Percentage of
Ownership
Amount Unit Price
(inNTD)
Total Amount
Epistar Corporation
1,116,479,188
Lextar Electronics Corporation
514,916,380
Amengine Corporation
6,922,000
Harvestar Investment Corp.
115,000,000
Calystar Investment Corp.
44,000,000
Precistar Investment Corp.
27,000,000
Praistar Investment Corp.
27,000,000
Manastar Investment Corp.
100,000
Unikorn Semiconductor Corporat
56,200,000
Tyntek Corporation
23,799,000
GCS Holdings, Inc.
9,028,000
Crystal Display Corporation
(JiangSu) Ltd.
-
39,769,781
$ 11,152,889
25,747
849,744
409,063
49,004
49,004
981
179,217
594,097

411,447
-
53,490,974
$
-
-
-
-
-
21,000,000
-
-
9,500,000
-
-
-
1,116,479,188
514,916,380
6,922,000
115,000,000
44,000,000
48,000,000
27,000,000
100,000
65,700,000
23,799,000
9,028,000
-
100%
100%
75.96%
100%
100%
100%
100%
100%
19.53%
7.92%
8.11%
25.23%
32,871,412
$ 11,015,335
14,494
706,482
366,250
49,086
27,542
974
107,389
622,100
309,374
347,291
46,437,729
$
29.53
$ 18.85
2.38
6.14
8.32
1.02
1.02
9.74
1.91
18.60
32.00
3.44
32,974,505
$ 9,704,674
18,292
706,482
366,250
49,086
27,542
974
125,354
442,661
288,896
347,417
None
None
None
None
None
None
None
None
None
None
None
None

Note1: Including investments of additions, Cumulative translation differences of foreign operations, Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income, cash dividend paid and except Subsidiary holds shares of parent company.

Statement2,Page1

394

ENNOSTAR INC. STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2023

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

Statement3

Statement3
Item
Office equipment
Leasehold improvements
Beginning Balance Addition Decrease
-
$ -
-
$
Transfer
-
$ -
-
$
EndingBalance
882
$ 11,062
11,944
$
497
$ 637
1,134
$
1,379
$ 11,699
13,078
$

Statement3,Page1

395

ENNOSTAR INC.

STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2023

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

Statement4

Item
Beginning Balance
Accumulated depreciation:
Office equipment
123
$ Leasehold improvements
843
966
$
Addition
217
$ 1,178
1,395
$
Decrease
Ending Balance
-
$ 340
$ -
2,021
-
$ 2,361
$

Statement4,Page1

396

ENNOSTAR INC.

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION

FOR THE YEAR ENDED DECEMBER 31, 2023

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

Statement6

Statement6
Nature
Function
Year ended December 31, 2023 Year ended December 31, 2022
Classified as
Operating Costs
Classified as
Operating
Expenses
Total Classified as
Operating Costs
Classified as
Operating
Expenses
Total
Employee Benefit Expense
Wages and salaries 228,942 - 228,942 118,995 - 118,995
Labour and health insurance fees 15,566 - 15,566 8,323 - 8,323
Pension costs 12,066 - 12,066 4,001 - 4,001
Directors'remuneration 11,078 - 11,078 12,610 - 12,610
Other personnel expenses 9,148 - 9,148 3,724 - 3,724
Depreciation Expense 1,395 - 1,395 895 - 895
Depletion Expense - - - - - -
Amortisation Expense - - - - - -

Note:

  1. As at December 31, 2023 and 2022, the Company had 240 and 80 employees, including 6 and 6 non-employee directors.

  2. A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information

  3. (1) Average employee benefit expense in current year $1,136. ((Total employee benefit expense of current year-Total directors’ compensation of current year) / (Number of employees of current year-Number of non-employee directors of current year))

  4. Average employee benefit expense in previous year $1,825. ((Total employee benefit expense of previous year-Total directors’ compensation of previous year) /

  5. (Number of employees of previous year-Number of non-employee directors of previous year))

  6. (2) Average employees salaries in current year $978. (Total wages and salaries of current year/ (Number of employees of current year-Number employee of non- directors of current year))

Average employees salaries in previous year $1,608. (Total wages and salaries of previous year/ (Number of employees of previous year-Number employee of non- directors of previous year))

Statement6,Page1

397

ENNOSTAR INC.

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.)

FOR THE YEAR ENDED DECEMBER 31, 2023

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

Statement6

  • (3) Adjustments of average employees salaries -39%. ((Average wages and salaries of current year-Average wages and salaries of prior year)/Average wages and salaries of prior year)

  • (4) The supervisors' remuneration for the years ended December 31, 2023 and 2022 were $0 and $0.

Description:

  1. The number of employees described in Note to this form should be calculated by using average number of employees and the basis of calculation was the same as the employee benefits expenses and employees’ salaries.

  2. According to IAS19, employees may provide services in a full-time, part-time, permanent, irregular or temporary manner, including directors and other management personnel. Therefore, “employees” in this form include directors, managers, general employees and contract hires, etc., but not including supervisors, dispatched manpower, labor contracting or business outsourcing personnel.

  3. 3.“Directors’ remuneration” refers to the remuneration received by all directors, retirement pension, director’s remuneration and business execution expenses, etc., but does not include employee directors’ salary, labor and health insurance.

  4. 4.“Supervisors’ remuneration” refers to the remuneration received by all supervisors, supervisors’ remuneration and business execution expenses, etc.

Statement6,Page2

398