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TMC AGM Information 2022

Aug 5, 2022

52014_rns_2022-08-05_4a4fed36-a242-47ae-a09a-b370dbf5734d.pdf

AGM Information

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Taiwan Mask Corporation

Minutes for 2022 Annual General Meeting of Shareholders

Time: 09:00 am, May 26, 2022 (Thursday)

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

  • Attendance: A total of 134,513,694 shares (including 34,733,569 shares attended by electronic means) represented by shareholders and proxies attended, accounting for 62.72% of the total number of 214,457,095 issued shares (excluding shares without voting rights) of the Company.

Chair: Chairman Sean Chen

Minute Taker: Eve Yang

Directors in Presence: Chairman Cheng-Hsiang Chen, director Lidon Chen and independent director Wei-Chen Wang (convener of the Audit Committee), independent director Huan-Kuei Cheng and director Chao-Yi Wu.

Attendance: Vice president Eve Yang, CPA Tien-I Li

  • I. Call the meeting to order: The number of shares present has reached the quorum, and the chairman announced the start of the meeting.

  • II. Chairperson's opening remarks: Omitted.

III. Report:

  • (I) For the 2021 business report, please refer to Attachment 1.

  • (II) For the report on the Audit Committee’s review of the Company's 2021 business and accounting reports, please refer to Attachment 2.

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

  • 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.

  • 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

  • 1 -

percentage of 1.16%.

  • (IV) Endorsement and guarantee of the Company and its subsidiaries for the year ended December 31, 2021.

  • 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.

  • For the endorsement and guarantee of the Company and its subsidiaries for the year ended December 31, 2021, please refer to Attachment 3.

  • (V) Report on the Company’s 28th share repurchase.

  • 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.

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
Percentage of volume repurchased over
the estimated volume of share
repurchase

74.75%
Volume of shares with completed
offset and transfer
0 share
Accumulated number of shares held by
the Company
4,485,000 shares
Percentage of accumulated number of
shares held by the Company over the
total number of issued shares
1.77%
  • 2 -

  • Please refer to Attachment 4 for the measures for share repurchase for transferring to employees.

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

Present the above content for review.

  • 3 -

IV. Adoption:

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

Summary: Presenting the Company’s 2021 business report and financial statements for ratification.

  • 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, Attachment 6, and Attachment 7.

  • Resolution: The voting results of the motion are shown as follows. The number of votes in favor of the motion exceeded the statutory amount, and the motion was approved. The results of voting are as follows:

Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting rights
of
shareholders
present(%)
133,478,326
shares
Number in favor:
(Voting rights exercised by electronic means:
130,114,976
31,400,219
shares
shares)
97.48%
Number against:
(Voting rights exercised by electronic means:
28,877
28,877
shares
shares)
0.02%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by electronic means:
3,334,473
3,304,473
shares
shares)
2.49%

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

Summary: Presenting the proposal for 2021 profit distribution for ratification.

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 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: The voting results of the motion are shown as follows. The number of votes in favor of the motion exceeded the statutory amount, and the motion was approved. The results of voting are as follows.

  • 4 -
Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting rights
of
shareholders
present(%)
133,478,326
shares
Number in favor:
(Voting rights exercised by electronic means:
130,080,801
31,366,044
shares
shares)
97.45%
Number against:
(Voting rights exercised by electronic means:
61,922
61,922
shares
shares)
0.04%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by electronic means:
3,335,603
3,305,603
shares
shares)
2.49%

V. Discussion Topics

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: The voting results of the motion are shown as follows. The number of votes in favor of the motion exceeded the statutory amount, and the motion was approved. The results of voting are as follows.

  • 5 -
Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting rights
of
shareholders
present(%)
133,478,326
shares
Number in favor:
(Voting rights exercised by electronic means:
129,131,901
30,417,144
shares
shares)
96.74%
Number against:
(Voting rights exercised by electronic means:
33,167
33,167
shares
shares)
0.02%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by electronic means:
4,313,258
4,283,258
shares
shares)
3.23%

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 for a comparison of amendments to provisions.

Resolution: The voting results of the motion are shown as follows. The number of votes in favor

of the motion exceeded the statutory amount, and the motion was approved. The results of voting are as follows.

Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting rights
of
shareholders
present(%)
133,478,326
shares
Number in favor:
(Voting rights exercised by electronic means:
125,410,458
26,695,701
shares
shares)
93.95%
Number against:
(Voting rights exercised by electronic means:
3,765,044
3,735,044
shares
shares)
2.82%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by electronic means:
4,302,824
4,302,824
shares
shares)
3.22%

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

  • 6 -

Acquisition or Disposal of Assets".

  • (II) Please refer to Attachment 10 for a comparison of amendments to provisions.

Resolution: The voting results of the motion are shown as follows. The number of votes in favor of the motion exceeded the statutory amount, and the motion was approved. The results of voting are as follows.

Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting rights
of
shareholders
present(%)
133,478,326
shares
Number in favor:
(Voting rights exercised by electronic means:
125,206,951
26,492,194
shares
shares)
93.80%
Number against:
(Voting rights exercised by electronic means:
3,968,066
3,938,066
shares
shares)
2.97%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by electronic means:
4,303,309
4,303,309
shares
shares)
3.22%

VI. 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 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.

  • 7 -

Election results: The list of elected directors and the number of rights elected are as follows:

Job title Account number or
personal
identification
number
Name of account or
person's name
Number of rights
elected
Independent
Director
281862 Hui-Fen Chan 125,374,160 shares

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, 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: The voting results of the motion are shown as follows. The number of votes in favor of the motion exceeded the statutory amount, and the motion was approved. The results of voting are as follows.

Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting rights
of
shareholders
present(%)
133,478,326
shares
Number in favor:
(Voting rights exercised by electronic means:
128,955,818
30,241,061
shares
shares)
96.61%
Number against:
(Voting rights exercised by electronic means:
154,233
124,233
shares
shares)
0.11%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by electronic means:
4,368,275
4,368,275
shares
shares)
3.27%
  • 8 -

VII. Extraordinary Motions: None.

  • VIII. Ending of meeting: At 09:20 am on the same day, the chairperson announced the ending of the meeting.

*Note: The meeting minutes recorded the essentials and results of the meeting in accordance with the provisions of Paragraph 4, Article 183 of the Company Act. The actual content, procedures and shareholder speeches during the meeting are subject to the audio and video recordings of the meeting.

  • 9 -

[Attachment 1]

Taiwan Mask Corporation 2021 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, we are working with compound semiconductor vendors to develop the required photomask manufacturing services.

  4. The Group’s synergy integration and full performance: Under the foundation of photomask service by the parent company, combining with its subsidiaries,

  5. 10 -

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.

Chairperson: Managerial Officer: Accounting Officer:

  • 11 -

[Attachment 2]

Taiwan Mask Corporation

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

==> picture [96 x 92] intentionally omitted <==

Taiwan Mask Corporation

Audit Committee convener: WANG, WEI-CHEN

==> picture [141 x 53] intentionally omitted <==

Audit Committee member: CHENG, HUAN-KUEI

==> picture [156 x 55] intentionally omitted <==

March 4, 2022

  • 12 -

[Attachment 3]

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

Taiwan Mask Corporation and Subsidiaries Endorsements and Guarantees to Others For the Year Ended December 31, 2021

Unit: NT$Thousand (Unless otherwise specified)

No.
(Note
1)
Endorser/
guarantor
Guaranteed Party Guaranteed Party Maximum
Balance
for the
Period
Ending
Balance
Amount
Actually
Drawn
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
Guarantee
Provided to
Subsidiaries
in Mainland
China
Note
Name of
Company
Relationship
(Note 2)
Limit of
endorsement
and guarantee
for a single
enterprise
(Notes 3,4,5,
0 Taiwan
Mask
Corporation
Miracle
Technology
CO., LTD.
2 $229,550 $171,210 $166,830 $ - $ - 3.27% $2,040,211 Y N N Note
3
1 Adl
Engineering
INC.
Aptos
Technology
INC.
3 26,544 20,000 20,000 20,000 20,000 30.14% 26,544 N Y N Note
4
2 Miko-China
Enterprise
(Shanghai)
Co., Ltd.
Miracle
Technology
CO., LTD.
3 130,320 122,752 121,632 107,000 121,632 43.39% 130,320 N Y N Note
5
3 Miracle
Technology
CO., LTD.
Xsense
Technology
1 60,000 50,000 50,000 50,000 - 12.67% 157,868 N N N Note
6

Note 1: The description of the number columns are as follows:

(1) Fill in 0 for the issuer.

(2) The investee company is numbered in sequence starting from Arabic numeral 1 according to company type.

Note 2: The relationship between the guarantor and the guarantee are one of the seven types indicated below:

  • (1) A company with which it does business.

(2) A company in which the Company directly and indirectly holds more than 50% of the voting shares.

(3) A company that directly and indirectly holds more than 50% of the voting shares in the Company.

(4) Companies in which the Company holds, directly or indirectly, 90%, or more of the voting shares may make endorsements/guarantees for each other.

(5) A company that is mutually insured by a contract between peers or co-founders based on the needs of the contracted work.

(6) A company that is guaranteed by all contributing shareholders in proportion to their shareholdings due to a joint investment relationship.

(7) Companies that are engaged in joint and several guarantees for the performance guarantee of pre-sale housing sales contracts in accordance with the regulations of the Consumer Protection Act. Note 3: The Company's endorsement and guarantee practices for others provide that:

(1) The total amount of the Company's external endorsement guarantee shall not exceed 30% of the Company's paid-in capital.

(2) The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

-13-

  • (3) Companies with which the Company has a parent-child relationship: The amount of endorsement and guarantee for a single enterprise shall not exceed 10% of the Company's paid-in capital and the paid-in capital of the company being endorsed and guaranteed.

  • (4) The aggregate amount of the endorsement and guarantee of the Company and its subsidiaries as a whole shall not exceed 40% of the net worth of the Company, of which the endorsement and guarantee of a single subsidiary shall not exceed 20% of the net worth of the Company.

  • Note 4: Subsidiary - Adl Engineering Inc. Endorsement and Guarantee Procedures:

  • (1) The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company's most recent audited or reviewed financial statements.

  • (2) The amount of the endorsement guarantee for a single enterprise shall not exceed 30% of the net value of the company's most recent audited or reviewed financial statements.

  • Note 5: Miko-China Enterprise (Shanghai) Co., Ltd. Endorsement and Guarantee Procedures:

  • The total amount of endorsement and guarantee obligation is limited to RMB30 million, while the amount of endorsement and guarantee for a single enterprise shall not exceed RMB30 million.

  • Note 6: Subsidiary - Miracle Technology Co., Ltd. Endorsement and Guarantee Procedures:

The total amount of endorsement and guarantee obligation is limited to NT$100 million, while the amount of endorsement and guarantee for a single enterprise shall not exceed NT$60 million.

-14-

[Attachment 4]

Taiwan Mask Corporation Measures for the 28[th] 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 receive remuneration.

-15-

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.

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

-16-

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.

-17-

[Attachment 5]

The Company's 3rd domestic unsecured convertible bonds

Type of Corporate Bond Type of Corporate Bond The 3rd domestic unsecured convertible bonds
Issuing (Processing) Date August 3, 2021
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
Measures for Issuance and
Conversion (Exchange or
Subscription)
.
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
  • 18 -

[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

  • 19 -

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. Understand and evaluate the accounting policy for the provision of allowance for losses on decline in value of inventories.

  2. Perform test to evaluate the ageing statement of inventories and the statement of lower of cost and net realizable value of inventories, including validating the supporting documents related to the date of inventory movement to confirm the correct ageing classification, and validating the supporting documents related to the net realizable value to assess and confirm the reasonableness of the net realizable value determination.

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

Income recognition

  • 20 -

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 statements that are free from material misstatement, whether due to fraud or error.

  • 21 -

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. Conclude on the appropriateness of management’s use of the going concern basis of

  5. 22 -

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.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We 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.

  • 23 -

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.

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

  • 24 -

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)

  • 25 -

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

Liabilities and Equities 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
9
11
$ 16,114,227
100
$ 9,101,708
100
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
Major Events after Financial Statement
Date
3X2X
Total Liabilities and Equities

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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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

(Continued)

-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)

Items 2021
(After adjustment)
2020
Notes
Amount
%
Amount
%
$ 1,189
-
$ 424
-
1,189
-
424
-
6(19)
3,143
-
2,761
-
3,143
-
2,761
-
$ 890,893
15
$ 489,492
10
$ 1,185,777
20
$ 683,897
14
(
299,216) (
5)(
197,590)(
4)
$ 886,561
15
$ 486,307
10
$ 1,190,109
20
$ 687,082
14
(
299,216) (
5)(
197,590)(
4)
$ 890,893
15
$ 489,492
10
6(28)
$ 5.65
$ 3.34
6(28)
$ 5.55
$ 3.30
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
be reclassified to profit or loss
8361
Financial statement translation
differences of foreign operations
8360
Total Components of other
comprehensive income that
will be reclassified to profit or
loss
8500
Total comprehensive income for
the year
Net Incomes (Losses) Attributable
to:
8610
Parent Company
8620
Non-controlling Interests
Total
Total Comprehensive Incomes
(Losses) Attributable to:
8710
Parent Company
8720
Non-controlling Interests
Total
Earnings per share
9750
Net Income
Diluted Earnings per share
9850
Net Income (Loss)

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

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Chairman: Sean Chen

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Manager: Lidon Chen -28-

Accounting Supervisor: Yi-Ting Yang

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
Other Comprehensive Profit or Loss
6(19)
Total comprehensive income for the year
Distribution and allocation of surplus earnings for
FY2019
Legal capital reserve
Legal capital reserve
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
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)
Acceptance of gifts from shareholders
6(17)
Payment of overdue unclaimed dividends to
shareholders
6(17)
Cash increase of non-controlling equity in Subsidiaries
Balance as of 2021/12/31
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 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


f
Unrealized gain
(loss) on
investments on
financial assets at
air value through
other
comprehensive
income
$ 2,527,136
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,527,136
$ 2,527,136
-
-
-
-
-
-
29,599
-
-
-
-
-
-
-
-
$ 2,556,735
$ 322,777
-
-
-
-
-
-
37,081
(
11,799 )
88,273
-
3,566
-
$ 439,898
$ 439,898
-
-
-
-
-
-
216,415
55,622
27,526
169,174
-
406,616
586
(
9 )
-
$ 1,315,828
$ 544,712
-
-
-
43,278
-
-
-
-
-
-
-
-
$ 587,990
$ 587,990
-
-
-
68,047
-
-
-
-
-
-
-
-
-
-
-
$ 656,037
$ -
-
-
-
-
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 )
-
-
-
-
-
-
$ 1,509,318
$ 794
-
2,761
2,761
-
-
-
-
-
-
-
-
-
$ 3,555
$ 3,555
-
3,143
3,143
-
-
-
-
-
-
-
-
-
-
-
-
$ 6,698



($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 835,332 )
-
-
-
-
-
-
-
-
307,654
(
306,920 )
-
-
($ 834,598 )
($ 834,598 )
-
-
-
-
-
-
-
-
-
722,059
(
828,884 )
-
-
-
-
($ 941,423 )










$ 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
586
(
9 )
-
$ 5,100,527















$ 131,236
(
197,590 )
-
(
197,590 )
-
-
-
-
-
-
-
-
(
23,811 )
($ 90,165 )
($ 90,165 )
(
299,216 )
-
(
299,216 )
-
-
-
-
-
118,898
7,806
-
-
-
-
32,329
($ 230,348 )
$ 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
586
(
9 )
32,329
$ 4,870,179

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

Chairman: Sean Chen

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

Manager: Lidon Chen -29-

==> picture [40 x 39] intentionally omitted <==

Accounting Supervisor: Yi-Ting Yang

Taiwan Mask Corporation and Subsidiaries Consolidated 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 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
The Changes of Assets/ Liabilities related to
Operating Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated 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 Current Liabilities
Cash outflow from operations
Interest Received
Dividends Received
Interest Paid
Income Tax Paid
Net cash outflow from operating activities
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)

(Continued)

-30-

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
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
( $ 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
(
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

==> picture [44 x 44] intentionally omitted <==

==> picture [45 x 47] intentionally omitted <==

Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang -- 31 --

[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 standalone opinion on these matters.

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

Evaluation of Inventories

-32-

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. Understand and evaluate the accounting policy for the provision of allowance for losses on decline in value of inventories.

  2. Perform test to evaluate the ageing statement of inventories and the statement of lower of cost and net realizable value of inventories, including validating the supporting documents related to the date of inventory movement to confirm the correct ageing classification, and validating the supporting documents related to the net realizable value to assess and confirm the reasonableness of the net realizable value determination.

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

Income recognition

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

-33-

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.

-34-

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 standalone 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.

-35-

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Taiwan Mask Corporation’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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.

  4. 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.

  5. 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

-36-

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

==> picture [57 x 59] intentionally omitted <==

==> picture [74 x 46] intentionally omitted <==

==> picture [48 x 10] intentionally omitted <==

Accountant

==> picture [206 x 59] intentionally omitted <==

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

April 2024

-37-

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)

-38-

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

Unit: NT$Thousand

Liabilities and Equities December 31,2021
December 31,2020
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
9
11
$ 11,543,544
100
$ 7,592,813
100
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
Major Events after Financial Statement
Date
3X2X
Total Liabilities and Equities
Current liabilities

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

Chairman: Sean Chen

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

Manager: Lidon Chen

==> picture [40 x 39] intentionally omitted <==

==> picture [45 x 48] intentionally omitted <==

Accounting Supervisor: Yi-Ting Yang

-39-

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

Items Unit: NT$Thousand
(Except for earnings per share)
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
-
6(20)
3,143
-
2,761
-
3,143
-
2,761
-
$ 1,190,109
43
$ 687,082
32

6(29)
$ 5.65
$ 3.34
6(29)
$ 5.55
$ 3.30
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
be reclassified to profit or loss
8361
Financial statement translation
differences of foreign operations
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
9750
Net Income (Loss)
Diluted Earnings per share
9850
Net Income (Loss)

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

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

Chairman: Sean Chen

Manager: Lidon Chen Accounting Supervisor: Yi-Ting Yang -40-

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
Other Comprehensive Profit or Loss
6(20)
Total comprehensive income for the year
Distribution and allocation of surplus earnings for FY2019
Legal capital reserve
Legal capital reserve
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
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)
Acceptance of gifts from shareholders
6(18)
Payment of overdue unclaimed dividends to shareholders
6(18)
Balance as of 2021/12/31
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
-
-
-
-
-
-
-
$2,556,735
$ 322,777
-
-
-
-
-
-
37,081
(
11,799 )
88,273
-
3,566
$ 439,898
$ 439,898
-
-
-
-
-
-
216,415
55,622
27,526
169,174
-
406,616
586
(
9 )
$1,315,828
$544,712
-
-
-
43,278
-
-
-
-
-
-
-
$587,990
$587,990
-
-
-
68,047
-
-
-
-
-
-
-
-
-
-
$656,037
$ -
-
-
-
-
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 )
-
-
-
-
-
$ 1,509,318
$ 794
-
2,761
2,761
-
-
-
-
-
-
-
-
$ 3,555
$ 3,555
-
3,143
3,143
-
-
-
-
-
-
-
-
-
-
-
$ 6,698
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 835,332 )
-
-
-
-
-
-
-
-
307,654
(
306,920 )
-
($ 834,598 )
($ 834,598 )
-
-
-
-
-
-
-
-
-
722,059
(
828,884 )
-
-
-
($ 941,423 )
$ 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
586
(
9 )
$ 5,100,527

Chairman: Sean Chen

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

The attached notes to the standalone financial statements are part of the standalone financial report. Manager: Lidon Chen -41-

Accounting Supervisor: Yi-Ting Yang

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
The Changes of Assets/ Liabilities related to
Operating Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated 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
Interest Received
Dividends Received
Interest Paid
Income Tax Paid
Net Cash In-Flow from Operating Activities
Notes
January 1 to
December31,2021
January 1 to
December31,2020
$ 1,362,995 $ 746,890
6(26)
355,573
216,207
6(26)
6,105
3,302
12(2)
117 (
600 )
6(22)
(
3,264 ) (
11,402 )
6(25)
55,918
27,744
6(24)
(
85,115 )
254,506
6(24)
(
393 )
6,642
6(24)
-
98,416
6(23)
(
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
3,245
11,688
3,288
-
(
56,986 ) (
26,774 )
(
106,485) (
29,470)

331,688
653,765

(Continued)

-42-

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 ReceivablesRelated 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
Increase (Decrease) of Cash and Cash Equivalents 1,305,003 11,881
Beginning Balance of Cash and Cash Equivalents 493,838 481,957
Ending Balance of Cash and Cash Equivalents $ 1,798,841 $ 493,838

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

Chairman: Sean Chen

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

Manager: Lidon Chen

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

Accounting Supervisor: Yi-Ting Yang

-43-

[Attachment 8]

Taiwan Mask Corporation 2021 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.

Chairperson:

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

Managerial Officer:

Accounting Officer:

  • 44 -

[Attachment 9]

Taiwan Mask Corporation

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.
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. 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
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.
  • 45 -
Amended provisions Current provisions Explanation
distribution shall be approved by the
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 7thamendment 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 17thamendment was made on June
18, 2010. The 18thamendment was made
on June 22, 2011. The 19th amendment
was made on June 23,2016. The 20th
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 7thamendment 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 17thamendment was made on June
18, 2010. The 18thamendment was made
on June 22, 2011. The 19th amendment
was made on June 23,2016. The 20th
Added the date
of amendment
  • 46 -
Amended provisions Current provisions Explanation
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.The 23rd
amendment was made on May 26, 2022
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.
  • 47 -

[Attachment 10]

Taiwan Mask Corporation

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

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

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.
  • 48 -

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:

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) 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) 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) 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) If there are special reasons for using a (3) For appraisals made prior to the date

  • 49 -

limited price, a specific price, or a special of contract formation, the date of the price as the reference for the transaction professional appraiser's report is issued price, the transaction shall be submitted to shall not be more than three months from the board of directors for approval, and the date of establishment of the contract. any future changes to the transaction However, if the announced current value terms shall be handled in accordance with of the same period is applicable and is the above procedures. 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.

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

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

  1. Operating procedures: Omitted

  2. Operating procedures: Omitted

  3. 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).

  4. Evaluation methods

The user department shall provide The user department shall provide relevant data to the finance department to relevant data to the finance department to analyze whether the acquisition or analyze whether the acquisition or disposal of intangible assets has material disposal of intangible assets has material benefits to the Company's current and benefits to the Company's current and future business development, and prepare future business development, and prepare an analysis report and submit it together an analysis report and submit it together with the documents for approval. If the with the documents for approval. If the transaction amount of the acquisition or transaction amount of the acquisition or disposal of intangible assets reaches 20% disposal of intangible assets reaches 20% of the paid-in capital or NT$300 million of the paid-in capital or NT$300 million or more, a CPA shall be consulted to or more, a CPA shall be consulted to express an opinion on the reasonableness follow the provisions of Statement of of the transaction price (the CPA and the Auditing Standards No. 20 and express an party involved in the transaction shall not opinion on the reasonableness of the be related parties). transaction price (the CPA and the party involved in the transaction shall not be related parties). 3. Omitted 3. Omitted Article 6 Article 6 Amended in Procedures for acquisition or disposal of Procedures for acquisition or disposal of accordance assets from related parties real estate from related parties with Article I. When the Company intends to acquire I. The Company. when acquiring real 15 of the or dispose of real estate or right-of-use estate from a related party, should follow "Regulations assets thereof from or to a related party, with the provisions of the preceding Governing the or when it intends to acquire or dispose of paragraph, and shall also follow the Acquisition assets other than real estate or following provisions. and Disposal right-of-use assets thereof from or to a of Assets by related party and the transaction amount Public

  • 50 -
reaches 20% or more of paid-in capital,
10% or more of the Company's total
assets, or NT$300 million or more, except




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
Companies".

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 ordisposal of
assets.
2. The reason for choosing the related
party as a transaction counterparty.
3. With respect to theacquisition of real
estate or right-of-use assets thereoffrom a
related party, information regarding
appraisal of the reasonableness of the
preliminary transaction terms in
accordance with Paragraph 3 of the
Article.
4. 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.
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
subsidiaries in which it directly or
indirectly holds 100% of the issued shares

or authorized capital, the Company's
  • 51 -

board of directors may delegate the real estate. chairperson to decide such matters when 2. The reason for choosing the related the transaction is within NT$100 million party as a transaction counterparty. and have the decisions subsequently 3. Information related to the evaluation of submitted to and ratified by the next the reasonableness of the predetermined board of directors meeting: transaction conditions in accordance with 1. Acquisition or disposal of equipment or the provisions of Paragraph 3 of this right-of-use assets thereof held for Article. business use. 4. The date and price at which the related 2. Acquisition or disposal of real estate party originally acquired the real estate, right-of-use assets held for business use. 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. III. The evaluation of reasonableness of III. The evaluation of reasonableness of real estate transaction costs: Omitted. transaction costs: Omitted. IV. In the event that the Company or its non-domestic public subsidiaries have any transaction of the first paragraph, and 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 Article 8 Procedures for Public 1. The Disclosure of Information Disclosure of Information announcement

  • 52 -
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.
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) 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.
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


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.
  • 53 -
II. Announcement and reporting
procedures: Omitted.
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's paid-in capital or total assets
in itsstandalone financial statements.
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".
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 7thamendment was made
on June 22, 2011. The 8thamendment 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.
  • 54 -

[Attachment 11]

[Attachment 11]
List of independent director candidates
Job title Account
No.
Name Academic Qualification Experience Current Position No. of
shares
held
Independent
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.

  • 55 -

[Attachment 12]

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
TechnologyInc.
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 TechnologyInc.
Independent director, ITEQCorporation
  • 56 -