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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
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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
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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% |
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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.
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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.
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| 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.
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| 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
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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.
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(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.
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(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.
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(IV) The election is conducted in accordance with the "Procedures for Election of Directors" of the Company.
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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% |
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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.
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[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.
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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.
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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.
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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.
-
The Group’s synergy integration and full performance: Under the foundation of photomask service by the parent company, combining with its subsidiaries,
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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:
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[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
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Taiwan Mask Corporation
Audit Committee convener: WANG, WEI-CHEN
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Audit Committee member: CHENG, HUAN-KUEI
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March 4, 2022
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[Attachment 3]
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.
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(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.
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[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.
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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
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Company transferred the repurchased shares to employees)
Article 8 Rights and obligations after the transfer
After the transfer of the repurchased shares to the employees and the registration of the ownership transfer, their rights and obligations shall be the same as the original shares, unless otherwise specified.
Article 9 Other matters concerning the rights and obligations of the Company and its employees In the event of a transfer of shares pursuant to the Measures, taxes incurred shall be governed by the laws and regulations in effect at the time of the transfer and the relevant operations of the Company.
Article 10 Other matters related to transfer
For the treasury shares repurchased by the Company for transferring to employees, the part that is not transferred by the deadline shall be regarded as the Company's unissued shares, and the change registration for the retirement of the shares shall be processed in accordance with the law.
Article 11 The Measures shall be effective upon the approval of the Board of Directors and may be amended by resolution of the Board of Directors.
Article 12 The Measures shall be reported to the shareholders' meeting and the same applies to any amendment.
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[Attachment 5]
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 |
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[Attachment 6]
Independent Auditors’ Report
(2022) Tsai-Sheng-Bao-Zi No. 21002897
To Taiwan Mask Corporation,
Opinions
We have audited the accompanying consolidated balance sheets of Taiwan Mask Corporation and its subsidiaries (the “Group”) as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2021 and 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of the other independent auditors, as described in the Other matters section of our report, the accompanying consolidated financial statements present fairly, in all material aspects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2021 and 2020 in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits in accordance with the “Regulations Governing Auditing” and generally accepted auditing standards. Our responsibilities under those standards are further described in the Independent Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of fiscal year 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a
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whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the TMC Group’s consolidated financial statements in fiscal year 2021 are stated as follows:
Evaluation of Inventories
Description
Refer to Note 4(13) for the accounting policies on the evaluation of inventories, Note 5(2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, and Note 6(5) for the detailed description of inventory accounts. The inventory amount and allowance for inventory valuation loss as of December 31, 2021 is NT$522,970 thousand and NT$90,955 thousand respectively.
The Group is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.
How our audit addressed the matter
We have performed primary audit procedures for the above matter as follows:
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Understand and evaluate the accounting policy for the provision of allowance for losses on decline in value of inventories.
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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.
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Verify the reasonableness of allowance for inventory valuation loss.
Income recognition
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Description
For the accounting policy on income recognition, please refer to Note 4(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:
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Understand the type of major income and assess internal operations, review revenue recognition and accounting treatment.
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Obtain the sales revenue statement, sample the sales transactions, and verify the relevant documents to determine the appropriateness of the sales revenue.
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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.
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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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of
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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.
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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.
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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.
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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
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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 |
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| 27 | ||||
| 24 - 4 34 6 3 2 - - |
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| 73 | ||||
| 100 |
(Continued)
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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)
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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 % $ 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 |
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| $ 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
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Manager: Lidon Chen -29-
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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 Receivables -Related PartiesOther Receivables Other Receivables -Related PartiesInventories 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) |
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(Continued)
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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
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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
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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:
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Understand and evaluate the accounting policy for the provision of allowance for losses on decline in value of inventories.
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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.
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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
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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:
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Understand the type of major income and assess internal operations, review revenue recognition and accounting treatment.
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Obtain the sales revenue statement, sample the sales transactions and verify the relevant documents to determine the appropriateness of the sales revenue.
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Execute the cut-off test for the sales receipts transaction for a certain period of time before and after the closing date, and confirm that the account is correct at the time of entry.
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Responsibilities of management and those charged with governance for the standalone financial statements
Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of standalone financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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:
- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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-
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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Taiwan Mask Corporation to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit for the current period.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the 2021 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit for the current period. We describe these matters in our Auditors’ Report unless law or regulation precludes
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public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonable are expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers Taiwan
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Accountant
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Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 1020028992 Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 0960072936
April 2024
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Taiwan Mask Corporation Standalone Balance Sheets December 31, 2021 and 2020
Unit: NT$Thousand
| Assets | Notes 6(1) 6(2) 6(3) and 8 6(4) 6(4) 6(4) and 7 7 6(5) 6(2) 6(3) and 8 6(6) 6(7) and 8 6(8) 6(10) and 8 6(28) 6(11) |
December31,2021 Amount % $ 1,798,841 16 824,558 7 3,000 - 115,854 1 - - 592,967 5 5,112 - 3,826 - 14,870 - 109,889 1 36,959 - 973 - 3,506,849 30 296,800 3 35,425 - 2,599,908 22 3,178,465 28 563,415 5 703,953 6 8,518 - - - 650,211 6 8,036,695 70 $ 11,543,544 100 |
December31,2020 | December31,2020 |
|---|---|---|---|---|
| Amount $ 1,798,841 824,558 3,000 115,854 - 592,967 5,112 3,826 14,870 109,889 36,959 973 3,506,849 296,800 35,425 2,599,908 3,178,465 563,415 703,953 8,518 - 650,211 8,036,695 $ 11,543,544 |
Amount $ 493,838 - 3,000 78,897 29 425,006 9,003 51 624,065 110,856 63,704 650 1,809,099 147,632 35,422 1,903,864 2,746,203 395,869 544,878 2,366 2,014 5,466 5,783,714 $ 7,592,813 |
% | ||
| Current assets 1100 Cash and Cash Equivalents 1110 Financial Assets at Fair Value Through Profit or Loss - Current 1136 Financial Assets at Amortized Cost - Current 1140 Contract Asset - Current 1150 Notes Receivables (Net) 1170 Accounts Receivables (Net) 1180 Accounts Receivables - Related Parties (Net) 1200 Other Receivables 1210 Other Receivables - Related Parties 130X Inventories 1410 Prepayments 1470 Other Current Assets 11XX Total Current Assets Non-Current Assets 1510 Financial Asset at Fair Value Through Profit or Loss - Non Current 1535 Financial Assets at Amortized Cost - Non Current 1550 Investment under Equity Method 1600 Property, plant and equipment 1755 Right-of-use Asset 1760 Investment property (Net) 1780 Intangible assets 1840 Deferred Income Tax Assets 1900 Other Non-Current Assets 15XX Total Non-Current Assets 1XXX Total Assets |
7 - - 1 - 6 - - 8 1 1 - |
|||
| 24 | ||||
| 2 1 25 36 5 7 - - - |
||||
| 76 | ||||
| 100 |
(Continued)
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Taiwan Mask Corporation Standalone Balance Sheets December 31, 2021 and 2020
Unit: NT$Thousand
| Liabilities and Equities | 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
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Manager: Lidon Chen
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Accounting Supervisor: Yi-Ting Yang
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Taiwan Mask Corporation Standalone Comprehensive Income Statements For the Years Ended December 31, 2021 and 2020
| 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.
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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
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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 Receivables -Related PartiesOther Receivables Other Receivables -Related PartiesInventories 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)
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Taiwan Mask Corporation Standalone Statements of Cash Flow For the Years Ended December 31, 2021 and 2020
Unit: NT$Thousand January 1 to January 1 to Notes December 31, 2021 December 31, 2020
| Cash Flow from Investment Activities | ||||
|---|---|---|---|---|
| Acquisition of Amortized Cost Financial Assets | ( $ | 3 ) ( $ | 6,004 ) | |
| Acquisition of investment property by the Equity | ||||
| Method | ( | 367,671 ) ( | 300,000 ) | |
| Return of capital by investee company | 180,000 | 8,206 | ||
Other Receivables-Related Parties |
609,195 ( | 94,782 ) | ||
| Acquisition of Property, Plants and Equipment | 6(30) | ( | 1,562,684 ) ( | 2,011,023 ) |
| Disposal of Property, Plants and Equipment | - | 62 | ||
| Acquisition of Intangible Assets | ( | 12,257 ) ( | 3,491 ) | |
| Decrease (Increase) of Refundable Deposits | ( | 4,956 ) | 1,682 | |
| Net Cash Outflow from Investing | ||||
| Activities | ( | 1,158,376 ) ( | 2,405,350 ) | |
| Cash Flows from Financing Activities | ||||
| Increase of Short Term Loan | 6(31) | 2,960,484 | 2,550,534 | |
| Redemption of Short Term Loan | 6(31) | ( | 3,549,084 ) ( | 1,801,934 ) |
| Increase of Long Term Loan | 6(31) | 1,891,000 | 1,332,000 | |
| Redemption of Long Term Loan | 6(31) | ( | 962,427 ) ( | 55,000 ) |
| Issue of convertible bonds | 6(31) | 2,297,099 | - | |
| Distribution of cash dividends | 6(19) | ( | 379,071 ) ( | 252,714 ) |
| Treasury stocks transfer to employees | 722,059 | 307,591 | ||
| Treasury stock buyback cost | ( | 828,884 ) ( | 306,920 ) | |
| Redemption of Lease Principal | 6(31) | ( | 19,912 ) ( | 17,016 ) |
| Increase in Guarantee Deposits Received | 6(31) | 436 | 3,359 | |
| Transfer of unclaimed dividends as Additional | ||||
| Paid-in Capital | - | 3,566 | ||
| Payment of overdue unclaimed dividends | ( | 9 ) | - | |
| Net Cash In-Flow (Out-Flow) from | ||||
| Funding Activities | 2,131,691 | 1,763,466 | ||
| 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
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Manager: Lidon Chen
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Accounting Supervisor: Yi-Ting Yang
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[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:
-
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.
-
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.
-
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:
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Managerial Officer:
Accounting Officer:
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[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. |
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| 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 |
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| 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. |
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[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. |
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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
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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.
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Operating procedures: Omitted
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Operating procedures: Omitted
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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).
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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
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| 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 |
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or bonds under repurchase and resale agreements, or subscription or redemption |
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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 |
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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 |
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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 |
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or authorized capital, the Company's |
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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
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| 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. |
|---|---|---|
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| 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. |
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|---|---|---|
| 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. |
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[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.
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[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 |
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