TMC — AGM Information 2022

Aug 5, 2022

Stock Code: 2338

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Taiwan Mask Corporation

2022 Regular Shareholders’ Meeting

Handbook

Meeting time: May 26, 2022, 9:00 a.m. Meeting location: No. 1, Industrial East 2nd Road, Hsinchu Science Park (Bach Hall, 4th Floor, Science and Technology Living Hall)

Table of Contents

One. Meeting Procedures .................................................................................................... - 2 - Two. Meeting Agenda .......................................................................................................... - 3 - Three. Attachments ........................................................................................................... - 10 - I. Business Report ....................................................................................................... - 10 - II. Audit Committee's Audit Report ............................................................................ - 12 - III. Endorsement and guarantee of the Company and its subsidiaries for the year ended December 31, 2021 .......................................................................................................... 13 IV. Measures for share repurchase for transferring to employees .................................... 14 V. The Company's 3rd domestic unsecured convertible bonds ................................... - 17 - VI. Independent auditor’s report and 2021 consolidated financial statements ........... - 18 - VII. Independent auditor’s report and 2021 standalone financial statements .................. 37 VIII. Earnings distribution schedule ........................................................................... - 54 - IX. Comparison of Amendments to Provisions of “Articles of Incorporation” .......... - 55 - X. Comparison of amendments to provisions of procedures for acquisition or disposal of assets ............................................................................................................................ - 58 - XI. List of independent director candidates ................................................................ - 65 - XII. Positions concurrently held by independent Directors in other companies ......... - 66 - Four. Appendix .................................................................................................................. - 67 - I. Articles of Incorporation (before amendment) ........................................................ - 67 - II. Procedures for acquisition or disposal of assets (before amendment) .................... - 71 - III. Procedures for Election of Directors ..................................................................... - 86 - IV. Rules of Procedure for Shareholders’ Meetings .................................................... - 90 - V. Shareholding of all directors ................................................................................... - 93 -

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Taiwan Mask Corporation Procedures for 2022 regular shareholders’ meeting

• I. Call the meeting to order

II. Chair taking position

III. Chair speech

• IV. Report

• V. Adoption

VI. Discussion

VII. Election

VIII.Other motions

IX. Extempore motions

X. Adjournment

(The chair may order to vote on a case or to vote on all or part of a motion before extempore motions are carried out. )

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Taiwan Mask Corporation Agenda of 2022 Regular Shareholders’ Meeting

• I. Time: Thursday, May 26, 2022, 9:00 a.m.

• II.Location: No. 1, Industrial East 2nd Road, Hsinchu Science Park (Bach Hall, 4th Floor, Science and Technology Living Hall)

• III. The way the meeting is held: Physical shareholders’ meeting

• IV.Attendance: All shareholders and equity representatives

• V. Chair: Chairman Sean Chen

VI.Chair speech

VII. Report:

• (I) The Company’s 2021 Business Report:

• (II) Report on the Audit Committee’s review of the Company's 2021 business and accounting reports.

• (III) Report on the Company’s distribution of employees and directors’ profit sharing remuneration for 2021

• (IV) Report on the endorsement and guarantee of the Company and its subsidiaries for the year ended December 31, 2021

• (V) Report on the Company’s 28th share repurchase for transferring to employees

• (VI) Report on the Company's 3rd domestic unsecured convertible bonds

VIII. Adoption:

No. 1: The Company’s 2021 business report and financial statements.

No. 2: The Company’s 2021 earnings distribution proposal

IX.Discussion:

No. 1: Distribution of cash from capital surplus

No. 2: Amendments to certain provisions of the Company’s "Articles of Incorporation." No. 3: Amendments to certain provisions of the Company's “Procedures for Acquisition or Disposal of Assets”

X. Election

No. 1: By-election of independent directors

XI.Other motions:

No. 1: Consent to Independent Directors’ Compete Activities

XII. Extempore motions:

XII. Adjournment

• 3 -

Report:

• I. The Company’s 2021 Business Report is hereby presented for your review. Proposed by the Board of Directors

• Explanation: For the 2021 Business Report, please refer to Attachment 1 on page 10-11 of this Handbook.

• II. The Audit Committee’s review of the Company's 2021 business and accounting reports is hereby presented for your review. Proposed by the Board of Directors Explanation: For the Audit Committee’s Report, please refer to Attachment 2 on page 12 of this Handbook.

• III. The Company’s distribution of employees and directors’ profit sharing remuneration for 2021 is hereby presented for your review. Proposed by the Board of Directors Explanation:

  • (I) The profit sharing remuneration to employees and directors for the year ended December 31, 2021 has been approved by the Board of Directors on March 4, 2022, and the above remuneration is paid in cash.

  • (II) The total amount of employees' profit sharing remuneration for the year ended December 31, 2021 was NT$158,000,000, with a distribution percentage of 10.18%; the profit sharing remuneration for directors was NT$18,000,000, with a distribution percentage of 1.16%.

• IV. The endorsement and guarantee of the Company and its subsidiaries for the year ended December 31, 2021 are hereby presented for your review. Proposed by the Board of Directors Explanation:

  • (I) In accordance with the Company's endorsement and guarantee measures, the Company and its subsidiaries shall submit the endorsement and guarantee conditions during each business year and related matters to the next annual shareholders' meeting for review.

  • (II) Please refer to Attachment 3 on page 13 of this Handbook for details of the Company's and its subsidiaries' 2021 endorsement and guarantee.

• V. The Company’s 28th share repurchase for transferring to employees is hereby presented for your review. Proposed by the Board of Directors Explanation:

  • (I) In order to motivate employees and to attract and retain talents to further enhance the Company's competitiveness, the Company repurchased the Company's shares to transfer to employees for the 28th time on November 3, 2021 by resolution of the Board of Directors, and the repurchase was executed as follows

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Session of share repurchase	The 28th time
Date of resolution of the Board of Directors	2021.11.03
Purpose of share repurchase	Transfer shares to employees
Expected repurchase period	2021.11.04-2022.01.03
Expected repurchase price range	NT$62 to NT$110
Total number of shares expected to be repurchased	Common stock of 6,000,000 shares
Expected repurchase period	2021.11.04-2021.11.08
Type and number of shares repurchased	Common stock of 4,485,000 shares
Total amount of share repurchase	NT$413,744,499
Average price per share of share repurchase	NT$92.25
Number already repurchased as a percentage of expected number to be repurchased.	74.75%
Number of shares retired and transferred.	0 share
Accumulated number of shares held by the Company	4,485,000 shares
Accumulated number of shares held by the Company As a percentage of total number of shares issued	1.77%

(II) Please refer to Attachment 4 on pages 14-16 of this Handbook for the measures for share repurchase for transferring to employees.

• VI. The Company's 3rd domestic unsecured convertible bonds are hereby presented for your review. Proposed by the Board of Directors

Explanation: The Company issued its third domestic unsecured convertible bonds on August 3, 2021 for the purchase of machinery and equipment in order to meet its operational needs. Each convertible bond has a face value of NT$100,000 and the total amount of the bonds issued is NT$2,000,000 thousand. In accordance with Article 246 of the Company Act, the reasons for the issuance of the corporate bonds and the related matters are hereby presented and please refer to Attachment 5 on page 17 of this Handbook.

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Adoption:

No. 1: (Proposed by the Board of Directors)

Subject: The Company’s 2021 business report and financial statements are hereby presented

for your adoption.

Explanation:

• (I) The 2021 business report and financial statements were approved by the Audit Committee and the Board of Directors, where the financial statements have been audited and completed by CPAs Tien-I Li and Ya-Hui Cheng from PricewaterhouseCoopers Taiwan.

• (II) The business report, independent auditor’s report, and financial statements are available in Attachment 1 on page 11, Attachment 6 on pages 18-36, and Attachment 7.

Resolution:

No. 2: (Proposed by the Board of Directors)

Subject: The Company’s 2021 earnings distribution proposal is hereby presented for your adoption.

Explanation:

• (I) The Company's 2021 earnings distribution proposal has been approved by the Audit Committee and the Board of Directors, and please refer to Attachment 8 on page 54 of this Handbook for the earnings distribution schedule.

• (II) The earnings distribution proposal is to pay out the distributable earnings for 2021 in the amount of NT$1.00 per common share in cash dividends.

Resolution:

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Discussion:

No. 1: (Proposed by the Board of Directors)

Subject: Distribution of cash from capital surplus is hereby presented for your decision.

Explanation:

• (I) In accordance with Article 241 of the Company Act, the Company intends to distribute the capital surplus from the issuance of shares in excess of par value to shareholders in cash at NT$1 per share. If the number of shares issued as of March 1, 2022 is 255,673,535, the total amount to be distributed is NT$255,673,535, which is based on the shareholder roster as of the base date of cash distribution, up to the amount of NT$1, with the amount below NT$ rounded off and the total amount less than NT$1 being included in other income of the Company.

• (II) Under the condition that the distribution rate remains unchanged at NT$1 per share, the Company intends to authorize the chairman of the board of directors with full authority to deal with any subsequent adjustments to the distribution amount, the base date of distribution and other outstanding matters due to the Company's right to participate in the change of the number of shares to be distributed.

Resolution:

No. 2: (Proposed by the Board of Directors)

Subject: Amendments to certain provisions of the Company’s "Articles of Incorporation." are

hereby presented for your decision.

Explanation:

• (I) It is proposed to amend certain provisions of the Articles of Incorporation in accordance with the amendment of the Company Act.

• (II) Please refer to Attachment 9 on pages 55-57 of this Handbook for a comparison of amendments to provisions

Resolution:

No. 3: (Proposed by the Board of Directors)

Subject: Amendments to certain provisions of the Company's “Procedures for Acquisition or

Disposal of Assets” are hereby presented for your decision.

Explanation:

• (I) In accordance with the Company's operational needs and the Financial Supervisory Commission's Order Jin-Guan-Zheng-Fa-Zi No. 1110380465 dated January 28, 2022, it is intended to amend certain provisions of the "Procedures for Acquisition or Disposal of Assets".

• (II) Please refer to Attachment 10 on pages 58-64 of this Handbook for a comparison of amendments to provisions

Resolution:

• 7 -

Election

No. 1: (Proposed by the Board of Directors)

Subject: By-election of independent director is hereby presented for your for election.

Explanation:

• (I) Mr. Yu-Chiun Wu, independent director of the 12th term of the Company, resigned on September 6, 2021 due to personal factors, and it is proposed to re-elect an independent director at the 2022 regular shareholders’ meeting.

• (II) In accordance with Article 15 of the Company's Articles of Incorporation, the election of directors is based on the candidate nomination system, and the newly elected independent directors will serve from the date of the by-election until the expiration of the current terms, from May 26, 2022 to March 17, 2023.

• (III) The list of candidates for the election of independent directors was approved by the Board of Directors on March 4, 2022. Please refer to Attachment 11 on page 65 of this Handbook for their academic qualifications, experience and other relevant information.

• (IV) The election is conducted in accordance with the "Procedures for Election of Directors" of the Company.

Election results:

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Other motions:

No. 1: (Proposed by the Board of Directors)

Subject: Consent to Independent Directors’ Compete Activities is hereby presented for your

decision.

Explanation:

• (I) In accordance with Article 209 of the Company Act, "A director who performs acts for himself/herself or for others within the scope of the Company's business shall explain the material content of his/her acts to the shareholders' meeting and obtain their approval.

• (II) For an independent director of the Company holds an office in another company, please refer to Attachment 12 on page 66 of this Handbook, and it is intended to propose to the 2022 regular shareholders’ meeting to agree to release the director from the non-compete restriction from the date he/she assumes office, provided that the interests of the Company are not prejudiced.

Resolution:

Extempore motions:

Adjournment

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[Attachment 1]

Taiwan Mask Corporation 2021 I. Business Report

In 2021, the global semiconductor industry experienced significant changes in the supply chain and demand side due to the shift in the manufacturing landscape, the impact of the pandemic, and changes in work and lifestyle. Overall, the semiconductor industry is showing significant growth due to increased applications and localized production.

In this regard, Taiwan Mask Corp. (TMC) has been steadily layering the groundwork and building new production capacity and technologies in a timely manner to grow together with our strategic customer partners. In addition to building new production capacity and technologies, we continue to strengthen our operational management efficiency and recruit key talents to improve quality and customer service. TMC also achieved good results in 2021.

TMC’s 2021 standalone net operating revenue reached NT$2.773 billion, up 27.51% over the previous year. Net profit after tax was NT$1.186 billion, up 73.39% over the previous year. In terms of operational performance, we continue to upgrade technologies and improve production capacity and manufacturing quality, shortening lead times and reducing manufacturing costs by strengthening organizational functions and transforming management systems. Taiwan Mask Corporation has successfully deployed mid-range photomask manufacturing services and expanded its photomask foundry services to strategic partners, significantly increasing its revenue and profitability.

TMC continues to grow in its core business and expand its strategic deployment. In addition, the group's subsidiaries also focus on the development of their own core businesses and expand related synergistic businesses in order to create maximum benefits.

Looking ahead, in response to the growth of the semiconductor market, TMC will.

1. Continue to strengthen its operations, quality improvements, improve quality and yield, enhance the production capacity and order acceptance of high-end process photomasks, lower manufacturing cost, optimize customer service, and to maximize current production line’s performance.

2. Continue to expand the photomask business required for 65nm technology for 12-inch wafers: After the trial production of 65nm photomasks, we will actively expand photomask manufacturing services for 12-inch wafer fabs and gradually invest in 40nm photomask manufacturing technology and production services.

3. Continue to expand our compound semiconductor photomask business. With the increasing application of compound semiconductors in high power components,

4. 10 -

we are working with compound semiconductor vendors to develop the required photomask manufacturing services.

1. The Group’s synergy integration and full performance: Under the foundation of photomask service by the parent company, combining with its subsidiaries, including Miracle Tech’s foundry management service, Aptos Tech’s packaging and testing service, Xsense Tech's heat dissipation substrate production, Innova Vision's contact lens manufacturing and DIGITAL-CAN TECH's laminate manufacturing, there are expectations to create more values for shareholders through the Group’s internal collaborations and the effective sharing of resources and management.

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Chairperson:

Managerial Officer: Accounting Officer:

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[Attachment 2]

Taiwan Mask Corporation

II. Audit Committee's Audit Report

We have reviewed the Company's 2021 business report, financial statements and earnings distribution proposal prepared by the board of directors. The financial statements have been audited by CPA Tien-I Li and CPA Ya-Hui Cheng of PricewaterhouseCoopers Taiwan, to which the firm has issued an independent auditor's report. The Audit Committee found no misstatement in the above, and hereby presents this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

For

The 2022 Regular Shareholders’ Meeting

Taiwan Mask Corporation

Audit Committee convener: WANG, WEI-CHEN

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Audit Committee member: CHENG, HUAN-KUEI

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March 4, 2022

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[Attachment 3]

III. Endorsement and guarantee of the Company and its subsidiaries for the year ended December 31, 2021

No. (Note 1) Attachment 2	Endorser/guarantor	Guaranteed Party		Limit of endorsement and guarantee for a single enterprise (Notes 3, 4, 5,	Maximum Balance for the Period T	Ending Balance aiwan Mask Corporation an Endorsements and Gu For the Year Ended Dece	Amount Actually Drawn d Subsidiaries arantees to Others mber 31, 2021	Amount of Endorsement / Guarantee Collateralized by Properties	Ratio of Accumulated Endorsement/ Guarantee to Net Equity per Latest Financial Statements	Maximum Endorsement/ Guarantee Amount Allowable (Note 3, 4, 5, 6)	Guarantee Provided by Parent Company to Subsidiary	Guarantee Provided by Subsidiary to Parent Company ( U	Guarantee Provided to Subsidiaries in Mainland China Note Unless otherwise specified) nit: NT$Thousand
		Name of Company	Relationship (Note 2)
0 1 2 3 Note 1: The de (1). Fill i (2). The i Note 2: The rel (1) A co (2)A com (3) A co (4) Comp (5) A co (6). A co (7). Com Note 3: The Co (1). The t (2). The (3). Com (4). The Note 4: Subsidi (1). The 2). The a (3). The (3). The Note 5: Miko-C Note 6: Subsidi The total The total	Taiwan Mask Corporation Adl Engineering INC. Miko-China Enterprise (Shanghai) Co., Ltd. . Miracle Technology CO., LTD. scription of the number columns are n 0 for the issuer. nvestee company is numbered in se ationship between the guarantor and mpany with which it does business. pany in which the Company directl mpany that directly and indirectly h anies in which the Company holds, mpany that is mutually insured by a mpany that is guaranteed by all con panies that are engaged in joint and mpany's endorsement and guarante otal amount of the Company's exter amount of business transactions refe panies with which the Company ha aggregate amount of the endorseme ary - Adl Engineering Inc. Endorse aggregate amount of cumulative ext mount of the endorsement guarante Company and its subsidiaries shall s Company and its subsidiaries shall s hina Enterprise (Shanghai) Co., Lt ary - Miracle Technology Co., Ltd. amount of endorsement and guaran amount of endorsement and guaran	Miracle Technology CO., LTD. Aptos Technology INC. Miracle Technology CO., LTD. Xsense Technology as follows: quence starting from Arabic nume the guarantee are one of the seve y and indirectly holds more than 5 olds more than 50% of the voting s directly or indirectly, 90%, or mo contract between peers or co-foun tributing shareholders in proportio several guarantees for the perform e practices for others provide that: nal endorsement guarantee shall n rs to the higher of the amount of g s a parent-child relationship: The a nt and guarantee of the Company a ment and Guarantee Procedures: ernal endorsement guarantees shal e for a single enterprise shall not e tate in the shareholders' meeting t tate in the shareholders' meeting t d. Endorsement and Guarantee Pro Endorsement and Guarantee Proc tee obligation is limited to NT$10 tee obligation is limited to RMB3	2 3 3 1 ral 1 according t n types indicated 0% of the voting hares in the Com re of the voting ders based on th n to their shareh ance guarantee ot exceed 30% o oods purchased mount of endors nd its subsidiari l not exceed 40% xceed 30% of th he necessity and he necessity and cedures: edures: 0 million, while 0 million, while t	229,550 $ 26,544 130,320 60,000 o company type. below: shares. pany. shares may make endorsemen e needs of the contracted wor oldings due to a joint investm of pre-sale housing sales cont f the Company's paid-in capi or sold between the parties. ement and guarantee for a sin es as a whole shall not excee of the net value of the Com e net value of the company's reasonableness of any endors reasonableness of any endors the amount of endorsement a he amount of endorsement a	171,210 $ 20,000 122,752 50,000 ts/guarantees for each othe k. ent relationship. racts in accordance with th tal. gle enterprise shall not exc d 40% of the net worth of t pany's most recent audited most recent audited or revie ement or guarantee of mor ement or guarantee of mor nd guarantee for a single en nd guarantee for a single en	166,830 $ 20,000 121,632 50,000 r. e regulations of the Consum eed 10% of the Company's he Company, of which the e or reviewed financial state wed financial statements. e than 50% of the net value e than 50% of the net value terprise shall not exceed N terprise shall not exceed R	- $ 20,000 107,000 50,000 er Protection Act. paid-in capital and the ndorsement and guara ments. of the Company's mos of the Company's mos T$60 million. MB30 million.	- $ 20,000 121,632 - paid-in capital of th ntee of a single subs t recent audited or r t recent audited or r	3.27% 30.14% 43.39% 12.67% e company being endorsed and idiary shall not exceed 20% of eviewed financial statements. eviewed financial statements.	2,040,211 $ 26,544 130,320 157,868 guaranteed. the net worth of the Company.	Y N N N	N Y Y N	N Note 3 N Note 4 N Note 5 N Note 6

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[Attachment 4]

Taiwan Mask Corporation Measures for the 28th share repurchase for transferring to employees Established on November 3, 2021

Article 1 Purpose of establishment

In order to motivate employees and attract and retain outstanding talents, and to further enhance the Company's competitiveness, the Company has established the Company's measures for share repurchase for transferring to employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and relevant regulations issued by the Financial Supervisory Commission (FSC), including the "Regulations Governing the Share Repurchase by Listed and OTC Companies". Except for the provisions of the relevant laws and regulations, the Company's share repurchase for transferring to employees is governed by the provisions of the Measures.

Article 2 Types of shares to be transferred, content of rights and restrictions on rights

The shares to be transferred to employees are common shares, and their rights and obligations are the same as other outstanding common shares, except as otherwise provided in the relevant laws and regulations and the Measures.

Article 3 Transfer period

The shares repurchase by the Company this time may be transferred to the employees in one or several tranches within five years from the date of repurchase in accordance with the provisions of the Measures.

Article 4 Qualifications of the transferee

All the employees (including part-time employees and consultants) of the Company and domestic and foreign controlled or subordinate companies who have come to work before the base date of the stock subscription or made special contributions to the Company and have been approved by the chairman of the board of directors shall be qualified to subscribe in accordance with the subscription amount set forth in Article 5 of the Measures. The so-called controlled or subordinate companies are determined in accordance with Article 369-2, Article 369-3, Article 369-9-2 and Article 369-11 of the Company Act.

Part-time employees referred to in the preceding paragraph: Employees who are employed by the Company on a time basis (i.e., those whose working hours do not exceed eight hours per day) or on a fixed-term contract and who receive salary. Consultant: A person who is employed by the Company on a fixed-term contract to perform special or project tasks assigned by the Company and

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receive remuneration.

For the employees of controlled or subordinate companies as mentioned in the first paragraph, a certified public accountant should be consulted for an opinion on whether they meet the eligibility criteria and a report should be submitted to the Board of Directors. Except for those employees of controlled or subordinate companies who meet the provisions of Article 369-2, Paragraph 1 of the Company Act.

If the target of the transfer leaves the Company between the base date of the employee stock option and the payment deadline of the stock subscription, he or she is disqualified from the subscription.

Article 5 Number of shares to be subscribed by employees

• I. The Company shall determine the number of shares to be transferred to employees, taking into account the criteria of their rank, years of service and special contributions to the Company, and report to the Chairman for approval.

• II. The number of shares to be transferred to managerial officers and directors who are also employee should be approved by the Remuneration Committee and then proposed to the Board of Directors for resolution.

Article 6 Procedures for Transfer

The procedures for share repurchase for transferring to employees this time:

I. In accordance with the resolution of the Board of Directors, the Company shall announce, report and repurchase the Company's shares by the execution deadline.

• II. The Board of Directors shall set and announce the base date of employee's stock subscription, the standard of the number of shares to be subscribed, the period of subscription payment, the content of the rights and the restriction conditions, etc. in accordance with the Measures.

• III. Any employees who fail to subscribe and pay during the subscription period are deemed to have abstained the subscription; the Chairman of the Board of Directors shall negotiate with other employees to subscribe the remaining balance.

• IV. Make statistics of the actual number of shares subscribed and paid, and process the registration of share ownership transfer.

Article 7 Agreed transfer price per share

The transfer price of the repurchased shares to the employees shall be the average price of the actual repurchased shares, except that the transfer price may be adjusted in proportion to the increase or decrease in the number of shares of common stock issued by the Company before the transfer.

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Transfer price adjustment formula:

Adjusted transfer price = actual average repurchase price per share × (total number of common shares at the time of the Company's share repurchase ÷ total number of common shares before the Company transferred the repurchased shares to employees)

Article 8 Rights and obligations after the transfer

After the transfer of the repurchased shares to the employees and the registration of the ownership transfer, their rights and obligations shall be the same as the original shares, unless otherwise specified.

Article 9 Other matters concerning the rights and obligations of the Company and its employees In the event of a transfer of shares pursuant to the Measures, taxes incurred shall be governed by the laws and regulations in effect at the time of the transfer and the relevant operations of the Company.

Article 10 Other matters related to transfer

For the treasury shares repurchased by the Company for transferring to employees, the part that is not transferred by the deadline shall be regarded as the Company's unissued shares, and the change registration for the retirement of the shares shall be processed in accordance with the law.

Article 11 The Measures shall be effective upon the approval of the Board of Directors and may be amended by resolution of the Board of Directors.

Article 12 The Measures shall be reported to the shareholders' meeting and the same applies to any amendment.

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[Attachment 5]

V. The Company's 3rd domestic unsecured convertible bonds

V.The Company's 3rd	V.The Company's 3rd	domestic unsecured convertible bonds
Type of Corporate Bond		The 3rd domestic unsecured convertible bonds
Issuing (Processing) Date		2021/08/03
Denomination		NT$100,000
Listing		Taipei Exchange
Issue Price		Issued at 115.23% of par value
Total Amount		NT$2,304,532,020
Coupon rate		The coupon rate is 0% per annum
Term		5-year maturity date: 2026/08/03
Guarantor		None
Trustee		Trust Department of Mega International Commercial Bank
Underwriter		KGI Securities Co., Ltd.
Legal Counsel		Attorney Ya-Wen Chiu of HANDSOME ATTORNEYS-AT-LAW
Attesting CPA		Not applicable.
Redemption Method		Convert to common shares of the Company pursuant to Article 10 of the Issue and Conversion Measures or exercise the right of sale in accordance with Article 19 of the Measures or redeem early in accordance with Article 18 of the Measures or the Company shall repay in cash the face value of the convertible bonds at maturity, unless the bonds are repurchased and retired by the Company from the securities dealer's office.
Outstanding Principal		NT$1,741,300,000 (as of 2022/03/31)
Redemption or Early Repayment Terms		The Issue and Conversion Measures
Restrictive clauses		The Issue and Conversion Measures
Credit Rating Agency, Date of Rating, Corporate Bond Credit Rating		None
Other Rights	The amount of converted common stock (exchange or warrants), global depository receipts or other securities as of March 31,2022	Already converted 2,959,924 common shares NT$29,599,240
	Issuance and conversion (exchange or subscription) method	See the issue and conversion measures for the Company's 3rd domestic unsecured convertible bonds
Issuance and conversion, exchange or subscription methods, issuance conditions, possible dilution of equity, and impact on existing shareholders’ equity		Based on the current outstanding balance and conversion price, it is estimated that 19,923,340 common shares, representing approximately 7.8% of the total issued shares, may be converted.
Custodian		None

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[Attachment 6]

Independent Auditors’ Report

(2022) Tsai-Sheng-Bao-Zi No. 21002897

To Taiwan Mask Corporation,

Opinions

We have audited the accompanying consolidated balance sheets of Taiwan Mask Corporation and its subsidiaries (the “Group”) as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2021 and 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of the other independent auditors, as described in the Other matters section of our report, the accompanying consolidated financial statements present fairly, in all material aspects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2021 and 2020 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 as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the “Regulations Governing Auditing” and generally accepted auditing standards. Our responsibilities under those standards are further described in the Independent 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 Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is 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 consolidated financial statements of fiscal year 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a

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whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the TMC Group’s consolidated financial statements in fiscal year 2021 are stated as follows:

Evaluation of Inventories

Description

Refer to Note 4(13) for the accounting policies on the evaluation of inventories, Note 5(2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, and Note 6(5) for the detailed description of inventory accounts. The inventory amount and allowance for inventory valuation loss as of December 31, 2021 is NT$522,970 thousand and NT$90,955 thousand respectively.

The Group is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We have performed primary audit procedures for the above matter as follows:

• 1.Assessed the policy on allowance for inventory valuation loss based on our understanding of the Group’s operations and industry.

• 2.The test is used to evaluate the inventory aging report used and the inventory cost net realizable value, applying whichever is lower. This includes verification of the relevant supporting documents of the inventory transaction date, confirming the correct classification of the inventory age; verifying the supporting documentation of the net realizable value, evaluating and confirming the rationality of the net realizable value decision.

• 3.Verify the reasonableness of allowance for inventory valuation loss.

Income recognition

• 19 -

Description

For the accounting policy on income recognition, please refer to Note 4(28) of the financial report. For sales revenue please refer to Note 6(20); the operating income in fiscal year 2021 is NT$6,077,362 thousand.

The Group mainly produces and sells products such as masks and integrated circuits used in semiconductors, and has a large and diversified sales base. Trading conditions vary according to market conditions and customer needs. Considering that sales revenue is a major transaction that has a significant impact on the consolidated financial statements, we believe that the recognition of sales revenue is one of the most important matters to be considered in this year's audit.

How our audit addressed the matter

We have performed primary audit procedures for the above matter as follows:

• 1.Understand the type of major income and assess internal operations, review revenue recognition and accounting treatment.

• 2.Obtain the sales revenue statement, sample the sales transactions, and verify the relevant documents to determine the appropriateness of the sales revenue.

• 3.Execute the cut-off test for the sales receipts transaction for a certain period of time before and after the closing date, and confirm that the account is correct at the time of entry.

Other matters–Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only standalone financial statements of Taiwan Mask Corporation as of and for the years ended December 31, 2021 and 2020.

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 as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial

• 20 -

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.

Independent 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 Auditors’ 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 ROC GAAS 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 conducted in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following undertakings:

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. 21 -

5. 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 report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group to cease to continue as a going concern.

6. 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.

7. 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.

8. We communicated with those charged with governance regarding, among other matters,

9. 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 for the current period）.

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).

• 22 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2021 consolidated financial statements of the current period and are therefore deemed key audit matters. We describe these matters in our Auditors’ 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 auditor’s report because the adverse consequences of doing so would reasonable are expected to outweigh the public interest benefits of such communication.

P r i c e w a t e r h o u s e C o o p e r s T a i w a n

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Accountant

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Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 1020028992

Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 0960072936

March 4, 2022

• 23 -

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020

Unit: NT$Thousand

Assets	Notes 6(1) 6(2) and 8 6(3) and 8 6(20) 6(4) 6(4) 6(4) and 7 7 6(5) 6(2) and 8 6(3) and 8 6(6) 6(7) and 8 6(8) 6(10) and 8 6(27)	December 31, 2021 Amount % $ 2,681,819 17 3,603,920 22 38,338 - 155,763 1 63 - 1,263,748 8 16,812 - 68,997 - - - 22,600 - 432,015 3 121,866 1 29,897 - 8,435,838 52 1,433,752 9 39,925 - 164,707 1 4,142,224 26 652,652 4 163,042 1 387,866 3 3,241 - 690,980 4 7,678,389 48 $ 16,114,227 100	(After adjustment) December 31, 2020	(After adjustment) December 31, 2020
		Amount $ 2,681,819 3,603,920 38,338 155,763 63 1,263,748 16,812 68,997 - 22,600 432,015 121,866 29,897 8,435,838 1,433,752 39,925 164,707 4,142,224 652,652 163,042 387,866 3,241 690,980 7,678,389 $ 16,114,227	Amount $ 1,036,658 500 34,212 93,809 879 894,612 6,599 47,668 3,068 2,490 196,080 59,271 53,880 2,429,726 2,134,913 40,922 361,161 3,108,099 508,467 313,099 173,724 2,332 29,265 6,671,982 $ 9,101,708	%
Current assets 1100 Cash and Cash Equivalents 1110 Financial Assets at Fair Value Through Profit or Loss - Current 1136 Financial Assets at Amortized Cost - Current 1140 Contract Asset - Current 1150 Notes Receivables (Net) 1170 Accounts Receivables (Net) 1180 Accounts Receivables - Related Parties (Net) 1200 Other Receivables 1210 Other Receivables - Related Parties 1220 Tax Assets 130X Inventories 1410 Prepayments 1470 Other Current Assets 11XX Total Current Assets Non-Current Assets 1510 Financial Asset at Fair Value Through Profit or Loss - Non Current 1535 Financial Assets at Amortized Cost - Non Current 1550 Investment under Equity Method 1600 Property, plant and equipment 1755 Right-of-use Asset 1760 Investment property (Net) 1780 Intangible assets 1840 Deferred Income Tax Assets 1900 Other Non-Current Assets 15XX Total Non-Current Assets 1XXX Total Assets				11 - - 1 - 10 - 1 - - 2 1 1
				27
				24 - 4 34 6 3 2 - -
				73
				100

(Continued)

• 24 -

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020

Liabilities andEquities

Unit: NT$Thousand Notes Amount % Amount % 6(11) $ 4,376,766 27 $ 2,298,718 25 6(20) 179,315 1 99,418 1 66 - 66 - 477,232 3 397,237 4 6(12) 742,008 5 436,980 5 186,481 1 80,722 1 10,964 - 12,917 - 287,157 2 244,651 3 6(14) 70,391 1 96,211 1 39,281 - 10,496 - 6,369,661 40 3,677,416 40 6(13) 1,657,049 10 - - 6(14) 2,651,808 17 1,635,872 18 6(27) 74,493 - 53,268 1 368,484 2 262,275 3 6(15) 14,999 - 18,213 - 6,908 - 5,129 - 100,646 1 1,102 - 4,874,387 30 1,975,859 22 11,244,048 70 5,653,275 62 6(16) 2,556,735 16 2,527,136 28 6(17) 1,315,828 8 439,898 5 6(18) 656,037 4 587,990 6 - - 2,666 - 1,509,318 10 814,617 9 6(19) 4,032 - 889 - 6(16) ( 941,423) ( 6) ( 834,598) ( 9) 5,100,527 32 3,538,598 39 ( 230,348) ( 2) ( 90,165) ( 1) 4,870,179 30 3,448,433 38

Current liabilities 2100 Short Term Loans 2130 Contract Liabilities - Current 2150 Notes Payable 2170 Accounts Payable 2200 Other Payables 2230 Current Income Tax Liabilities 2250 Provision for Liabilities - Current 2280 Lease Liability - Current 2320 Long-term liabilities due within one year or one business cycle 2399 Other Current Liabilities - Other 21XX Total Current Liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term Loans 2570 Deferred Income Tax 2580 Lease liability - Non Current 2640 Defined Benefit Liabilities - Non Current 2645 Guarantee Deposits Received 2670 Other Non-Current Liabilities - Other 25XX Total Non-Current Liabilities 2XXX Total Liabilities Equity attributable to shareholders of the parent company Capital 3110 Capital stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity interests 3400 Other equity interests 3500 Treasury stock 31XX Total Equities Attributable to Parent Company 36XX Non-controlling Interests 3XXX Total Equities

Major Commitments and Contingencies 9

The accompanying notes are an integral part of the consolidated financial statements.

Chairman: Sean Chen

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Manager: Lidon Chen

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Accounting Supervisor: Yi-Ting Yang

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-25-

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020

Unit: NT$Thousand

Major Events after Financial Statement 11 Date

3X2X Total Liabilities and Equities $ 16,114,227 100 $ 9,101,708 100

The accompanying notes are an integral part of the consolidated financial statements.

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Chairman: Sean Chen

Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang

-26-

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand (Except for earnings per share)

Items

2021 (After adjustment) 2020 Notes Amount % Amount % 6(20) and 7 $ 6,077,362 100 $ 4,666,756 100 6(5) ( 4,667,982 ) ( 77) ( 3,723,670 ) ( 80) 1,409,380 23 943,086 20 6(25) (26) ( 150,235 ) ( 2) ( 131,841 ) ( 3) ( 656,228 ) ( 11) ( 324,379 ) ( 7) ( 170,245 ) ( 3) ( 144,913 ) ( 3) 12(2) 1,340 - 2,200 - ( 975,368 ) ( 16) ( 598,933 ) ( 13) 434,012 7 344,153 7 6(21) 4,858 - 4,826 - 6(22) 115,294 2 58,758 1 6(23) 804,843 13 360,836 8 6(24) ( 100,524 ) ( 1) ( 33,026 ) ( 1) 6(6) ( 80,385 ) ( 1) ( 105,006 ) ( 2) 744,086 13 286,388 6 1,178,098 20 630,541 13 6(27) ( 291,537 ) ( 5) ( 144,234 ) ( 3) $ 886,561 15 $ 486,307 10

4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling Expenses 6200 Administrative Expenses 6300 R&D Expenses 6450 Expected Credit Impairment Gain 6000 Total Operating Expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other Incomes 7020 Other Gains and Losses 7050 Financial Costs 7060 The share of affiliates and joint venture profits and losses recognized by the equity method 7000 Total Non-Operating Incomes and Losses 7900 Earnings Before Tax 7950 Income Tax Expense 8200 Net Income

-27-

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand (Except for earnings per share)

(Continued)

-28-

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020

						Unit: NT$Thousand	Unit: NT$Thousand
						(Except for earnings per	share)
						(After adjustment)
			2021			2020
	Items	Notes	Amount	%		Amount	%
	Other Comprehensive Incomes
	(Net)
	Components of other
	comprehensive income that will
	not be reclassified to profit or
	loss
8311	Re-measurements of defined
	benefit plan	$	1,189	-	$	424	-
8310	Total items that will not be
	reclassified subsequently to
	profit or loss		1,189	-		424	-
	Components of other
	comprehensive income that will
	be reclassified to profit or loss
8361	Financial statement translation	6(19)
	differences of foreign operations		3,143	-		2,761	-
8360	Total Components of other
	comprehensive income that
	will be reclassified to profit or
	loss		3,143	-		2,761	-
8500	Total comprehensive income for
	the year	$	890,893	15	$	489,492	10
	Net Incomes (Losses) Attributable
	to:
8610	Parent Company	$	1,185,777	20	$	683,897	14
	The accompanying notes are an integral part of		the consolidated	financial	statements.
Chairman: Sean Chen		Manager: Lidon Chen		Accounting Supervisor: Yi-Ting Yang
		-29-

-29-

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020

								Unit: NT$Thousand	Unit: NT$Thousand
								(Except for earnings per	share)
8620	Non-controlling Interests		(		299,216 ) (	5) (		197,590 ) (	4)
	Total			$	886,561	15	$	486,307	10
	Total Comprehensive Incomes
	(Losses) Attributable to:
8710	Parent Company			$	1,190,109	20	$	687,082	14
8720	Non-controlling Interests		(		299,216 ) (	5) (		197,590 ) (	4)
	Total			$	890,893	15	$	489,492	10
	Earnings per share	6(28)
9750	Net Income (Loss)			$		5.65	$		3.34
	Diluted Earnings per share	6(28)
9850	Net Income (Loss)			$		5.55	$		3.30

The accompanying notes are an integral part of the consolidated financial statements.

Chairman: Sean Chen

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Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang -30-

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand

Notes 2020 (after adjustment) Beginning Balance as of 2020/1/1 Net Income (Loss) Other Comprehensive Profit or Loss 6(19) Total comprehensive income for the year Distribution and allocation of surplus earnings for FY2019 Legal capital reserve Special Capital Cash dividends 6(18) Adjustment of capital reserve by dividends paid to subsidiaries 6(17) Changes in shares of affiliates and joint ventures recognized under the equity method 6(17) Share-based payment transaction 6(17) Treasury Stock Buyback 6(16) Unclaimed dividends of shareholders 6(17) Reduction in non-controlling interests in mergers Ending Balance as of 2020/12/31 2021 Balance as of 2021/1/1 Net Income (Loss) Other Comprehensive Profit or Loss 6(19) Total comprehensive income for the year Distribution and appropriation of earnings for 2020 Legal capital reserve Reversal of Special reserve Cash dividends 6(18) Conversion of convertible bonds 6(16) Adjustment of capital reserve by dividends paid to subsidiaries 6(17) Changes in shares of affiliates and joint ventures recognized under the equity method 6(17) Share-based payment transaction 6(17) Treasury Stock Buyback 6(16) Capital surplus - convertible bond stock options 6(17)	Notes						Equity attributable to shareholder	Equity attributable to shareholder	Equity attributable to shareholder	Equity attributable to shareholder	s ofthe parent company	s ofthe parent company	s ofthe parent company					Non-controlli ngInterests		Total Equity
		Capital stock		Capital surplus			R	etained earnings			Otherequityinterests			Treasurystock		Total
					Legal reserve			Special reserve		Unappropriated earnings	Financial statement translation differences of foreign operations		Unrealized gain (loss) on investments on financial assets at fair value through other comprehensive income
		$ 2,527,136 - - - - - - - - - - - - $ 2,527,136 $ 2,527,136 - - - - - - 29,599 - - - - -	$ 322,777 - - - - - - 37,081 ( 11,799 ) 88,273 - 3,566 - $ 439,898 $ 439,898 - - - - - - 216,415 55,622 27,526 169,174 - 406,616			$ 544,712 - - - 43,278 - - - - - - - - $ 587,990 $ 587,990 - - - 68,047 - - - - - - - -	$ - - - - - 2,666 - - - - - - - $ 2,666 $ 2,666 - - - - ( 2,666 ) - - - - - - -		$ 432,801 683,897 424 684,321 ( 43,278 ) ( 2,666 ) ( 252,714 ) - ( 3,847 ) - - - - $ 814,617 $ 814,617 1,185,777 1,189 1,186,966 ( 68,047 ) 2,666 ( 379,071 ) - - ( 47,813 ) - - -			$ 794 - 2,761 2,761 - - - - - - - - - $ 3,555 $ 3,555 - 3,143 3,143 - - - - - - - - -	($ 2,666 ) - - - - - - - - - - - - ($ 2,666 ) ($ 2,666 ) - - - - - - - - - - - -	($ 835,332 ) - - - - - - - - 307,654 ( 306,920 ) - - ($ 834,598 ) ($ 834,598 ) - - - - - - - - - 722,059 ( 828,884 ) -	$ 2,990,222 683,897 3,185 687,082 - - ( 252,714 ) 37,081 ( 15,646 ) 395,927 ( 306,920 ) 3,566 - $ 3,538,598 $ 3,538,598 1,185,777 4,332 1,190,109 - - ( 379,071 ) 246,014 55,622 ( 20,287 ) 891,233 ( 828,884 ) 406,616		$ 131,236 ( 197,590 ) - ( 197,590 ) - - - - - - - - ( 23,811 ) ($ 90,165 ) ($ 90,165 ) ( 299,216 ) - ( 299,216 ) - - - - - 118,898 7,806 - -		$ 3,121,458 486,307 3,185 489,492 - - ( 252,714 ) 37,081 ( 15,646 ) 395,927 ( 306,920 ) 3,566 ( 23,811 ) $ 3,448,433 $ 3,448,433 886,561 4,332 890,893 - - ( 379,071 ) 246,014 55,622 98,611 899,039 ( 828,884 ) 406,616

The accompanying notes are an integral part of the consolidated financial statements.

	The accompanying notes are an integral part of the cons
Chairman: Sean Chen	Manager: Lidon Chen
	-31-

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Accounting Supervisor: Yi-Ting Yang

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Notes 6(17) 6(17)			F	o	Taiwan Ma	sk Corporation and Subsidiaries d Statement of Changes in Equity nded December 31, 2021 and 2020	sk Corporation and Subsidiaries d Statement of Changes in Equity nded December 31, 2021 and 2020	sk Corporation and Subsidiaries d Statement of Changes in Equity nded December 31, 2021 and 2020	sk Corporation and Subsidiaries d Statement of Changes in Equity nded December 31, 2021 and 2020	s ofthe parent company	s ofthe parent company	s ofthe parent company	s ofthe parent company					Non-controlli ngInterests	Unit: NT$Thousan Total Equity
					Consolidate
					r the Years E
						Equity attributable to shareholder
	Capital stock	Capital surplus				R	etained earnings			Otherequityinterests					Treasurystock	Total
			Legal reserve				Special reserve		Unappropriated earnings	Financial statement translation differences of foreign operations		f	Unrealized gain (loss) on investments on financial assets at air value through other comprehensive income
	- - - $ 2,556,735	586 ( 9 ) - $ 1,315,828		- - - $ 656,037			- - - $ -		- - - $ 1,509,318		- - - $ 6,698	- - - ($ 2,666 )		- - - ($ 941,423 )		586 ( 9 ) - $ 5,100,527	- - 32,329 ($ 230,348 )		586 ( 9 ) 32,329 $ 4,870,179

Unit: NT$Thousand

Acceptance of gifts from shareholders Payment of overdue unclaimed dividends to shareholders

Cash increase of non-controlling equity in Subsidiaries Balance as of 2021/12/31

Chairman: Sean Chen

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The accompanying notes are an integral part of the consolidated financial statements.

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Manager: Lidon Chen

Accounting Supervisor: Yi-Ting Yang

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-32-

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Cash Flow from Operating Activities Net Income(Loss) Before Tax Adjustments to Reconcile Net Income to Net Cash Flow from Operating Activities Revenues and Expenses Depreciation Amortization Expected Credit Reversal Gain Interest income Interest Incomes Net gain on financial assets measured at fair value through profit or loss Gain (loss) on disposal of investments Impairment Loss of Financial Assets Dividend income Share-based payment transaction Share of losses of affiliated companies recognized under the equity method Loss (gain) on disposal of property, plant and equipment Gains (losses) on Disposal of Property, Plants and Equipment The Changes of Assets/ Liabilities related to Operating Activities Net Changes of Assets related to Operating Activities Mandatory financial assets at fair value through profit or loss Contract Assets Notes Receivables Accounts Receivables Accounts Receivables－Related Parties Other Receivables Other Receivables－Related Parties Inventories Prepayments Other Current Assets Other Non-Current Assets Net Changes of Liabilities related to Operating Activities Contract Liabilities Notes Payable Accounts Payable Other Payables Other Payables- related Parties Other Current Liabilities Defined Benefit Liabilities Other Non-Current Liabilities Cash outflow from operations Interest Received Dividends Received Interest Paid Income Tax Paid Net cash outflow from operating activities

Unit: NT$Thousand Notes January 1 to December31,2021 January 1 to December31,2020 $ 1,178,098 $ 630,541 6(25) 483,274 379,560 6(25) 18,236 7,395 12(2) ( 1,340 ) ( 2,200 ) 6(21) ( 4,858 ) ( 4,826 ) 6(24) 100,524 33,026 6(23) ( 559,714 ) ( 461,862 ) 6(23) ( 326,927 ) ( 74,561 ) 6(23) 11,737 165,253 6(22) ( 85,104 ) ( 25,128 ) 6(16) 176,980 88,273 6(6) 80,385 105,006 6(23) 1,927 ( 1 ) - 72 ( 2,071,523 ) ( 692,023 ) ( 61,954 ) ( 75,688 ) 1,018 ( 879 ) ( 345,858 ) ( 143,401 ) ( 10,213 ) ( 5,031 ) ( 14,606 ) ( 28,480 ) 3,068 ( 3,068 ) ( 182,382 ) 18,383 ( 33,317 ) ( 20,011 ) 40,111 ( 47,960 ) 104,166 ( 614 ) 78,360 56,759 ( 4,263 ) 1 64,213 24,673 211,059 80,593 - ( 1,432 ) 10,526 ( 10,266 ) ( 2,026 ) ( 2,098 ) 51,396 1,035 ( 1,089,007 ) ( 8,959 ) 4,825 5,156 85,104 25,128 ( 101,583 ) ( 30,871 ) ( 165,546) ( 60,398) ( 1,266,207) ( 69,944 )

-33-

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand January 1 to January 1 to Notes December 31, 2021 December 31, 2020

(Continued)

-34-

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Cash Flow from Investment Activities Acquisition of Amortized Cost Financial Assets Disposal of Amortized Cost Financial Assets Acquisition of investment property by the Equity Method Cash inflows from changes in consolidated entities Cash outflows from changes in consolidated entities Acquisition of Property, Plants and Equipment Disposal of Property, Plants and Equipment Acquisition of Intangible Assets Decrease (Increase) in Refundable Deposits Net Cash Outflow from Investing Activities Cash Flows from Financing Activities Increase of Short Term Loan Redemption of Short Term Loan Increase of Long Term Loan Redemption of Long Term Loan Issue of convertible bonds Distribution of cash dividends Treasury stocks transfer to employees Treasury stock buyback cost Redemption of Lease Principal Increase in Guarantee Deposits Received Cash increase of non-controlling equity in Subsidiaries Transfer of unclaimed dividends as Additional Paid-in Capital Payment of overdue unclaimed dividends Net Cash In-Flow (Out-Flow) from

Unit: NT$Thousand Notes January 1 to December31,2021 January 1 to December31,2020 ( $ 8,397 ) ( $ 141,012 ) 24,868 137,960 ( 188,072 ) ( 268,965 ) 6(29) 46,854 12,100 6(29) - ( 43,089 ) 6(30) ( 1,883,332 ) ( 2,029,071 ) 79,905 618 ( 13,089 ) ( 3,653 ) 2,680 ( 4,323 ) ( 1,938,583 ) ( 2,339,435 ) 6(31) 8,552,978 3,709,278 6(31) ( 6,515,430 ) ( 2,215,498 ) 6(31) 1,936,952 1,342,000 6(31) ( 954,679 ) ( 61,533 ) 6(31) 2,297,099 - ( 323,449 ) ( 215,633 ) 722,059 307,591 ( 828,884 ) ( 306,920 ) 6(31) ( 63,982 ) ( 60,382 ) 6(31) 1,779 3,585 32,329 - - 3,566 ( 9 ) - 4,856,763 2,506,054

The accompanying notes are an integral part of the consolidated financial statements.

Chairman: Sean Chen

Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang

-36-

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Funding Activities Adjustments of Exchange Rate Increase (Decrease) of Cash and Cash Equivalents Beginning Balance of Cash and Cash Equivalents Ending Balance of Cash and Cash Equivalents	Unit: NT$Thousand Notes January 1 to December31,2021 January 1 to December31,2020 ( 6,812 ) ( 6,534 ) 1,645,161 90,141 1,036,658 946,517 $ 2,681,819 $ 1,036,658

The accompanying notes are an integral part of the consolidated financial statements.

Chairman: Sean Chen

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Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang -36-

[Attachment 7]

Independent Auditors’ Report

‧

(2022) Tsai-Sheng-Bao-Zi No. 21002896

To Taiwan Mask Corporation,

Opinions

We have audited the accompanying standalone balance sheets of Taiwan Mask Corporation as of December 31, 2021 and 2020, and the related statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2021 and 2020, and notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of the other independent auditors, as described in the Other matters section of our report, the standalone financial statements present fairly, in all material respects, the standalone financial position of Taiwan Mask Corporation as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years ended December 31, 2021 and 2020, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for Opinion

We conducted our audits in accordance with the “Regulations Governing Auditing” and generally accepted auditing standards. Our responsibilities under those standards are further described in the Independent Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of TAIWAN MASK CORPORATION in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is 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 standalone financial statements of Taiwan Mask Corporation of fiscal year 2021. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the standalone financial statements in fiscal year 2021 are stated as follows:

-37-

Evaluation of Inventories

Description

Refer to Note 4(11) for the accounting policies on the evaluation of inventories, Note 5(2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, inventory accounts description please refer to Note 6(5) to standalone financial statements, for the details of allowance for inventory valuation. The inventory amount and allowance for inventory valuation loss as of December 31, 2021 is NT$115,891 thousand and NT$6,002 thousand respectively.

.

Taiwan Mask Corporation is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, loss on decline in value of inventories and obsolescence is higher than that of other industries. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We have performed primary audit procedures for the above matter as follows:

1. Assessed the policy on allowance for inventory valuation loss based on our understanding of the Group’s operations and industry.

2. The test is used to evaluate the inventory aging report used and the inventory cost net realizable value, applying whichever is lower. This includes verification of the relevant supporting documents of the inventory transaction date, confirming the correct classification of the inventory age; verifying the supporting documentation of the net realizable value, evaluating and confirming the rationality of the net realizable value decision.

3. Verify the reasonableness of allowance for inventory valuation loss.

Income recognition

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Description

For the accounting policy on income recognition, please refer to Note 4(26) of the financial report. For sales revenue please refer to Note 6(21); the operating income in fiscal year 2021 is NT$2,773,339 thousand.

Taiwan Mask Corporation mainly produces and sells products such as masks and integrated circuits used in semiconductors, and has a large and diversified sales base. Trading conditions vary according to market conditions and customer needs. Considering that sales revenue is a major transaction that has a significant impact on the standalone financial statements, we believe that the recognition of sales revenue is one of the most important matters to be considered in this year's audit.

How our audit addressed the matter

We have performed primary audit procedures for the above matter as follows:

• 1.Understand the type of major income and assess internal operations, review revenue recognition and accounting treatment.

• 2.Obtain the sales revenue statement, sample the sales transactions and verify the relevant documents to determine the appropriateness of the sales revenue.

• 3.Execute the cut-off test for the sales receipts transaction for a certain period of time before and after the closing date, and confirm that the account is correct at the time of entry.

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Responsibilities of management and those charged with governance for the standalone financial statements

Management is responsible for the preparation and fair presentation of the standalone 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 as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, management is responsible for assessing Taiwan Mask Corporation’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 Taiwan Mask Corporation 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 TAIWAN MASK CORPORATION's financial reporting process.

Independent auditor’s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors’ 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 ROC GAAS 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 standalone financial statements.

As part of an audit conducted in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following undertakings:

• 1.Identify and assess the risks of material misstatement of the standalone 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.

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• 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 TAIWAN MASK CORPORATION’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 Taiwan Mask Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the standalone 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 report. However, future events or conditions may cause TAIWAN MASK CORPORATION to cease to continue as a going concern.

• 5.Evaluate the overall presentation, structure and content of the standalone financial statements, (including the disclosures), and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• 6.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Taiwan Mask Corporation to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicated 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 for the current period).

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).

We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the 2021 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit for the current period. We describe these matters in our Auditors’ Report unless law or regulation precludes

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public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonable are expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan

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Accountant

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Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 1020028992 Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 0960072936

March 4, 2022

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Taiwan Mask Corporation Standalone Balance Sheets December 31, 2021 and 2020

Unit: NT$Thousand

Assets	Notes 6(1) 6(2) 6(3) and 8 6(4) 6(4) 6(4) and 7 7 6(5) 6(2) 6(3) and 8 6(6) 6(7) and 8 6(8) 6(10) and 8 6(28) 6(11)	December31,2021 Amount % $ 1,798,841 16 824,558 7 3,000 - 115,854 1 - - 592,967 5 5,112 - 3,826 - 14,870 - 109,889 1 36,959 - 973 - 3,506,849 30 296,800 3 35,425 - 2,599,908 22 3,178,465 28 563,415 5 703,953 6 8,518 - - - 650,211 6 8,036,695 70 $ 11,543,544 100	December31,2020	December31,2020
		Amount $ 1,798,841 824,558 3,000 115,854 - 592,967 5,112 3,826 14,870 109,889 36,959 973 3,506,849 296,800 35,425 2,599,908 3,178,465 563,415 703,953 8,518 - 650,211 8,036,695 $ 11,543,544	Amount $ 493,838 - 3,000 78,897 29 425,006 9,003 51 624,065 110,856 63,704 650 1,809,099 147,632 35,422 1,903,864 2,746,203 395,869 544,878 2,366 2,014 5,466 5,783,714 $ 7,592,813	%
Current assets 1100 Cash and Cash Equivalents 1110 Financial Assets at Fair Value Through Profit or Loss - Current 1136 Financial Assets at Amortized Cost - Current 1140 Contract Asset - Current 1150 Notes Receivables (Net) 1170 Accounts Receivables (Net) 1180 Accounts Receivables - Related Parties (Net) 1200 Other Receivables 1210 Other Receivables - Related Parties 130X Inventories 1410 Prepayments 1470 Other Current Assets 11XX Total Current Assets Non-Current Assets 1510 Financial Asset at Fair Value Through Profit or Loss - Non Current 1535 Financial Assets at Amortized Cost - Non Current 1550 Investment under Equity Method 1600 Property, plant and equipment 1755 Right-of-use Asset 1760 Investment property (Net) 1780 Intangible assets 1840 Deferred Income Tax Assets 1900 Other Non-Current Assets 15XX Total Non-Current Assets 1XXX Total Assets				7 - - 1 - 6 - - 8 1 1 -
				24
				2 1 25 36 5 7 - - -
				76
				100

(Continued)

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Taiwan Mask Corporation Standalone Balance Sheets December 31, 2021 and 2020

Unit: NT$Thousand

Liabilities and Equities

December31,2021 December31,2020 Notes Amount % Amount % 6(12) $ 860,000 7 $ 1,448,600 19 6(21) 7,660 - 6,131 - 81,451 1 109,043 1 6(13) 446,349 4 288,967 4 119,062 1 50,952 1 28,054 - 15,721 - 6(15) 60,000 1 87,143 1 32,567 - 7,296 - 1,635,143 14 2,013,853 26 6(14) 1,657,049 14 - - 6(15) 2,590,000 23 1,634,284 22 6(28) 59 - 226 - 540,421 5 383,752 5 6(16) 15,540 - 17,731 - 4,805 - 4,369 - 4,807,874 42 2,040,362 27 6,443,017 56 4,054,215 53 6(17) 2,556,735 22 2,527,136 33 6(18) 1,315,828 11 439,898 6 6(19) 656,037 6 587,990 8 - - 2,666 - 1,509,318 13 814,617 11 6(20) 4,032 - 889 - 6(17) ( 941,423) ( 8 ) ( 834,598) ( 11) 5,100,527 44 3,538,598 47

Current liabilities 2100 Short Term Loans 2130 Contract Liabilities - Current 2170 Accounts Payable 2200 Other Payables 2230 Current Income Tax Liabilities 2280 Lease Liability - Current 2320 Long-term liabilities due within one year or one business cycle 2399 Other Current Liabilities - Other 21XX Total Current Liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term Loans 2570 Deferred Income Tax 2580 Lease liability - Non Current 2640 Defined Benefit Liabilities - Non Current 2645 Guarantee Deposits Received 25XX Total Non-Current Liabilities 2XXX Total Liabilities Capital 3110 Capital stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity interests 3400 Other equity interests 3500 Treasury stock 3XXX Total Equities

Major Commitments and Contingencies 9

Major Events after Financial Statement 11

The attached notes to the standalone financial statements are part of the standalone financial report.

Chairman: Sean Chen

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Manager: Lidon Chen

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Accounting Supervisor: Yi-Ting Yang

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Taiwan Mask Corporation Standalone Balance Sheets December 31, 2021 and 2020

Unit: NT$Thousand

Date

3X2X Total Liabilities and Equities Current liabilities

$ 11,543,544 100 $ 7,592,813 100

The attached notes to the standalone financial statements are part of the standalone financial report.

Chairman: Sean Chen

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Manager: Lidon Chen

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Accounting Supervisor: Yi-Ting Yang

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Taiwan Mask Corporation Standalone Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand (Except for earnings per share)

Items

2021 2020 Notes Amount % Amount % 7 $ 2,773,339 100 $ 2,175,018 100 6(5) ( 1,454,152) ( 52)( 1,323,825)( 61) 1,319,187 48 851,193 39 6(26) (27) ( 56,719 ) ( 2) ( 57,533 ) ( 3) ( 459,279 ) ( 17) ( 187,251 ) ( 8) ( 64,936 ) ( 2) ( 67,060 ) ( 3) 12(2) ( 117) - 600 - ( 581,051) ( 21)( 311,244)( 14) 738,136 27 539,949 25 6(22) 3,264 - 11,402 1 6(23) 153,506 5 32,565 1 6(24) 81,799 3 ( 369,831 ) ( 17) 6(25) ( 55,918 ) ( 2) ( 27,744 ) ( 1) 442,208 16 560,549 26 624,859 22 206,941 10 1,362,995 49 746,890 35 6(28) ( 177,218) ( 6)( 62,993)( 3) 1,185,777 43 683,897 32 $ 1,185,777 43 $ 683,897 32 $ 1,189 - $ 424 - 1,189 - 424 -

4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling Expenses 6200 Administrative Expenses 6300 R&D Expenses 6450 Expected Credit Impairment (Loss) Gain 6000 Total Operating Expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other Incomes 7020 Other Gains and Losses 7050 Financial Costs 7070 The share of subsidiaries, affiliates and joint venture profits and losses recognized by the equity method 7000 Total Non-Operating Incomes and Losses 7900 Earnings Before Tax 7950 Income Tax Expense 8000 Net income of current period from continuing operations 8200 Net Income (Loss) Other Comprehensive Incomes (Net) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Re-measurements of defined benefit plan 8310 Total items that will not be reclassified subsequently to profit or loss Components of other comprehensive income that will

The attached notes to the standalone financial statements are part of the standalone financial report.

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Chairman: Sean Chen

Manager: Lidon Chen -46-

Accounting Supervisor: Yi-Ting Yang

Taiwan Mask Corporation Standalone Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand (Except for earnings per share)

be reclassified to profit or loss 8361 Financial statement translation differences of foreign operations 6(20) 8360 Total Components of other comprehensive income that will be reclassified to profit or loss 8500 Total comprehensive income for the year Earnings per share 6(29) 9750 Net Income (Loss) Diluted Earnings per share 6(29) 9850 Net Income (Loss)	3,143 3,143 $ 1,190,109 $	- - 43 5.65 5.55	2,761 2,761 $ 687,082 $	-
				-
				32
				3.34
	$		$	3.30

The attached notes to the standalone financial statements are part of the standalone financial report.

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Chairman: Sean Chen

Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang -47-

Taiwan Mask Corporation Standalone Changes of Equity Statements For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand

Notes 2020 Beginning Balance as of 2020/1/1 Net Income (Loss) Other Comprehensive Profit or Loss 6(20) Total comprehensive income for the year Distribution and allocation of surplus earnings for FY2019 Legal capital reserve Special Capital Cash dividends 6(19) Adjustment of capital reserve by dividends paid to subsidiaries 6(18) Changes in shares of affiliates and joint ventures recognized under the equity method 6(18) Share-based payment transaction 6(18) Treasury Stock Buyback 6(17) Unclaimed dividends of shareholders 6(18) Ending Balance as of 2020/12/31 2021 Balance as of 2021/1/1 Net Income (Loss) Other Comprehensive Profit or Loss 6(20) Total comprehensive income for the year Distribution and appropriation of earnings for 2020 Legal capital reserve Reversal of Special reserve Cash dividends 6(19) Conversion of convertible bonds 6(17) Adjustment of capital reserve by dividends paid to subsidiaries 6(18) Changes in shares of affiliates and joint ventures recognized under the equity method 6(18) Share-based payment transaction 6(18) Treasury Stock Buyback 6(17) Capital surplus - convertible bond stock options 6(18)	Notes		Capitalstock	Capitalsurplus			Retained earnings	Retained earnings	Retained earnings		Otherequityinterests	Otherequityinterests	Treasury stock		Total Equity
						Legal reserve	Special reserve		Unappropriated earnings		Financial statement translation differences of foreign operations	Unrealized gain or loss on financial assets measured at fair value through other comprehensive income
			$ 2,527,136 - - - - - - - - - - - $ 2,527,136 $ 2,527,136 - - - - - - 29,599 - - - - -	$ 322,777 - - - - - - 37,081 ( 11,799 ) 88,273 - 3,566 $ 439,898 $ 439,898 - - - - - - 216,415 55,622 27,526 169,174 - 406,616		$ 544,712 - - - 43,278 - - - - - - - $ 587,990 $ 587,990 - - - 68,047 - - - - - - - -	$ - - - - - 2,666 - - - - - - $ 2,666 $ 2,666 - - - - ( 2,666 ) - - - - - - -	$ 432,801 683,897 424 684,321 ( 43,278 ) ( 2,666 ) ( 252,714 ) - ( 3,847 ) - - - $ 814,617 $ 814,617 1,185,777 1,189 1,186,966 ( 68,047 ) 2,666 ( 379,071 ) - - ( 47,813 ) - - -			$ 794 - 2,761 2,761 - - - - - - - - $ 3,555 $ 3,555 - 3,143 3,143 - - - - - - - - -	($ 2,666 ) - - - - - - - - - - - ($ 2,666 ) ($ 2,666 ) - - - - - - - - - - - -	($ 835,332 ) - - - - - - - - 307,654 ( 306,920 ) - ($ 834,598 ) ($ 834,598 ) - - - - - - - - - 722,059 ( 828,884 ) -	$ 2,990,222 683,897 3,185 687,082 - - ( 252,714 ) 37,081 ( 15,646 ) 395,927 ( 306,920 ) 3,566 $ 3,538,598 $ 3,538,598 1,185,777 4,332 1,190,109 - - ( 379,071 ) 246,014 55,622 ( 20,287 ) 891,233 ( 828,884 ) 406,616

Chairman: Sean Chen

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The attached notes to the standalone financial statements are part of the standalone financial report. Manager: Lidon Chen

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Accounting Supervisor: Yi-Ting Yang

Acceptance of gifts from shareholders Payment of overdue unclaimed dividends to shareholders Balance as of 2021/12/31	Notes		For Capitalstock - - $ 2,556,735	For	For	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318	Taiwan Mask Corporation Standalone Changes of Equity Statements the Years Ended December 31, 2021 and 2020 Retained earnings Capitalsurplus Legal reserve Special reserve Unappropriated earnings 586 - - - ( 9 ) - - - $ 1,315,828 $ 656,037 $ - $ 1,509,318		Otherequityinterests	Otherequityinterests
						the Years Ended
						Capitalsurplus
								Legal reserve	Special reserve			Unappropriated earnings		Financial statement translation differences of foreign operations	Unrealized gain or loss on financial assets measured at fair value through other comprehensive income
	6(18) 6(18)		- - $ 2,556,735			586 ( 9 ) $ 1,315,828		- - $ 656,037		- - $ -		- - $ 1,509,318		- - $ 6,698	- - ($ 2,666 )	- - ($ 941,423 )

Chairman: Sean Chen

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The attached notes to the standalone financial statements are part of the standalone financial report. Manager: Lidon Chen

Accounting Supervisor: Yi-Ting Yang

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Taiwan Mask Corporation Standalone Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand

Cash Flow from Operating Activities Net Income(Loss) Before Tax Adjustments to Reconcile Net Income to Net Cash Flow from Operating Activities Revenues and Expenses Depreciation Amortization Expected Credit Impairment loss (reversal gain) Interest income Interest Incomes Loss (gain) on financial assets measured at fair value through profit or loss Loss (gain) on disposal of investments Impairment Loss of Financial Assets Dividend income Share-based payment transaction The Share of Subsidiaries and Affiliates Profits and Losses Recognized by the Equity Method Gains (losses) on Disposal of Property, Plants and Equipment The Changes of Assets/ Liabilities related to Operating Activities Net Changes of Assets related to Operating Activities Mandatory financial assets at fair value through profit or loss Contract Assets Notes Receivables Accounts Receivables Accounts Receivables－Related Parties Other Receivables Other Receivables－Related Parties Inventories Prepayments Other Current Assets Net Changes of Liabilities related to Operating Activities Contract Liabilities Accounts Payable Other Payables Other Current Liabilities Defined Benefit Liabilities Net Cash In-Flow from Operating

Notes January 1 to December31,2021 January 1 to December31,2020 $ 1,362,995 $ 746,890 VI(XXVI) 355,573 216,207 VI(XXVI) 6,105 3,302 XII(II) 117 ( 600 ) VI (XXII) ( 3,264 ) ( 11,402 ) VI (XXV) 55,918 27,744 VI (XXIV) ( 85,115 ) 254,506 VI (XXIV) ( 393 ) 6,642 VI (XXIV) - 98,416 VI (XXIII) ( 3,288 ) - 119,544 88,273 ( 442,208 ) ( 560,549 ) - 72 ( 888,218 ) ( 67,449 ) ( 36,957 ) ( 78,897 ) 29 ( 29 ) ( 168,078 ) ( 56,093 ) 3,891 ( 33 ) ( 3,756 ) 6,660 - ( 3,068 ) 967 26,889 26,745 ( 36,695 ) ( 323 ) 759 1,529 ( 179 ) ( 27,592 ) 13,167 191,147 29,968 25,271 ( 4,554 ) ( 2,013 ) ( 1,626 ) 488,626 698,321

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Taiwan Mask Corporation	Taiwan Mask Corporation
Standalone Statements of Cash Flow
For the Years Ended December 31, 2021		and 2020
				Unit: NT$Thousand
			January 1 to	January 1 to
	Notes	December31,2021		December31,2020
Interest Received			3,245	11,688
Dividends Received			3,288	-
Interest Paid	(		56,986 ) (	26,774 )
Income Tax Paid	(		106,485 ) (	29,470 )
Net Cash In-Flow from Operating Activities			331,688	653,765

(Continued)

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Taiwan Mask Corporation Standalone Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Unit: NT$Thousand

January 1 to January 1 to Notes December 31, 2021 December 31, 2020

Cash Flow from Investment Activities
Acquisition of Amortized Cost Financial Assets		( $	3 ) ( $	6,004 )
Acquisition of investment property by the Equity
Method		(	367,671 ) (	300,000 )
Return of capital by investee company			180,000	8,206
Other Receivables－Related Parties			609,195 (	94,782 )
Acquisition of Property, Plants and Equipment	6(30)	(	1,562,684 ) (	2,011,023 )
Disposal of Property, Plants and Equipment			-	62
Acquisition of Intangible Assets		(	12,257 ) (	3,491 )
Decrease (Increase) of Refundable Deposits		(	4,956 )	1,682
Net Cash Outflow from Investing
Activities		(	1,158,376 ) (	2,405,350 )
Cash Flows from Financing Activities
Increase of Short Term Loan	6(31)		2,960,484	2,550,534
Redemption of Short Term Loan	6(31)	(	3,549,084 ) (	1,801,934 )
Increase of Long Term Loan	6(31)		1,891,000	1,332,000
Redemption of Long Term Loan	6(31)	(	962,427 ) (	55,000 )
Issue of convertible bonds	6(31)		2,297,099	-
Distribution of cash dividends	6(19)	(	379,071 ) (	252,714 )
Treasury stocks transfer to employees			722,059	307,591
Treasury stock buyback cost		(	828,884 ) (	306,920 )
Redemption of Lease Principal	6(31)	(	19,912 ) (	17,016 )
Increase in Guarantee Deposits Received	6(31)		436	3,359
Transfer of unclaimed dividends as Additional
Paid-in Capital			-	3,566
Payment of overdue unclaimed dividends		(	9 )	-
Net Cash In-Flow (Out-Flow) from
Funding Activities			2,131,691	1,763,466

The attached notes to the standalone financial statements are part of the standalone financial report.

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Chairman: Sean Chen

Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang

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Taiwan Mask Corporation Standalone Statements of Cash Flow For the Years Ended December 31, 2021 and 2020

Increase (Decrease) of Cash and Cash Equivalents Beginning Balance of Cash and Cash Equivalents Ending Balance of Cash and Cash Equivalents	Notes	January 1 to December31,2021 1,305,003 493,838 $ 1,798,841	Unit: NT$Thousand January 1 to December31,2020 11,881 481,957 $ 493,838

The attached notes to the standalone financial statements are part of the standalone financial report.

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Chairman: Sean Chen

Manager: Lidon Chen -53-

Accounting Supervisor: Yi-Ting Yang

[Attachment 8]

Taiwan Mask Corporation 2021 VIII. Earnings distribution schedule

Unit: NTD

Items	Amount
Undistributed earnings at the beginning of the period Less: Adjustment of earnings distribution for maintaining the fixed dividend distribution rate (NT$1.5 per share) Adjusted undistributed earnings at the beginning of the period The remeasurement of the defined benefit plan recognized in retained earnings. Changes in shares of affiliates and joint ventures recognized under the equity method Adjusted undistributed earnings Net Income (Loss) Less: Legal reserve Less: Cash dividends (NT$1 per share) Undistributed earnings at the end of the period	389,664,979 (19,500,000)
	370,164,979
	1,189,015 (47,812,955)
	323,541,039
	1,185,776,750 (113,915,281) (255,673,535)
	1,139,728,973

Note:

1. The distribution of cash dividends this time adopts the calculation method of “round down to the nearest dollar,” fractions that do not amount to a full NT$1 shall be added and recognized by the Company as other income.

2. While the distribution of earnings is kept at NT$1 per share, if there are regulatory changes by the competent authority or changes to the Company's capital, such as conversion of convertible bonds into equity, which affect the number of shares outstanding before the dividends record date, the chairman is authorized to make changes to the profit distribution schedule, dividends record date and payment date and other relevant matters.

3. The chairman of the board of directors is authorized to separately set the base date dividend distribution once the cash dividend proposal is approved by the shareholders at the regular shareholders’ meeting.

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Chairperson:

Managerial Officer: - 54 -

Accounting Officer:

[Attachment 9]

Taiwan Mask Corporation

IX. Comparison of Amendments to Provisions of “Articles of Incorporation”

	Amended provisions		Current provisions	Explanation
	Article 11 There shall be two types of shareholders' meetings: I. Regular meetings shall be held once a year, within six months after the end of each fiscal year, convened by the board of directors in accordance with law. II. And extraordinary meetings shall be convened when necessary in accordance with law. III.The Company’s shareholders’meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.		Article 11 There shall be two types of shareholders' meetings: I. Regular meetings shall be held once a year, within six months after the end of each fiscal year, convened by the board of directors in accordance with law II. And extraordinary meetings shall be convened when necessary in accordance with law.	Amended in accordance with laws and regulations and practical needs.
	Article 23-1 If the Company any surplus in earnings after annual accounting close, the Company shall first pay tax, make up for accumulated loss of previous years and then set aside 10% as legal reserve. However, if legal reserve balance has reached the Company's paid-in capital, no more legal reserve should be provided for, and the remainder may be appropriated or reversed as a special reserve in accordance with the law or the regulations of the competent authorities. If there is still surplus, the remainder shall be added to the accumulated undistributed earnings and the board of directors shall prepare an earnings distribution proposal. If the distribution is made by issuing new shares, the distribution shall be approved by the		Article 23-1 Any surplus from profit concluded at the end of year by the Company shallfirst make up for previous losses and pay taxes,followed by 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any earnings remaining shall be distributed as shareholders’dividends in whole or partially.	In accordance with Article 240 and Article 241 of the Company Act, the Board of Directors is authorized to distribute dividends and bonuses or legal reserve and capital reserve in cash by special resolution and report to the shareholders' meeting.

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	Amended provisions	Current provisions	Explanation
	shareholders'meeting; If the Company distributes all or part of the dividends and bonuses or legal reserve and capital surplus in the form of cash, the Board of Directors is authorized to do so with the presence of at least two-thirds of the directors and the approval of a majority of the directors present, and to report to the shareholders' meeting.
	Article 26 The Articles of Incorporation were established on October 7, 1988. The 1st amendment was made on May 29, 1990. The 2nd amendment was made on April 2, 1991, and the 3rd amendment was made on May 4, 1992. The 4th amendment was made on April 26, 1994. The 5th amendment was made on May 28, 1994. The 6th amendment was made on June 6, 1995. The 7th amendment was made on June 1, 1996. The 8th amendment was made on May 21, 1997. The 9th amendment was made on May 21, 1998. The 10th amendment was made on May 5, 1999. The 11th amendment was made on June 12, 2000. The 12th amendment was made on April 24, 2001. The 13th amendment was made on May 28, 2002. The 14th amendment was made on June 3, 2003. The 15th amendment was made on June 24, 2004. The 16th amendment was made on June 12, 2006. The 17th amendment was made on June 18, 2010. The 18th amendment was made on June 22, 2011. The 19th amendment was made on June 23, 2016. The 20th amendment was made on June 23,2017.	Article 26 The Articles of Incorporation were established on October 7, 1988. The 1st amendment was made on May 29, 1990. The 2nd amendment was made on April 2, 1991, and the 3rd amendment was made on May 4, 1992. The 4th amendment was made on April 26, 1994. The 5th amendment was made on May 28, 1994. The 6th amendment was made on June 6, 1995. The 7th amendment was made on June 1, 1996. The 8th amendment was made on May 21, 1997. The 9th amendment was made on May 21, 1998. The 10th amendment was made on May 5, 1999. The 11th amendment was made on June 12, 2000. The 12th amendment was made on April 24, 2001. The 13th amendment was made on May 28, 2002. The 14th amendment was made on June 3, 2003. The 15th amendment was made on June 24, 2004. The 16th amendment was made on June 12, 2006. The 17th amendment was made on June 18, 2010. The 18th amendment was made on June 22, 2011. The 19th amendment was made on June 23, 2016. The 20th amendment was made on June 23,2017.	Added the date of amendment

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	Amended provisions	Current provisions	Explanation
	The 21st amendment was made on June 11, 2019. The 22nd amendment was made on June 10, 2020.The 23rd amendment was made on May 26, 2022	The 21st amendment was made on June 11, 2019. The 22nd amendment was made on June 10, 2020.

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[Attachment 10]

Taiwan Mask Corporation

X. Comparison of amendments to provisions of procedures for acquisition or disposal of assets

Amended provisions	Current provisions	Explanation
Article 4 The total amount of real estate and right-to-use assets thereof or marketable securities that the Company and each of its subsidiaries may purchase individually and the limits on investment in individual marketable securities are as follows I. The cumulative amount of real estate acquired for non-operating use shall not exceed20% of the total assetsof the Company's most recentaudited or reviewed consolidated financial statements,and the cumulative amount of right-of-use assets acquired shall not exceed 50% of the total assetsof the Company's most recentaudited or reviewed consolidated financial statements. II. The total amount of investments in securities shall not exceed70%of the total assets of the Company's most recentlyaudited or reviewedconsolidated financial statements,except as otherwise approved by the Board of Directors. III. The amount of investments in individual securities shall not exceed50% of the total assets of the Company's most recentlyaudited or reviewedconsolidated financial statements,except as otherwise approved by the Board of Directors.	Article 4 The total amount of real estate and right-to-use assets thereof or marketable securities that the Company and each of its subsidiaries may purchase individually and the limits on investment in individual marketable securities are as follows I. The cumulative amount of real property acquired for non-operating use shall not exceed 50% of the Company's most recently audited financial statements; the cumulative amount of the right-of-use assets acquired shall not exceed 50% of the Company's most recent financial statements attested by CPAs. II. The total amount of investment in securities shall not exceed 50% of the Company's total assets as of the date of the most recent financial statements attested by CPAs. III. The amount of investment in individual securities shall not exceed 50% of the Company's paid-in capital as of the date of the Company's most recent financial statements attested by CPAs.	In line with the Company's development needs
Article 5 II. Omitted 1. Omitted 2. Evaluation methods The acquisition or disposal of real estate and equipment orright-of-use assetsshall be preceded by inquiries, comparisons and bargaining by the purchasing department as a reference for evaluating the transaction price. Except for transactions with domestic government agencies, arrangement on engaging others to build on the company's own land, engaging others to build on rented land, or acquisition or disposal of equipment or right-of-use assets for business use,where	Article 5 II. Omitted 1. Omitted 2. Evaluation methods The acquisition or disposal of real estate or other fixed assets shall be preceded by inquiries, comparisons and bargaining by the purchasing department as a reference for evaluating the transaction price. Except for transactions with domestic government agencies, arrangement on engaging others to build on the company's own land, engaging others to build on rented land, or acquisition or disposal of equipment or right-of-use assets for business use,where the transaction	1. Amended in accordance with Article 9-11 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies". 2. Amended with adjustment of order.

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the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of occurrence of the fact, and the following requirements shall be met:

amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of occurrence of the fact, and the following requirements shall be met:

(1) In the event that the professional appraiser's appraisal result meets one of the following conditions, unless the appraisal result of the assets acquired is higher than the transaction amount, or the appraisal result of the assets disposed of is lower than the transaction amount, a CPA shall be requested to express a specific opinion on the reason for the difference and the fairness of the transaction price. Where the difference between the appraisal result and the transaction amount is 20% or more of the transaction amount, a CPA shall be requested to express a specific opinion on the reason for the difference and the fairness of the transaction price. (b) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. If The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

(1) If the difference between the professional appraiser's appraisal result and the transaction amount is 20% or more of the transaction amount, a certified public accountant shall be requested to follow the provisions of Statement of Auditing Standards No. 20 and express a specific opinion as to the reason for the difference and the fairness of the transaction price.

(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. If The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount, a certified public accountant shall be engaged to follow the provisions of Statement of Auditing Standards No. 20 and perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.

(3) For appraisals made prior to the date of contract formation, the date of the professional appraiser's report is issued shall not be more than three months from the date of establishment of the contract. However, if the announced current value of the same period is applicable and is less than six months old, an opinion letter issued by the original professional appraiser shall suffice.

(2) For appraisals made prior to the date of contract formation, the date of the professional appraiser's report is issued shall not be more than three months from the date of establishment of the contract. However, if the announced current value of the same period is applicable and is less than six months old, an opinion letter issued by the original professional appraiser shall suffice.

(4) If there are special reasons for using a limited price, a specific price, or a special price as the reference for the transaction price, the transaction shall be submitted to the board of directors for approval, and any future changes to the transaction terms shall be handled in accordance with the above procedures.

(3) If there are special reasons for using a limited price, a specific price, or a special price as the reference for the transaction price, the transaction shall be submitted to the board of directors for approval, and any future changes to the transaction

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terms shall be handled in accordance with the above procedures. Intangible assets such as memberships, patents, copyrights, trademarks, and franchises. 1. Operating procedures: Omitted 2. Evaluation methods The user department shall provide relevant data to the finance department to analyze whether the acquisition or disposal of intangible assets has material benefits to the Company's current and future business development, and prepare an analysis report and submit it together with the documents for approval. If the transaction amount of the acquisition or disposal of intangible assets reaches 20% of the paid-in capital or NT$300 million or more, a CPA shall be consulted to express an opinion on the reasonableness of the transaction price (the CPA and the party involved in the transaction shall not be related parties). 3. Omitted	Intangible assets such as memberships, patents, copyrights, trademarks, and franchises. 1. Operating procedures: Omitted 2. Evaluation methods The user department shall provide relevant data to the finance department to analyze whether the acquisition or disposal of intangible assets has material benefits to the Company's current and future business development, and prepare an analysis report and submit it together with the documents for approval. If the transaction amount of the acquisition or disposal of intangible assets reaches 20% of the paid-in capital or NT$300 million or more, a CPA shall be consulted to follow the provisions of Statement of Auditing Standards No. 20 and express an opinion on the reasonableness of the transaction price (the CPA and the party involved in the transaction shall not be related parties). 3. Omitted
Article 6 Procedures for acquisitionor disposal of assetsfrom related parties I. When the Company intends to acquire ordispose of real estate or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of	Article 6 Procedures for acquisition or disposal of real estate from related parties I. The Company. when acquiring real estate from a related party, should follow with the provisions of the preceding paragraph, and shall also follow the following provisions. II. The following information shall be approved by the Audit Committee and submitted to the Board of Directors for approval before the Company acquires real estate from a related party. 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of real estate. 2. The reason for choosing the related party as a transaction counterparty. 3. Information related to the evaluation of the reasonableness of the predetermined transaction conditions in accordance with the provisions of Paragraph 3 of this Article. 4. The date and price at which the related party originally acquired the real estate, the original transaction counterparty,and	Amended in accordance with Article 15 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".
assets other than real estate or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except
in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption
of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by
the audit committee and the board of directors. 1. Thepurpose,necessity and anticipated benefit of the acquisition or

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disposal of assets. that transaction counterparty's relationship 2. The reason for choosing the related to the Company and the related party. party as a transaction counterparty. 5. Monthly cash flow forecasts for the 3. With respect to the acquisition of real year commencing from the anticipated estate or right-of-use assets thereof from a month of signing of the contract, and related party, information regarding evaluation of the necessity of the appraisal of the reasonableness of the transaction, and reasonableness of the preliminary transaction terms in funds utilization. accordance with Paragraph 3 of the 6. Restrictive covenants and other Article. important stipulations associated with the 4. The date and price at which the related transaction. party originally acquired the real estate, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 6. Restrictive covenants and other important stipulations associated with the transaction. 7. The valuation report issued by a professional appraiser, or the opinion of a CPA, as required, should be obtained. II. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its III. The evaluation of reasonableness of subsidiaries in which it directly or transaction costs: Omitted. indirectly holds 100% of the issued shares or authorized capital, the Company's board of directors may delegate the chairperson to decide such matters when the transaction is within NT$100 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting: 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 2. Acquisition or disposal of real estate right-of-use assets held for business use. III. The evaluation of reasonableness of real estate transaction costs: Omitted. IV. In the event that the Company or its non-domestic public subsidiaries have any transaction of the first paragraph, and

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the transaction amount reaches 10% or more of the total assets of the public company, the public company shall submit the information listed in the first paragraph to the shareholders'meeting for
approval before signing the transaction contract and making payment. However, this does not apply to the transaction the Company enters into with its subsidiaries,
or between its subsidiaries. V. The calculation of the transaction amount of the first and fourth paragraphs of this shall be based on the date of occurrence of the transaction and shall be
retroactive to one year, and the part of the
transaction that has been submitted to the
shareholders'meeting, the Board of Directors for approval and the Audit Committee for ratification in accordance with the provisions of the Procedures shall be exempt.
Article 8 Procedures for Public Disclosure of Information I.The standards, items, time limits and formats for reporting shall be announced in accordance with the"Regulations Governing the Acquisition and Disposal of Assets by Public Companies"and relevant laws and regulations.	Article 8 Procedures for Public Disclosure of Information I. Items required to be announced and reported and the announcement and reporting standards 1. Acquisition or disposal of real estate from related parties 2. Investment in Mainland China. 3. Merge, demerger, acquisition or transfer of shares. 4. Derivative transactions with losses reaching the maximum amount of all or individual contract losses as stipulated in the procedures. 5. Any asset transaction or disposal of creditor’s right of a financial institution other than those described in the preceding 4 subparagraphs, the amount of which reaches 20% or more of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the following circumstances: (1) Purchase and sale of government bonds. (2) Professional investors buy or sell marketable securities on the foreign or domestic stock exchanges or on the business premises of a securities firm (3)Tradingof bonds under repurchase	1. The announcement standard items are amended in accordance with Article 31 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies". 2. Adjustment of order.

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II. Announcement and reporting procedures: Omitted.	and resale agreements (4) The type of assets acquired or disposed of is machinery and equipment for business use, and the counterparty is not a related party, and the transaction amount is less than NT$500 million. (5) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million. 6. The aforementioned transaction amount in Subparagraph 5 is calculated as follows, and the term "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with regulations need not be counted toward the transaction amount. II. Time limit for making announcement and reporting: Under any of the aforementioned circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information as required by the Article within 2 days counting inclusively from the date of occurrence of the event: III. Announcement and reporting procedures: Omitted.
Article 9 Announcement and reporting by subsidiaries I. If a subsidiary is not a domestic public company and acquires or disposes of assets up to the standardsrequired by law to be announced and reported, the parent company shall handle the announcement and reporting matters on behalf of the subsidiary. II. In the announcement and reporting standards for subsidiaries, the term "20% of the Company's paid-in capital or 10% of its total assets" refers to the parent company'spaid-in capital or total assets	Article 9 Announcement and reporting by subsidiaries I. If a subsidiary is not a domestic public company and acquires or disposes of assets up to the standards required by Article 8 to be announced and reported, the parent company shall handle the announcement and reporting matters on behalf of the subsidiary. II. In the announcement and reporting standards for subsidiaries, the term "20% of the Company's paid-in capital or 10% of its total assets" refers to the parent company's paid-in capital or total assets.	Amended in accordance with Article 34 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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in its	standalone financial statements.
Article 15 The Procedures were established on January 16, 1991. The 1st amendment was made on July 17, 1992. The 2nd amendment was made on July 15, 1995. The 3rd amendment was made on November 24, 1999. The 4th amendment was made on June 3, 2003. The 5th amendment was made on June 12, 2006. The 6th amendment was made on June 15, 2007. The 7th amendment was made on June 22, 2011. The 8th amendment was made on June 28, 2012. The 9th amendment was made on June 23, 2017. The 10th amendment was made on June 11, 2019. The 11th amendment was made on June 10, 2020. The 12th amendment was made on May26,2022.			Added amended historical article orders.

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[Attachment 11]

			XI.List of independent director candidates	XI.List of independent director candidates
Job title	Account No.	Name	Academic Qualification	Experience	Current Position	No. of shares held
Independence Director	281862	Hui-Fen Chan	Master of Law, Boston University Bachelor of Law, National Taiwan University	Taiwan Attorney and New York State Attorney Qualification Chief Legal Officer, Altek Corporation Head of Legal Affairs, Siliconware Precision Partner Attorney, H. L. Partners Attorney, Lee and Li	Independent director, ITEQ CORPORATION Independent director, Stark Technology Inc. Independent Director, Formosa I Wind Power Co., Ltd. (Note 1) RAKU CO., LTD. TAIWAN BRANCH (CAYMAN ISLANDS) Director of Institutional Representative Independent director, IMOS-ChipMOS TECHNOLOGIES INC.	29,000 shares

Note 1: Formosa I Wind Power Co., Ltd. is not a public company.

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[Attachment 12]

XII. Positions concurrently held by independent Directors in other companies

Job title	Name	Positions Held in Other Companies
Independent Director	WANG,WEI-CHEN	Independent Director, ENNOSTAR Inc.
		Independent Director, FEATURE INTEGRATION TECHNOLOGY INC.
Independent Director	Hui-Fen Chan	Independent Director, Formosa I Wind Power Co., Ltd.
		Independent director, IMOS-ChipMOS TECHNOLOGIES INC.
		Director of Institutional Representative, Kino Co., Ltd.
		Independent director, Stark Technology Inc.
		Independent director, ITEQ CORPORATION

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[Appendix 1]

Taiwan Mask Corporation I. Articles of Incorporation (before amendment)

June 10, 2020

The amendment was approved by the 2020 regular shareholders' meeting

Chapter 1 General provisions

Article 1 The Company shall be organized under the provisions of the Company Act and shall be known in English as TAIWAN MASK CORPORATION. Article 2 The business of the Company shall be as follows: CC01080 Electronic Parts and Components Manufacturing F401010 International Trade I. Research and development, production, manufacturing and sales of photomask. II. To provide technical assistance, consulting, testing and certification, maintenance and repair services relating to the aforesaid products. Article 2-1 When the Company is a limited liability shareholder of another company, the total amount of its investment shall not exceed 40% of the paid-in capital as provided in Article 13 of the Company Act.

• Article 3 The Company shall establish its head office in the Hsinchu Science Park, and may establish branches outside of Taiwan only with the resolution of the Board of Directors and the consent of the competent authorities when necessary.

• Article 4 The Company may act as a guarantor to external parties. Article 5 Deleted

Chapter 2 Shares

• Article 6 The total capital of the Company is set at NT$5 billion, divided into 500 million shares (including 20 million shares of employee stock options), all of which are common shares with an amount of NT$10 per share, of which the unissued shares are authorized to be issued by the Board of Directors in installments.

• Article 6-1 Deleted

• Article 7 Deleted

• Article 8 The shares of the Company shall be in registered form, numbered, signed or sealed by the directors representing the Company, and issued after obtaining a certification from a bank permitted by the competent authority for issuance and certification of stocks. The shares issued by the Company may be exempted from printing stocks in accordance with the Company Act, but the shares should be registered with the centralized securities depository institution.

• Article 9 Changes in the shareholder roster of the Company shall cease not later than 60 days prior to the date of the regular shareholders’ meeting, not later than 30 days prior to the date of the special shareholders’ meeting, or not later than five days prior to the date on which the Company decides to distribute dividends and bonuses or other benefits.

Article 10 Deleted

Chapter 3 Shareholders’ meeting

• Article 11 There shall be two types of shareholders' meetings: regular meetings shall be held once a year, within six months after the end of each fiscal year, convened by the board of directors in accordance with law, and extraordinary meetings shall be convened when necessary in accordance with law.

I. An regular shareholders’ meeting shall be held at least once a year, within six

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months after the end of each fiscal year, by the Board of Directors in accordance with the law..

• II. The special shareholders’ meeting may be convened when necessary in accordance with the law..

• Article 12 When a shareholder is unable to attend the shareholder meeting for some reason, the proxy form issued by the Company shall be provided, specifying the scope of authorization, and a proxy shall be appointed to attend.

• Article 13 The shareholders of the Company shall have one voting right per share unless otherwise provided for in the relevant laws.

• Article 14 Unless otherwise required by the Company Act, a resolution in a shareholder meeting should be made with the presence of shareholders representing a majority of the total number of outstanding shares and with the consent of a majority of the voting rights of the shareholders present.

Chapter 4 Directors and Audit Committee

• Article 15 The Company shall have five to seven directors (including at least three independent directors and not less than one-fifth of the number of directors), whose terms of office shall be three years, and whose election shall be made by the candidate nomination system The Company may purchase liability insurance for the Directors by resolution of the Board of Directors.

• Article 15-1 The Company shall have an audit committee consisting of all independent directors, the number of which shall not be less than three, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.

• Artcle 16 The total amount of shares held by all directors of the Company shall be subject to the provisions of Article 26, Paragraph 2 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.

• Article 17 The Board of Directors shall be organized by the Directors, and the Directors shall attend the Board of Directors' meetings in person, or if they are unable to attend for any reason, they may appoint another Director to attend by proxy.

  • At a meeting of the Board of Directors, two-thirds or more of the Directors shall attend and a majority of the Directors present shall agree to elect from among themselves a chairman of the Board of Directors, who shall represent the Company externally.

  • The Board of Directors shall meet at least once a quarter. The Company's Board of Directors shall convene a meeting by giving seven days' notice to each Director. However, in case of emergency, the Board of Directors may meet at any time. The foregoing notice shall be given in writing, by e-mail or by facsimile, stating the causes and subjects of the meeting.

• Article 18 Resolutions regarding significant matters of the Company shall be passed by a majority of the Board of Directors with at least two-thirds of the Directors present, and the significant matters that shall be specially resolved in accordance with this Article are as follows:

  • I. Change of the Articles of Incorporation.

  • II. Review of budget and final business and accounting reports.

  • III Proposal for dissolution, division or merger of the Company with other

• companies.

• IV. Proposal for a resolution to distribute earnings or to make up losses.

• V. The approval of endorsements, acceptances, guarantees and commitments in the

• name of the Company.

• VI. Approval for financing, guarantees, acceptances, and other external advances and

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loans from financial institutions. VII. Approval to invest in other businesses. If the resolution of the Board of Directors on the significant issues mentioned above is also subject to the resolution of the shareholders' meeting, the resolution of the Board of Directors shall be submitted to the shareholders' meeting for resolution afterwards.

Article 19 If the chairman of the board of directors is absent from office or is unable to exercise his or her duties for any reason, his or her proxy shall be governed by Article 208 of the Company Act. Article 20 The remuneration of the Company's directors shall be determined by the Board of Directors with reference to the extent of each director's participation in the Company's operations and the value of his or her contribution, and with reference to the usual level of domestic and foreign industry payment standards.

Chapter 5 Managers Article 21 The Company may have a number of managerial officers whose appointment, dismissal and remuneration shall be in accordance with Article 29 of the Company Act.

Chapter 6 Accounting Article 22 At the end of each fiscal year, the Company's Board of Directors shall prepare: I. Business Report: II. Financial statements III. Earnings distribution or losses make-up proposal The business and accounting reports shall be submitted to the shareholders for adoption in accordance with the law.

Article 23 The Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any.

Employee remuneration, as mentioned above, can be paid in cash or in shares. Qualified employees of subsidiaries are also included in the payment. Current year profit situation as mentioned in the first paragraph refers to the profit which is the current year’s pre-tax profit before distribution of employee remuneration and directors remuneration. The distribution of employee and director remuneration shall be executed after the resolution approval at the Board meeting with more than two-thirds of directors attending and of more than half of the attending directors agreed and passed the resolution, and reported to the shareholders meeting. Article 13-1 Any surplus from profit concluded at the end of year by the Company shall first make up for previous losses and pay taxes, followed by 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any earnings remaining shall be distributed as shareholders’ dividends in whole or partially. Article 23-2 The Company takes into account the overall business environment, industrial growth, and the Company's long-term financial planning for stable operation and development to adopt a residual dividend policy, which is mainly based on the Company's future capital budgeting plan to measure the annual capital needs. After using the retained earnings for funding, the remaining surplus will be distributed in the form of dividends. Steps for distribution as below:

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• I. Decide on the best capital budget.

• II. Decide on the financing required for one of the capital budgeting

items.

• III. Decide on the amount of the financing to be supported by retained earnings (methods such as cash capital increase or corporate bonds and so on can be adopted as support).

• IV. After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.

Chapter 7 Supplementary Provisions

• Article 24 The directors, officers and employees of the Company shall not disclose or divulge to others the confidential documents of the Company or the confidential information on technology, markets, products, etc. obtained through their participation in the operation of the Company.

• Detailed confidential information on technology, markets, products, etc. of the Company shall not be reported to the shareholders' meeting without the consent of a majority of the shareholders present and voting on behalf of at least two-thirds of the total number of issued shares.

• Article 25 Matters not provided for in these Articles of Incorporation shall be governed by the provisions of the Company Act and other relevant laws and regulations.

• Article 26 The Articles of Incorporation were established on October 7, 1988. The 1st amendment was made on May 29, 1990. The 2nd amendment was made on April 2, 1991, and the 3rd amendment was made on May 4, 1992. The 4th amendment was made on April 26, 1994. The 5th amendment was made on May 28, 1994. The 6th amendment was made on June 6, 1995. The 7th amendment was made on June 1, 1996. The 8th amendment was made on May 21, 1997. The 9th amendment was made on May 21, 1998. The 10th amendment was made on May 5, 1999. The 11th amendment was made on June 12, 2000. The 12th amendment was made on April 24, 2001. The 13th amendment was made on May 28, 2002. The 14th amendment was made on June 3, 2003. The 15th amendment was made on June 24, 2004. The 16th amendment was made on June 12, 2006. The 17th amendment was made on June 18, 2010. The 18th amendment was made on June 22, 2011. The 19th amendment was made on June 23, 2016. The 20th amendment was made on June 23, 2017. The 21st amendment was made on June 11, 2019. The 22nd amendment was made on June 10, 2020.

==> picture [95 x 90] intentionally omitted <==

Taiwan Mask Corporation

==> picture [43 x 43] intentionally omitted <==

Chairman: Sean Chen

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[Appendix 2]

Taiwan Mask Corporation

II. Procedures for acquisition or disposal of assets (before amendment)

Article 1 Purpose

In order to protect the investment and implement the disclosure of information, the Company will follow the provisions of the procedures for acquisition or disposal of assets unless otherwise required by law.

Article 2 Scope of application

The term "assets" for the purposes of this procedure includes:

• I. Investments in stocks, bonds, corporate bonds, financial debentures, marketable securities of recognized funds, depositary receipts, call (sale) warrants, beneficiary securities and asset-based securities.

• II. Real estate (including land, buildings and construction, investment property, and inventories of construction industry) and equipment.

III. Memberships

• IV. Intangible assets such as patents, copyrights, trademarks, and franchises.

• V. Right-of-use Asset

VI. Creditor’s rights of financial institutions (including receivables, purchase and sale discounts, loans and collections)

VII. Derivatives

VIII. Assets acquired or disposed of by merger, demerger, acquisition or transfer of shares under the law.

IX. Other important matters

Article 3 The terms used in the procedures are defined as follows.

The terms "date of occurrence of the fact", "assets acquired or disposed of by merger, demerger, acquisition or transfer of shares under the law.", "related party", "subsidiary", "professional appraiser", and "investment in Mainland China" referred to in this procedure are defined in the same manner as the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", promulgated by the competent authorities.

• Article 4 The total amount of real estate and right-to-use assets thereof or marketable securities that the Company and each of its subsidiaries may purchase individually and the limits on investment in individual marketable securities are as follows

• I. The cumulative amount of real property acquired for non-operating use shall not exceed 50% of the Company's most recently audited financial statements; the cumulative amount of the right-of-use assets acquired shall not exceed 50% of the Company's most recent financial statements attested by CPAs.

• II. The total amount of investment in securities shall not exceed 50% of the Company's total assets as of the date of the most recent financial statements attested by CPAs.

• III. The amount of investment in individual securities shall not exceed 50% of the Company's paid-in capital as of the date of the Company's most recent financial

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statements attested by CPAs.

Article 5 Procedures for acquisition or disposal of assets from related parties

• I. Marketable securities

• Operating procedures:

  • The responsible processing department (Finance Department) should prepare the transaction terms based on the market conditions and analysis of the future outlook, and should follow the evaluation criteria of the Company's equity investment and the "Approval Authority Table of Procedures for the Acquisition or Disposal of Assets".

• Evaluation methods

  • When acquiring or disposing of marketable securities, the Company shall first obtain the most recent financial statements of the subject company, which have been attested or reviewed by CPAs, as a reference for evaluating the transaction price. If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a CPA shall be consulted to express an opinion on the reasonableness of the transaction price. However, this does not apply if the market price of the securities publicly quoted in an active market or the competent authority has stipulated otherwise.

• Executive unit.

When acquiring or disposing of marketable securities, the Finance Department shall be responsible for the execution of the acquisition or disposal in accordance with the approval authority of the "Approval Authority Table of Procedures for Acquisition or Disposal of Assets".

• II. Real estate (including land, buildings and construction, investment property, and inventories of construction industry) and equipment or right-of-use assets.

• Operating procedures:

  • The user department should submit an application according to its needs and follow the approval authority of the "Approval Authority Table of Procedures for Acquisition or Disposal of Assets".

• Evaluation methods

  • The acquisition or disposal of real estate or other fixed assets shall be preceded by inquiries, comparisons and bargaining by the purchasing department as a reference for evaluating the transaction price. Except for transactions with domestic government agencies, arrangement on engaging others to build on the company's own land, engaging others to build on rented land, or acquisition or disposal of equipment or right-of-use assets for business use, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of occurrence of the fact, and the following requirements shall be met:

  • (1) If the difference between the professional appraiser's appraisal result and the transaction amount is 20% or more of the transaction amount, a certified public accountant shall be requested to follow the provisions of Statement of Auditing Standards No. 20 and express a specific opinion as to the reason for the

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difference and the fairness of the transaction price.

• (2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. If The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount, a certified public accountant shall be engaged to follow the provisions of Statement of Auditing Standards No. 20 and perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.

• (3) For appraisals made prior to the date of contract formation, the date of the professional appraiser's report is issued shall not be more than three months from the date of establishment of the contract. However, if the announced current value of the same period is applicable and is less than six months old, an opinion letter issued by the original professional appraiser shall suffice.

• (4) If there are special reasons for using a limited price, a specific price, or a special price as the reference for the transaction price, the transaction shall be submitted to the board of directors for approval, and any future changes to the transaction terms shall be handled in accordance with the above procedures.

• Executive unit.

When the Company acquires or disposes of real estate (including land, buildings and structures, investment properties, and inventories for the construction industry) and equipment or right-of-use assets, the purchasing and finance departments shall be responsible for the execution of such transactions after submitting the approval authority in accordance with the aforementioned regulations.

III. Intangible assets such as memberships, patents, copyrights, trademarks, and franchises.

1. Operating procedures:

The user department should submit an application according to its needs and follow the approval authority of the "Approval Authority Table of Procedures for Acquisition or Disposal of Assets".

1. Evaluation methods

The user department shall provide relevant data to the finance department to analyze whether the acquisition or disposal of intangible assets has material benefits to the Company's current and future business development, and prepare an analysis report and submit it together with the documents for approval. If the transaction amount of the acquisition or disposal of intangible assets reaches 20% of the paid-in capital or NT$300 million or more, a CPA shall be consulted to follow the provisions of Statement of Auditing Standards No. 20 and express an opinion on the reasonableness of the transaction price (the CPA and the party involved in the transaction shall not be related parties).

1. Executive unit.

2. When the Company acquires or disposes of intangible assets such as memberships, patents, copyrights, trademarks, and franchises, the Company should submit the approval authority in accordance with the aforementioned regulations, and then the purchasing department and the finance department should be responsible for the execution.

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IV. Creditor’s right of financial institutions.

In principle, the Company does not engage in transactions to acquire or dispose of the creditor’s right of financial institutions, but if the Company wishes to engage in such transactions in the future, it will report to the board of directors to determine its procedures.

V. Derivatives

1. Transaction Type:

Derivative instruments are forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, and hybrid contracts made up of combinations of the aforementioned instruments, whose values are derived from assets, interest rates, exchange rates, indices, or other interests. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

1. Operating (hedging) strategies.

The main purpose is to hedge business risks. The selection of trading instruments should be based on hedging the risk of foreign exchange income, expenses, assets or liabilities arising from the Company's business operations (including those already held and expected to arise).

1. Division of authority and responsibility.

2. (1) Authority and responsibility of trading personnel

   • a. Responsible for developing the Company's financial instruments trading strategies within the scope of authority.

   • b. To control the limit of derivatives

   • c. Cash flow analysis

3. (2) Authority and responsibility of finance personnel

   • a. Contracts with counterparties, account opening procedures and review.

   • b. Clearing and settlement of transactions.

4. (3) Authority and responsibility of accounting personnel

   • a. Confirmation of transactions.

   • b. To record, disclose, and maintain transaction records in accordance with relevant regulations.

c. Periodically conduct a fair market valuation of its holdings and provide the valuation report to trading personnel and senior personnel authorized by the Board of Directors.

  - d. Make public announcements and reporting in accordance with the regulations of the competent securities authorities.

1. Approval authority.

2. In accordance with the Company's "Approval Authority Table of Procedures for Acquisition or Disposal of Assets"

3. Performance evaluation:

The performance of the Company is evaluated on a monthly basis on the basis of the exchange rate cost in the Company's accounting books and the gain or loss from

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derivative financial transactions, and the performance is submitted to the senior management authorized by the Board of Directors for reference.

1. Total amount of contracts and maximum amount of losses.

2. (1) Total amount of contracts: The finance department should keep track of the overall parts of the company to hedge the transaction risk. The amount of hedging transactions should not exceed the total amount of the company's actual foreign currency demand for import and export or the balance of borrowings.

3. (2) Maximum amount of loss: Hedging transactions are conducted in response to the actual needs of the Company and the risks faced are assessed and controlled in advance, provided that the maximum amount of loss does not exceed 20% of the total amount of individual contracts.

4. Risk management

The Company engages in derivative transactions, and its risk management scope and management measures are as follows:

• (1) Consideration of credit risk.

The Company selects financial institutions that have a good reputation with the Company and can provide professional information as the counterparties for trading.

• (2) Consideration of market risk.

The market price of derivatives fluctuates greatly. Therefore, the Company should collect sufficient market information for trend judgment and analysis before engaging in derivatives trading in order to reduce the amount of losses.

• (3) Consideration of liquidity risk.

In order to ensure the liquidity of trading commodities, the trading institution must have sufficient information and the ability to trade in any market at any time.

• (4) Consideration of operating risk.

The Company must comply with the authorization limits and operating procedures to avoid operating risks.

• (5) Consideration of legal risk.

If derivative transactions involve legal matters, legal advisors should be consulted to avoid legal risks.

• (6) Consideration of commodity risk.

An internal trading personnel should have complete and accurate professional knowledge of the derivatives traded in order to avoid losses caused by misuse of the derivatives.

• (7) Consideration of cash flow risk.

In addition to strictly complying with the authorization limits, the authorized dealer should also pay attention to the company's cash flow to ensure that there is sufficient cash available for payment at the time of settlement.

• (8) Trading personnel, confirmation, and settlement personnel shall not work concurrently serve for more than 1 of these roles

• (9) Risk measurement, supervision and control personnel shall be in separate departments from the aforementioned personnel (trading personnel and

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confirmation and settlement personnel) and shall report to senior executives who are not responsible for trading or part of the decision making.

  - (10) The positions held in hedging transactions shall be evaluated on a weekly basis (with respect to the risk assessment mentioned above), and the evaluation report shall be submitted to the senior management authorized by the Board of Directors.

1. Regular evaluation and handling of abnormal situations.

   • (1) The Board of Directors: Periodically evaluate whether the performance of derivative transactions is in accordance with the established business strategy and whether the risks assumed are within the Company's tolerance range.

   • (2) Senior personnel authorized by the Board of Directors..

     • a. Supervise and control the risk of derivative transactions at all times.

     • b. Shall periodically evaluate whether the risk management measures currently used are appropriate and in accordance with the "Guidelines for the Acquisition or Disposal of Assets" established by the securities authorities and the relevant provisions of these Procedures.

     • c. Shall monitor the transactions and profit and loss situation, and shall take necessary countermeasures and report to the Board of Directors immediately if any irregularities are detected. If independent directors are in place, the board of directors shall have independent directors present and express their opinions.

   • (3) The Company shall establish a referendum book for derivative transactions, including details of the type and amount of derivative transactions, the date of approval by the Board of Directors, performance evaluation reports, risk evaluation reports, and regular evaluations by the Board of Directors and senior executives authorized by the Board of Directors.

2. Internal audit

   • (1) The Company's internal audit personnel shall periodically review the appropriateness of the internal controls over derivative transactions, and audit the compliance of the trading department with the procedures for handling derivative transactions on a monthly basis, and prepare audit reports, and notify the Audit Committee in writing immediately if significant violations are found.

   • (2) The Company's audit personnel shall include derivative transactions in the audit plan and report the implementation of the previous year's annual audit plan to the competent securities authorities by the end of February of the following year, and report the improvement of irregularities to the competent securities authorities by the end of May of the following year.

3. VI. Assets acquired or disposed of by merger, demerger, acquisition or transfer of shares under the law.

4. Operating procedures:

   • (1) In the event of a merger, demerger, acquisition or transfer of shares, the Company shall appoint a CPA, attorney or securities underwriter (the CPA, attorney or securities underwriter shall not be related to the parties to the transaction) to express an opinion on the reasonableness of the share exchange

5. 76 -

ratio, acquisition price or allotment of cash or other property to the shareholders for discussion and approval by the board of directors prior to the resolution of the board of directors.

• (2) The Company shall prepare a public document to the shareholders prior to the shareholders' meeting, together with the expert opinion and the notice of the shareholders' meeting, on the material terms of the merger, demerger or acquisition and related matters, for the reference of whether to agree to the merger, demerger or acquisition.

• The Company may not convene a shareholders' meeting to resolve a merger, demerger, or acquisition under other laws and regulations.

In addition, where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

2. Other matters that should be noted:

• (1) Convening of board of directors' meetings and shareholders' meetings:

• A company participating in a merger, demerger, or acquisition shall convene a Board of Directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent.

A company participating in a transfer of shares shall call a Board of Directors meeting on the day of the transaction, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent.

The following information shall be kept as a complete written record for five years for future reference.

• a. Basic information of personnel:

• Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.

• b. Dates of material events:

• Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.

• c. Important documents and minutes:

• Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.

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• (2) Prior non-disclosure undertaking:

Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

• (3) Principles for determining and changing the share exchange ratio or acquisition price:

In principle, the share exchange ratio or acquisition price shall not be changed arbitrarily, except when the conditions for such change have been stipulated in the contract and have been publicly disclosed. The conditions under which the share exchange ratio or the acquisition price may be changed are as follows:

• a. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.

• b. An action, such as a disposal of major assets, that affects the Company's financial operations.

• c. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.

• d. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

• e. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

• f. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

• (4) Contents that should be contained in the contract: The contract of the merger, demerger, acquisition or transfer of shares shall specify the rights and obligations of the companies participating in the merger, demerger, acquisition or transfer of shares, and shall specify the following matters:

• a. Handling of breach of contract.

• b. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

• c. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

• d. The manner of handling changes in the number of participating entities or companies.

• e. Preliminary progress schedule for plan execution, and anticipated completion date.

• f. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

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• (5) Procedures for handling merger, demerger, acquisition, or transfer of shares:.In the event of a change in the number of companies involved in a merger, demerger, acquisition or transfer of shares. After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

• (6) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company and shall comply with the aforementioned items (1) (2) and (5)

• VII. Transactions of other significant assets: To be handled by the responsible processing department in accordance with the Company's Articles of Incorporation and the Regulations Governing the Authorization of Duties.

Article 6 Procedures for acquisition or disposal of real estate from related parties

• I. The Company. when acquiring real estate from a related party, should follow with the provisions of the preceding paragraph, and shall also follow the following provisions.

• II. The following information shall be approved by the Audit Committee and submitted to the Board of Directors for approval before the Company acquires real estate from a related party.

• The purpose, necessity and anticipated benefit of the acquisition or disposal of real estate.

• The reason for choosing the related party as a transaction counterparty.

• Information related to the evaluation of the reasonableness of the predetermined transaction conditions in accordance with the provisions of Paragraph 3 of this Article.

• The date and price at which the related party originally acquired the real estate, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party.

• Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

• Restrictive covenants and other important stipulations associated with the transaction.

III. The evaluation of reasonableness of transaction costs:

1. The Company shall evaluate the reasonableness of the transaction costs for the acquisition of real estate from related parties in accordance with the following

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methods:

• (1) The transaction costs should be based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

• (2) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

• Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding Paragraph.

• When the Company acquires real estate from a related party, the cost of the real estate shall be evaluated in accordance with the provisions of Paragraph 3, Subparagraph 1 and 2 of this Article, and a CPA shall be consulted to review and express specific opinions (the CPA and the parties to the transaction shall not be related parties).

• If the Company obtains real estate from a related party and the appraisal result is lower than the transaction price in accordance with Paragraph 3, Subparagraph 1 and 2 of this Article, the Company shall comply with Paragraph 3, Subparagraph 5 of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real estate appraiser and a CPA have been obtained, this restriction shall not apply:

• (1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

  • a. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

  • b. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in

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accordance with standard property market sale or leasing practices.

  - c. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

• (2) Where the Company acquiring real estate, or obtaining real estate right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding Paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real estate or obtainment of the right-of-use assets thereof.

• If the Company acquires real estate from a related party and the appraisal result is lower than the transaction price in accordance with Paragraph 3, Subparagraph 1, 2 and 4 of this Article, the Company shall do the following:

• (1) A special reserve shall be set aside by the Company in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real estate transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, Paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.

• (2) The independent directors of the Audit Committee shall be subject to the provisions of Article 218, Paragraph 1 and 2 of the Company Act mutatis mutandis.

• (3) Actions taken pursuant to the Subparagraph (1) (2) of the subparagraph shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

• (4) The Company and public companies whose investments in the Company are accounted for under the equity method and which are subject to the aforementioned provisions shall not utilize the special reserve until the Company has recognized a decline in value or disposed of the assets acquired at a higher price or has made appropriate compensation or restoration, or has other evidence to confirm that the special reserve is not unreasonable, and the competent securities authorities have approved the special reserve.

• The Company's related party transactions shall be handled in accordance with the

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provisions of the second Paragraph of this Article regarding evaluation and operating procedures under one of the following circumstances, and the provisions of Subparagraph 1, 2, 3 of Paragraph 3 of this Article regarding the evaluation of the reasonableness of the transaction costs shall not apply:

• (1) The related party acquired the real estate or right-of-use assets thereof through inheritance or as a gift.

• (2) More than 5 years will have elapsed from the time the related party signed the contract to obtain the real estate to the signing date for the current transaction.

• (3) The real estate is acquired through signing of a joint development contract with the related party

• If there is any other evidence that the Company’s related party transaction is not in accordance with business practice, the Company shall also handle it in accordance with the Paragraph 3, Subparagraph 5 of this Article.

Article 7 If the Company acquires or disposes of assets through a court auction process, the appraisal report or the opinion of a CPA may be replaced by a certificate issued by the court.

Article 8 Procedures for Public Disclosure of Information

• I. Items required to be announced and reported and the announcement and reporting standards

• Acquisition or disposal of real estate from related parties

• Investment in Mainland China.

• Merge, demerger, acquisition or transfer of shares.

• Derivative transactions with losses reaching the maximum amount of all or individual contract losses as stipulated in the procedures.

• Any asset transaction or disposal of creditor’s right of a financial institution other than those described in the preceding 4 subparagraphs, the amount of which reaches 20% or more of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the following circumstances:

  • (1) Purchase and sale of government bonds.

  • (2) Professional investors buy or sell marketable securities on the foreign or domestic stock exchanges or on the business premises of a securities firm

  • (3) Trading of bonds under repurchase and resale agreements

  • (4) The type of assets acquired or disposed of is machinery and equipment for business use, and the counterparty is not a related party, and the transaction amount is less than NT$500 million.

  • (5) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.

• The aforementioned transaction amount in Subparagraph 5 is calculated as follows, and the term "Within the preceding year" as used in the preceding paragraph refers

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to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with regulations need not be counted toward the transaction amount.

  - (1) Amount per transaction.

  - (2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

  - (3) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real estate or right-of-use assets thereof within the same development project within the preceding year.

  - (4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

• II. Time limit for making announcement and reporting: Under any of the aforementioned circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information as required by the Article within 2 days counting inclusively from the date of occurrence of the event:

• III. Announcement and reporting procedures: Omitted.

• The Company shall announce and report the relevant information on the website designated by the competent authority.

• The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the competent securities authority by the 10th day of each month.

• When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety.

• The Company when acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, referendum books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

• After the Company has announced and reported a transaction in accordance with the provisions of the preceding Article, the Company shall announce and report the relevant information on the designated website of the competent securities authority within two days from the date of occurrence of the fact under any of the following circumstances:

  • (1) Change, termination, or rescission of a contract signed in regard to the original transaction.

  • (2) The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

  • (3) Change to the originally publicly announced and reported information.

Article 9 Announcement and reporting by subsidiaries

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• I. If a subsidiary is not a domestic public company and acquires or disposes of assets up to the standards required by Article 8 to be announced and reported, the parent company shall handle the announcement and reporting matters on behalf of the subsidiary.

• II. In the announcement and reporting standards for subsidiaries, the term "20% of the Company's paid-in capital or 10% of its total assets" refers to the parent company's paid-in capital or total assets.

Article 10 Control procedures for subsidiaries.

Significant investments in equipment (NT$10 million or more), investments in securities and derivatives, and significant changes in property (NT$10 million or more) of the subsidiaries shall be approved in accordance with the subsidiary's approval authority table before proceeding.

• Article 11 Procedures for Implementation and Amendment of "Procedures for Acquisition or Disposal of Assets" by Subsidiaries

• The Company's subsidiaries shall also establish "Procedures for Acquisition or Disposal of Assets" in accordance with the relevant provisions of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", and the same applies to any amendment

• Article 12 The implementation and amendment of the "Procedures for Acquisition or Disposal of Assets" shall be approved by the Audit Committee and then approved by the Board of Directors and submitted to the shareholders' meeting for approval. If any director expresses dissenting opinion and there is a record or written statement, the Company shall send the information of the dissenting opinion of the directors to the Audit Committee In addition, if the Company has independent directors, when the "Procedures for Acquisition or Disposal of Assets" is submitted to the board of directors for discussion, the opinions of the independent directors shall be fully considered and their opinions and reasons for agreeing or disagreeing shall be included in the minutes of the meeting.

• Article 13 If the acquisition or disposal of assets is subject to the approval of the board of directors in accordance with the regulations, the Company shall send the information of the directors' dissenting opinions to the audit committee together with the minutes of the meeting if there is any dissenting opinion from the directors and there is a record or written statement. In addition, if the Company has independent directors, when a transaction for acquisition or disposal of assets" is submitted to the board of directors for discussion, the opinions of the independent directors shall be fully considered and their opinions and reasons for agreeing or disagreeing shall be included in the minutes of the meeting.

Article 14 Penalties

Any employee of the Company who undertakes to acquire or dispose of assets in violation of the procedures shall be subject to appropriate penalties according to the significance of the circumstances and shall be included in the year-end performance

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evaluation.

1st edition approved on January 16, 1991. Amended into the 2nd edition on July 17, 1992. Amended into the 3rd edition on July 15, 1995. Amended into the 4th edition on November 24, 1999 Amended into the 5th edition on June 3, 2003 Amended into the 6th edition on June 12, 2006 Amended into the 7th edition on June 15, 2007. Amended into the 8th edition on June 22, 2011. Amended into the 9th edition on June 28, 2012. Amended into the 10th edition on June 23, 2017. Amended into the 11th edition on June 11, 2019. Amended into the 12th edition on June 10, 2020.

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[Appendix 3]

Taiwan Mask Corporation

III. Procedures for Election of Directors

• Article 1: The election and appointment of the Company's Directors shall be handled in accordance with these regulations, unless otherwise provided by laws or regulations.

• Article 2: The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company’s Directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

• I. Basic requirements and values: Gender, age, nationality, and culture.

• II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each Board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the Board as a whole are as follows:

• I. The ability to make judgments about operations.

• II. Accounting and financial analysis ability.

• III. Business management ability.

• IV. Crisis management ability.

• V. Knowledge of the industry.

• VI. An international market perspective.

• VII. Leadership ability.

VIII. Decision-making ability.

More than half of the Directors shall be persons who have neither a spousal

relationship nor a relationship within the second degree of kinship with any other Director.

The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation.

• Article 3: The qualifications for the independent Directors of the Company shall comply with Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

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The election of independent Directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

• Article 4: Elections of both Directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

If for any reason the number of Directors is less than five, the Company shall hold a by-election at the most recent Shareholders' Meeting. However, if the number of Directors' vacancies reaches one-third of the number of seats set forth in the Articles of Incorporation, the Company shall convene an interim meeting of shareholders to hold a by-election within 60 days from the date of occurrence of the fact.

When the number of independent Directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next Shareholders Meeting to fill the vacancy. When the independent Directors are dismissed en masse, a special Shareholders Meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

• Article 5: The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

• Article 6: The Board of Directors shall prepare separate ballots for Directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the Shareholders Meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

• Article 7: The number of Directors will be as specified in the Company’s Articles of Incorporation, with voting rights separately calculated for independent and non-independent Director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

• Article 8: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel,

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among other assigned duties. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

• Article 9: The person to be elected as a Director shall be a person of capacity. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 10: A ballot is invalid under any of the following circumstances:

1. The ballots prepared by the person with the right to convene are not used.

2. A blank ballot is placed in the ballot box,

3. The writing is unclear and indecipherable or has been altered.

4. The name of the candidate does not match the list of nominated candidates for Director.

5. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

6. Article 11: Ballots will be opened on the spot after voting, and the result of the balloting shall be announced by the chairman.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year.

If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

• Article 12: The Procedures shall be adopted and implemented after approval in the Shareholders' Meeting and shall be amended in the same manner.

§ Versions §

Version 1Entered into effect on June 15, 2007

Version 2Amended on June 25, 2015

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Version 3Amended on June 23, 2017 Version 4Amended on May 31, 2021

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[Appendix 4]

Taiwan Mask Corporation

IV. Rules of Procedure for Shareholders’ Meetings

July 5, 2021 The amendment was approved by the 2021 regular shareholders' meeting

• I. The shareholders' meetings of the Company shall be conducted in accordance with the rules unless otherwise provided by law.

• II. The Company should furnish a signature book for attending shareholders, or the attending shareholders may hand in a sign-in card instead.

• The number of shares present shall be calculated based on the signature book or the sign-in card submitted.

• III. Voting in a shareholders' meeting should be calculated based on numbers of shares. The shareholders' meeting shall be held at the Company's location or at a place convenient for shareholders to attend and suitable for the shareholders' meeting, and the meeting shall commence no earlier than 9:00 a.m. or later than 3:00 p.m.

• V. The chairman should chair the meeting convened by the chairman. Vice-chairman is to chair the meeting on behalf of the chairman if the chairman takes the day off or for any reason cannot exercise the power. The chairman is to appoint a managing director on behalf of the vice-chairman if the vice-chairman cannot attend the meeting due to the aforementioned reasons. A director is assigned if there is no managing director. In the event that the chairman does not appoint anyone, the managing director or the directors are to recommend one person. If the shareholders’ meeting is convened by someone with the convening right but other than the Board of Directors, the chair of the meeting shall be the person with the convening right, and if there are more than two such persons, one of them shall be elected as the chair of the meeting.

• VI. The Company may appoint lawyers, CPAs or related personnel to sit in the shareholders' meetings.

• The personnel administering the shareholders' meeting should wear identification cards or armbands.

• VII. Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 1 year

• VIII. The chair should call the meeting to order at the scheduled meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement. No more than two such postponements, for a combined total of no more than one hour, may be made. When there are still insufficient attending shareholders representing more than one-third of the total issued shares after two postponements, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act

• Before the conclusion of the meeting, if the attending shareholders represent a majority of the total number of issued shares, the chair may submit a tentative resolution for voting by the shareholder meeting in accordance with Article 174 of the Company Act.

• IX. If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting should proceed in the order set by the agenda, which may not be changed without a resolution of the shareholder meeting.

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If a shareholder meeting is convened by someone with the convening right but other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis. The chair must not declare the meeting adjourned before conclusion of the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholder meeting.

• X. When discussing proposals, the proposals shall be discussed in the order of the agenda. The chair shall stop any speaker who violates the procedures. In addition to the motions listed on the agenda, any other motions, amendments or substitutions of original motions proposed by the shareholders shall be seconded by other shareholders, and the shares represented by the proposer and the seconder shall reach 10% of the total number of issued common shares.

• XI. Before speaking, an attending shareholder must specify the subject of the speech on a speaker slip , his or her shareholder account number (or attendance card number) and account name. The order in which shareholders speak will be set by the chair.

Shareholders who have just prepared the speech memo without taking the floor for delivery of speech shall be deemed no delivery of speech. In case the content of the speech delivered on the floor is irrelevant with the content in the speech memo, the latter shall prevail. When a shareholder is having the floor, all other shareholders shall not interfere unless at the consent of the chair or the shareholder who is taking the floor. Any unrestrained action shall be discouraged by the chair.

• XII. A shareholder may not speak more than twice on the same proposal and each time shall not exceed five minutes.

• If the shareholder's speech violates the rules or exceeds the scope of the topic, the chair may terminate the speech.

• XIII. When an institution is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

• When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

• XIV. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

• XV. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to voting, the chair may announce the discussion closed, call for voting, and schedule sufficient time for voting.

• XVI. Monitoring and counting personnel for voting on a proposal shall be appointed by the chair, but all monitoring personnel should be shareholders. Voting results shall be made known on-site immediately and recorded in writing.

XVII. When a meeting is in progress, the chair may announce a break based on time considerations XVIII. Unless otherwise required by the Company Act and by the Company's Article of

• Incorporation, the approval of a proposal shall require an affirmative vote of a majority of the voting rights of the attending shareholders.

For the motion that the chair consults every attending shareholder without any objection, it is considered passed with the same effectiveness as the voting.

• XIX. For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the vote order. If one of the proposals has been passed, the other proposals are viewed as denied and no more voting will be conducted.

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• XX. The chair may direct proctors (or security personnel) to help maintain order in the meeting place. The proctors (or security personnel) help maintaining order at the meeting place shall wear an identification card or armband bearing the word "Proctor."

• XXI. The rules shall come into force after approved by the shareholders' meeting, and the same applies to any amendment.

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[Appendix 5]

Taiwan Mask Corporation V. Shareholding of all directors

• I. The Company has a paid-in capital of NT$2,556,735,350 and has issued 255,673,535 shares of common stock, and has an audit committee with all independent directors in place of supervisors in accordance with Article 14-4 of the Securities and Exchange Act.

• II. In accordance with Article 26 of the Securities and Exchange Act and the " Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if two or more independent directors are elected, the shareholding percentage of all directors other than independent directors shall be reduced to 80%, and the minimum number of shares to be held by all directors other than independent directors of the Company shall be 12,000,000 shares.

• III. As of March 28, 2022, the date of stock transfer suspension of the shareholders' meeting, the number of shares held by each individual and all directors as recorded in the shareholder roster is as follows:

s as follows:	s as follows:
		As of 2022.03.28
			Holding
Job title	Name	No. of shares held
			percentage(%)
Chairperson	Sean Chen	2,000,000	0.78
Director	Lidon Chen	2,830,000	1.11
Director	Chao-Yi Wu	9,907,000	3.87
Director	Fushuo Investment Co., Ltd. Representative: Martin Chu	4,364,000	1.71
Independent Director	WANG,WEI-CHEN	0	0
Independent Director	Huan-Kuei Cheng	6,051	0.00
Total ofalldirectors		19,107,051	7.47

• IV. The total number of shares held by all directors of the Company, other than independent directors, has reached the legally required percentage.

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