ENNOSTAR : The Company’s Board of Directors resolved to conduct private placement of common shares through cash capital increase.

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Provided by: ENNOSTAR Inc.
SEQ_NO	1	Date of announcement	2022/03/28	Time of announcement	16:52:50
Subject	The Company's Board of Directors resolved to conduct private placement of common shares through cash capital increase.
Date of events	2022/03/28	To which item it meets	paragraph 11
Statement	1.Date of the board of directors resolution:2022/03/28 2.Types of securities privately placed:Common shares 3.Counterparties for private placement and their relationship with the Company: (1)The counterparties for this private placement shall meet the qualifications for specific persons listed in Article 43-6 of the Securities and Exchange Act. The selection method is to have a good understanding of the company's operation, industrial development and directly or indirectly to contribute benefit to the future operation of the Company. (2)AU Optronics Corp. Number of shares：67,250,000 shares Relationship with the Company：Director of the company. Innolux Corporation. Number of shares：2,750,000 shares Relationship with the Company：None. (3)AU Optronics Corp. Shareholder's Name / Holding(%) / Relationship with the Company Qisda Corporation / 6.90% / None. Trust Holding for Employees of AU Optronics Corp./ 4.88% / None. Quanta Computer Inc. /4.61% / None. ADR of AU Optronics Corp. / 2.63% / None. Yuanta Taiwan Dividend Plus ETF / 1.4% / None. Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds /1.05% / None. New Labor Pension Fund / 0.91% / None. Vanguard Total International Stock Index Fund, A series of Vanguard Star Funds / 0.79% / None. Goldman Sachs International / 0.77% / None. Fubon Life Insurance Co., Ltd / 0.62% / None. Source: AU Optronics Corp. website Innolux Corporation Shareholder's Name / Holding(%) / Relationship with the Company New Labor Pension Fund / 2.89% / None. Chimei Corporation / 2.59% / None. Hyield Venture Capital Co., Ltd. / 1.68% / None. Hon Hai Precision Ind. Co., Ltd. /1.41% /None. Terry Guo / 1.32% / None. Foxconn Technology Co., Ltd. /1.22% /None. Hua Zhu Investment Co., Ltd. /1.16% /None. Labor Pension Fund /1.14% /None. UBS Europe SE /1.14% /None. Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds /1.14% /None. Source: Innolux Corporation website 4.Number of shares or bonds privately placed:70,000,000 shares 5.Amount limit of the private placement: It will be proposed for the shareholders meeting to authorize the Board of Directors to issue common shares within the aforementioned scope of 70,000,000 common shares and to implement at once within one year from the date of the resolution of the shareholders meeting. 6.Pricing basis of private placement and its reasonableness: (1)For pricing the subscription to common shares of this private placement, the reference price shall the highest of the following bases: the higher of the (a)The simple arithmetic average of the closing price of the common shares of the Company either on the first, third or fifth business day immediately prior to the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.(b) The simple arithmetic average of the closing price of the common shares of the Company 30 business days prior to the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. (2)The subscription price for common shares of this private placement shall be no less than90% of the reference price. It is proposed to forthe shareholders meeting to authorize the Board of Directors to determine the actual price no lower than within the range approved by the shareholders meeting, depending on the status of specific investor(s) contacted and market conditions in the future. (3)The subscription price of this private placement should be reasonable based on the company's future prospects, the fact that the timing, counterparties and quantity of private placement securities are strictly limited, no retrospective public offering within three years, poor liquidity and other factors. 7.Use of the funds raised in this private placement: The funds obtained from this private placement of common shares will be used for the construction of Micro LED 6-inch wafer fabs and purchase of epitaxy process and chip process related equipment, etc. 8.Reason for conducting non-public offering: The fact that private common stock has the advantage of quick and easy fund raising and the restriction of non-transferability within three years will further ensure the long-term collaboration between the Company and the counterparties, as well as the confidentiality of technology patents. Therefore, financing through this private placement could increase the flexibility of funding sources. 9.Objections or qualified opinions from independent directors:None 10.Actual price determination date: The shareholders meeting shall authorize the board of directors to decide. 11.Reference price: the higher of the (a)The simple arithmetical average of the closing price of the common shares of the Company either on the first, third or fifth business day immediately prior to the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. (b) The simple arithmetical average of the closing price of the common shares of the Company 30 business days prior to the price determination date, after adjustment for any stock dividends, cash 12.Actual private placement price, and conversion or subscription price: The subscription price for private placement of common shares shall be no less than 90% of the reference price. 13.Rights and obligations of these new shares privately placed: In principle, they are the same as for the Company's issued common stock. However, in accordance with Article 43-8 of the Securities and Exchange Act, these privately placed common shares are under specific circumstances, and may be freely transferred three years after delivery. Therefore, once three years have elapsed since the private placement of common shares, retrospective public offering and listing and trading shall be reported according to related laws and regulations. 14.Record date for any additional share exchange, stock swap, or subscription:NA 15.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:NA 16.For additional share exchange or subscription, possible influence of change in shareholding ratio of TWSE-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TWSE - listed common shares (A), (A) / common shares issued):NA 17.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TWSE -listed common shares does not reach 60million and the ratio does not reach 25%:NA 18.Any other matters that need to be specified: If any revision to major matters regarding these privately placed common stocks is required by a competent authority or due to changes in objective circumstances, including the actual number of privately placed shares, actual subscription price for this private placement, selection of counterparties, pricing date, capital increase base date, project plans, progress of fund utilization, estimated potential benefits, estimated times of private placements and any other matters not covered herein, it is planned to gain the approval of the shareholders' meeting to fully authorize the Board of Directors to handle this.