1.Type of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Share exchange
2.Date of occurrence of the event:2020/06/18
3.Names of companies participating in the merger (e.g.name of the
  other company participating in the merger or consolidation, newly
  established company in a spin-off, acquired company, or company
  whose shares are taken assignment of):
Epistar Corporation
Lextar Electronics Corporation (hereafter, ”Lextar”)
4.Counterparty (e.g.name of the other company participating in
  the merger or consolidation, company taking assignment of the
  spin-off, or counterparty to the acquisition or assignment of shares):
A investment holding Co., Ltd.
(The name of the newly established holding company is to be determined.;
hereafter, the “Newly Established Holding Company”)
5.Relationship between the counterparty and the Company (investee
  company in which the Company has re-invested and has shareholding
  of XX%), and explanation of the reasons for the decision to acquire,
  or take assignment of the shares of, an affiliated enterprise or
  related person, and whether it will affect shareholders' equity:
Non-Related
6.Purpose/objective of the merger/acquisitionation:
With this share exchange case, the Newly Established Holding Company
will strive to become a transnational investment platform in III-V
Compound Semiconductor industry. In addition to continuing to invest
in the existing businesses of the two companies, it will strengthen
its investment in Mini/Micro-LED displays, smart sensing and advanced
technologies in the fields of III-V Compound Semiconductor
microelectronic element to enhance international competitiveness.
7.Anticipated benefits of the merger/acquisition:
The Company and Lextar implement resources integration, professional
division of work and collaborative cooperation to share the synergy.
The synergy of this cooperation includes:
(1) The Company and Lextar will integrate resources and implement
     professional division of work. The Company focuses on the upperstream
     and midstream, and Lextar becomes one of the important customers of
     the Company. Lextar focuses on the downstream, and the Company becomes
     one of important suppliers of Lextar.
(2) Focusing on the development blueprint of products and technologies and
     the application of resources, it can accelerate from the Research and
     development to mass production, avoid repeated investment, reduce
     costs and maximize the benefits.
(3) Accelerate the expansion of Mini/Micro-LED application to make the
     customers, suppliers and consumers share the benefits of resource
     integration.
In the future, the Company and Lextar will jointly create a new milestone
in II-V Compound Semiconductor industry and its applications through this
cooperation.
8.Effect of the merger or consolidation on net worth per share and
  earnings per share:
The comprehensive effect resulting from this share exchange is expected to
have the positive impact to the Newly Established Holding Company's net
value per share and earnings per share.
9.Share exchange ratio and basis of its calculation:
The share exchange transaction will be exchanged 0.5 common share of the
Newly Established Holding Company for 1 common share of the Company and
0.275 common share of the Newly Established Holding Company for 1 common
share of Lextar, and the Newly Established Holding Company will acquire
100% of issued shares of the Company and Lextar.
(1) The Company intends to exchange 0.5 common share of the Newly
     Established Holding Company for 1 common share of the Company. The
     shareholders' equity will not be impaired due to the share conversion
     ratio, which is still reasonable.
(2) According to each evaluation models, the reference interval for the
     calculation of the share conversion ratio of Lextar and the Company on
     the evaluation base date is 1:0.461~0.597. Due to the conversion ratio
     of the Company and the Newly Established Holding Company is 1:0.5, the
     value ratio of Lextar and the Newly Established Holding Company could
     be calculated, and the reasonable conversion ratio range is
     1:0.231~0.299. Lextar intends to become a 100%-owned subsidiary of the
     Newly Established Holding Company through this joint share exchange,
     and will exchange 0.275 common shares of the newly established
     holding company for 1 common share of Lextar, which is considered
     reasonable after the independent expert issued a reasonable opinion.
In summary, the share conversion ratio is reference to the basic financial
reports of the Company and Lextar, and considerate of the market price of
each share, the net value of each share and other factors that may affect
the equity of shareholders upon mutual agreement, furthermore, considering
of the current operating conditions of the Company and Lextar and the future
comprehensive operating benefits and development conditions and other
factors, the independent experts issue opinions on the share conversion
ratio, it is considered reasonable.
10.Do the CPA, lawyer or underwriter issue an unreasonable opinion?:NA
11.Name of the CPA firm, law firm or underwriter’s company:
  Top Standing CPA Firm
12.Name of the CPA or lawyer:
  Richard Shi / CPA
13.The practice certificate number of the CPA or lawyer:
  (2014) SFC Certificate No. 6524
14.Scheduled timetable for consummation:
  The base date of the exchange of shares is preset at Oct. 20,2020.
15.Matters related to assumption by the existing company or new
   company of rights and obligations of the extinguished (or spun-off)
company:Not applicable
16.Basic information of companies participating in the merger:
  Epistar Corporation
  Main line of business includes the research, manufacture, and sales of
  upstream LED epi and dies.
  Lextar Electronics Corporation
  Main line of business includes the design, manufacture, and sales of
  AlInGaN wafers and dies, and LED packages and modules.
17.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and
volumesof the shares to be acquired by the split company or
its shareholders; matters related to the reduction, if any,
in capital of the split company) (note: not applicable other
than where there is announcementof a spin-off):Not applicable
18.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:Not applicable
19.Other important stipulations:None
20.Do the directors have any objection to the present transaction?:None
21.Is it related to new business model?:yes
22.Explanation of new business model:
  After the Company and Lextar jointly establish the investment holding
  company through share exchange, both Company and Lextar will become a
  100%-owned subsidiary of the Newly Established Holding Company. Each
  Company and Lextar is still an independently operated company, and the
  employees and customers will not be affected.
23.Transactions with the counterparty for the past one year
and the next year:Not applicable
24.Source of funds:Not applicable
25.Any other matters that need to be specified:
  (1) This share exchange case, the ”share exchange agreement” and the
      independent experts issued reasonable opinions on the consideration
      of the share exchange, which was reviewed and approved by the special
      committee of the Company's merger and acquisition (according to the
      provisions of Article 6 of the Corporate M&A Law and implemented by
      the audit committee of the company). And it was submitted a report
      on the results to the BOD meeting and approved by the board of
      directors.
  (2) Prerequisites for this share exchange case:
      (2.1) This share exchange transaction and this agreement have been
            legally approved by the respective shareholders' meetings of the
            Company and Lextar.
      (2.2) This share exchange transaction has obtained the necessary
            permission (including but not limited to the Taiwan Stock
            Exchange and the anti-trust law authority), consent or approval
            (including but not limited to a burden or conditional license,
            agree or approve).
  (3) Authorization:
      (3.1) The chairman of the Company and Lextar are authorized to decide
            and deal with the name of the Newly Established Holding Company
            (including the name change and other documents in the share
            conversion case)
      (3.2) The chairman of the Company and Lextar are authorized to sign a
            joint share exchange agreement and its amendments or additions
            (if any).
      (3.3) The Company and Lextar will holds extraordinary shareholders'
            meeting respectively to approve the proposal of exchange of
            shares and the agreement of it on August 7, 2020. The tentative
            date for the exchange of shares is October 20, 2020. The chairman
            of the Company are authorized to discuss with Lextar for changing
            the date of exchange of  shares subject to the progress.
      (3.4) This share exchange case should be approved by the Taiwan Fair
            Trading Commission, the Antitrust Bureau of the State
            Administration of Market Supervision and Administration of
            Mainland China, and any similar laws and regulations in other
            countries. The chairman of the Company and Lextar are authorized
            to make the relevant applications or declarations.
      (3.5) The chairman of the Company are authorized to apply for the
            listing of Newly Established Holding Company to the Taiwan
            Stock Exchange, and apply for the suspension of the listing
            and public offering of the Company.
      (3.6) If there is any unresolved matters, or any terms is necessary to
            change pursuant to the instruction of the related authority or
            Taiwan Stock Exchange or in response to the subjective and
            objective environment, it is proposed that the board of
            directors of the Company or the person authorized by the board
            of directors are authorized to has full discretion by the
            shareholders' meeting.