TMC — AGM Information 2022

Aug 5, 2022

Stock Code: 2338

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2022 First Extraordinary Shareholders’ Meeting

Handbook

Time: 09:00 am, July 26, 2022 Location: No. 1, Industrial East 2nd Road, Hsinchu Science Park (Darwin Hall, 2nd Floor, Science and Technology Living Hall)

Table of Contents

Page One. Meeting Procedures .......................................................................................... 2 Two. Meeting Agenda ................................................................................................ 3 Three. Attachments I. Measures for share repurchase for transferring to employees ............................ 8 Four. Appendix I. Articles of Incorporation ................................................................................... 11 II. Rules of Procedure for Shareholders’ Meetings .............................................. 16 III. Shareholding of all directors .......................................................................... 19

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Taiwan Mask Corporation Procedures for the 2022 First Extraordinary General Meeting

I. Call the meeting to order

II. Chair taking position

III. Chair speech

IV. Report

• V. Discussion topics

VI. Extempore motions

VII. Adjournment

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

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Taiwan Mask Corporation Agenda for the 2022 First Extraordinary Shareholders’ Meeting

• I. Time: 09:00 am, July 26, 2022 (Tuesday)

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

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

• IV. Attendance: All shareholders and equity representatives

• V. Chair: Chairman Sean Chen

• VI. Chair speech

• VII. Report:

• (I)Report on the execution of the Company’s 29th share repurchase.

• VIII. Discussion:

Motion 1: It is proposed to issue common shares by private placement.

• IX. Extempore motions:

• X. Adjournment

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Report:

• I. The execution of the Company’s 29th share repurchase is hereby presented for your review. Proposed by the Board of Directors

• Explanation: (I) In order to motivate employees and to attract and retain talents to further enhance the Company's competitiveness, the Company's Board of Directors resolved on May 6, 2022 to repurchase the Company's shares to transfer to employees for the 29th time, and the execution of the repurchase is as follows:

Session of share repurchase	29th
Date of resolution of the Board of Directors	2022.05.06
Purpose of share repurchase	Transfer shares to employees
Expected repurchase period	2022.05.09-2022.07.08
Expected repurchase price range	NT$55 to NT$110
Total number of shares expected to be repurchased	Common stock of 10,000,000 shares
Expected repurchase period	2022.05.13-2022.07.08
Type and number of shares repurchased	10,000,000 shares of common stock
Total amount of share repurchase	NT$ 842,535,928
Average price per share of share repurchase	NT$84.25
Percentage of volume repurchased over the estimated volume of share repurchase	3.91%
Volume of shares with completed offset and transfer	0 share
Accumulated number of shares held by the Company	14,485,000 shares
Percentage of accumulated number of shares held by the Company over the total number of issued shares	5.67%

• (II) Please refer to Attachment 1 on p.8-10 of this Handbook for the measures for share repurchase to transfer to employees.

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Discussion Topics

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

Subject: The proposal to issue common shares by private placement is hereby submitted for resolution.

• Explanation: 1. In order to raise operating capital to build a robust financial structure, expand the factory and purchase machinery and equipment to increase the scale of operations, and attract long-term strategic partners to meet the needs of the Company's long-term development, and considering the timeliness and convenience of raising funds, the Company intends to increase capital in cash by private placement of new shares. It is estimated that the private placement of commons stock will not exceed 125,000 thousand shares, with a par value of NT$10 per share. It is proposed to have the shareholder meeting authorize the Board to issue shares in one to three installments within one year from the date of the resolution of the shareholders’ meeting, and to determine the number of shares to be issued each time, depending on the actual fund raising situation.

• In accordance with Article 43-6 of the Securities and Exchange Act, the matters that should be explained for private placement are as follows:

  • (1) The basis and reasonableness for the pricing of the private placement

  • A. The price of common shares in this private placement shall not be lower than 80% of the higher of the price calculated using any one of the following two bases before the pricing date.

  • a. The simple arithmetic mean of the closing prices of the common shares for either 1, 3, or 5 business days before the pricing date, after adjustment for any stock dividends, cash dividends or capital reduction.

  • b. The simple arithmetic mean of the closing prices of the common shares for 30 business days before the pricing date, after adjustment for any stock dividends, cash dividends or capital reduction.

  • B. The actual issue price, within the range of not less than the percentage resolved by the shareholders’ meeting, is authorized to be determined by the Board, depending on the negotiations with specific parties and market condition in the future. The aforementioned pricing of private placement complies with the provisions of the Directions for Public Companies Conducting Private Placements of Securities, so it is considered reasonable.

  • (2) Selection method of the specific parties, purpose, necessity and expected benefits:

  • A. Selection method and purpose of specific parties: They are selected in accordance with the provisions of Paragraph 1, Article 43-6 of the Securities and Exchange Act and other relevant orders. The selection of subscribers is limited to the strategic investors in the electronics industry who can assist the

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Company in expanding the scale of operations and are complementary to the Company without causing major changes in the Company's future management rights.

• B. Necessity: In order to integrate the Company's business and reinforce its competitiveness, it is a necessary strategy for the Company's long-term development to incorporate complementary strategic investors in the electronics industry who can expand the Company's future scale of operations.

• C. Expected benefits: After each round of private placement and the use of funds are completed, it is expected that the Company's competitiveness and operational efficiency can be improved, which will be beneficial to shareholders' equity.

• D. So far, we have not determined any specific subscribers.

• (3) Necessary reasons for private placement:

• Compared with public offering, the requirement of restricted transfer of securities within three years for private placement will better ensure long-term cooperative relationship between the Company and strategic investment partners. Considering the timeliness of fundraising, we choose to issue new shares through private placement instead of public offering for cash capital increase.

• (4) Use of funds and expected benefits:

• Depending on the market condition and the situation of the specific parties, we will organize one to three rounds of private placement. The purpose of each private placement is to raise operating capital to build a robust financial structure, expand the factory and purchase machinery and equipment to increase the scale of operations, and attract long-term strategic partners to meet the needs of the Company's long-term development. After each round of private placement and the use of funds are completed, it is expected that the Company's competitiveness and operational efficiency can be improved, which will promote the Company's stable growth and be beneficial to shareholders' equity.

• The Company reserves the flexibility to conduct one to three private placements of common stock within the private placement quota to increase the opportunity to bring in different strategic investors, to diversify the subscribers of the private placement as much as possible, and to further reduce the chance of changes in management rights as a result of the private placement to ensure the shareholders' equity. In the future, we will also negotiate with the subscribers in advance when looking for strategic investors, so that there will be no major changes in management rights.

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• The rights and obligations of the common shares of the private placement are the same as those of the Company’s issued common shares; however, according to Article 43-8 of the Securities and Exchange Act, the shares of private placement shall be restricted from transfer within three years from the delivery date. After three years from the date of delivery of the private placement, the Company intends to obtain a letter of consent from the Taiwan Stock Exchange to approve the listing and trading in accordance with the relevant laws and regulations before reporting to the competent authorities to complete the public offering procedures and apply for listing and trading.

• For this private placement of common shares, it is proposed to request the shareholders’ meeting to authorize the chairman or his designated person to sign and negotiate all contracts and documents related to the private placement on behalf of the Company and handle all matters related to the private placement for the Company.

• The number of shares, issue price, terms and conditions, planning items and other outstanding matters related to the private placement of common shares are proposed to the shareholders' meeting to authorize the Board of Directors to determine, depending on the market condition and the needs of the Company's operations. In the event that the regulations of the competent authorities or objective circumstances require future changes, the Board of Directors shall also be authorized to handle by following the relevant regulations.

Extempore motions:

Adjournment

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[Attachment 1]

Taiwan Mask Corporation Measures for the 29th share repurchase for transferring to employees Established on May 6, 2022

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. any current employee (part-time employees and advisers included) of the Company and domestic and international companies controlled by or subordinated to the Company who also concurrently serves as a managerial officer and director shall comply with the aforesaid procedures.

• III. For the employees of the Company and domestic and international companies controlled by or subordinated to the Company, other than the aforesaid, the shares they are eligible to subscribe shall be agreed by the Audit Committee, submitted 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. The specific qualification of subscription and number of subscription will be determined by the board of directors.

• 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

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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 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.

• Article 13 The Measures were established on May 6, 2022. The 1st amendment was made on May 26, 2022.

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[Appendix 1]

Article of Incorporation

Of

Taiwan Mask Corporation

(English translation for reference only)

Latest revised: resolution upon 2022 shareholders’ meeting on 2022/5/26

Section I – General Provisions

• Article 1 The company is incorporated under Company Act and its name is 台灣光罩 股份有限公司 in Chinese, TAIWAN MASK CORPORATION in English.

• Article 2 The business scope is as follow:

• CC01080 Electronic Parts and Components Manufacturing

• F401010 International Trade

• a. research and development, produce, manufacture and sale of Mask.

• b. technology assistant, consultant, verification, maintenance and repairmen of Mask.

• Article 2-2 The total amount of investment of the company shall not be subject to Company Act 13 of the restriction of not exceeding 40% of common stock issued when the company acts as limited liability shareholder of other company.

• Article 3 The headquarters of the company is located in Hsin-Chu Science Park in Taiwan. The company may have its branch office when getting resolution upon Board meeting and the approval of government authorities.

• Article 4 The company may act as a guarantor of other company. Article 5 Deleted

Section II - Shares

• Article 6 The total amount of capital of the company is five billion New Taiwan Dollars (NTD $ 5,000,000,000) and shall be issued in five hundred million (500,000,000) shares. The shares are all in common stock and shall be issued in ten New Taiwan Dollars (NTD $ 10) as par value per share. The issuing timing of the shares shall be authorized to Board meeting resolution and the capital shall be paid-in installments.

• Article 6-1 Deleted

Article 7 Deleted

• Article 8 The share certificate of the company issued shall all be name-bearing and shall be affixed with the seals or signatures of at least three (3) directors of the company, and shall be duly authenticated pursuant to the law. Printing hard-copy share certificates is not always necessary, but all shares issued should be registered in Taiwan Depository & Clearing Corporation.

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• Article 9 The shareholder list of the company shall be freeze unchanged at following circumstances: a. sixty (60) days earlier before annual shareholders’ meeting is to be held; b. thirty (30) days earlier before provisional shareholders’ meeting is to be held; c. five (5) days earlier before the basic date of the company paying dividends, bonus or other benefits.

• Article 10 Deleted

Section III – Shareholders’ Meeting

• Article 11 There are two different types of shareholders’ meeting, one is annual shareholders’ meeting, and the other one is provisional shareholders’ meeting.

• a. Annual shareholders’ meeting shall be held at least once a year, and shall be held by Board meeting in accordance with the law in six (6) months after the end of a fiscal year.

• b. Provisional shareholders’ meeting shall be held in accordance with the law when necessary.

• c. The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.

• Article 12 The company can issue a power-of-attorney with limited authorization to a shareholder when he/ she finds himself/ herself of not being able to present in the shareholders’ meeting. Then an assignee shall be assigned in accordance with the law to present in the shareholders’ meeting on behalf of that shareholder.

• Article 13 Unless otherwise provided in the laws, a shareholder of the company shall only have one vote for one share held by him/ her.

• Article 14 Unless otherwise provided in the Company Act, a resolution of shareholders’ meeting shall be made by over 50% of the votes in favor of the resolution. And the votes shall be represented by over 50% of the shares of outstanding shares attended in the meeting.

Section IV – Directors and Supervisors

• Article 15 There shall be five (5) to seven (7) directors (including at least three (3) independent directors and not less than one fifth (1/5) of the total number of the directors) in board meeting. The service timeline of a director is three (3) years. A director shall be nominated as a candidate first and then to be elected as a director in shareholders’ meeting. The company shall provide liability insurance for every director and supervisor under the resolution of board meeting.

• Article 15-1 The company shall organize all independent directors (at least three (3) directors) into an auditing committee. One of the independent director

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shall be the chairman, and at least one of the independent director shall be in accounting or finance background. The compensation or reward paid to supervisors in accordance to the Article of Incorporation of the company in the year when organizing an auditing committee to substitute supervisors shall be in per rata to the service timeline of the supervisors.

• Article 16 The number of shares owned by all directors shall at least fulfill the minimum numbers stated both in Section 2, Article 26 of Securities Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.

• Article 17 Board meeting shall be organized by directors. A director shall attend the board meeting by himself/ herself. When presence in the meeting is not possible, a director shall assign one director as assignee to be present in the board meeting. When chairman election is held, there shall be over two thirds (2/3) of directors in presence, and over half of the directors in presence vote for the chairman elected. The chairman is the representative of the Company. Board meeting shall be held at least once a quarter with a notification seven (7) days before the meeting is held. When there is emergent event, a board meeting can then be held at any time. The notification can be in written documents, email or fax format.

• Article 18 When making resolutions over major events, there shall be over two thirds (2/3) of directors in presence, and over half of the directors in presence vote for the proposal to be resolved. Major events are listed as below:

• a. Change of the Article of Incorporation.

• b. Budget approval and financial reports approval.

• c. The proposal of company dissolution, segmentation, or merge with other

company.

• d. The proposal of earnings appropriation or deficit compensation.

• e. The approval of endorsement, acceptance, guarantee, or commitment in the name of the Company.

• f. The approval of the loan, acceptance, guarantee form banks and loan from other companies.

• g. The approval of investment to other companies.

• The resolutions above made by board meeting shall be resolved by shareholders’ meeting if necessary.

• Article 19 When the chairman is absent or temporarily off duty, the deputy of chairman shall be conducted in accordance with Article 208 of Company Act.

• Article 20 The compensation to directors is authorized to board meeting to decide based on the involvement and contribution to the operation and benchmarks in the industries as a reference.

Section V Managers

Article 21 The Company shall assign one (1) president and several vice presidents and mangers. The assignment, dismissal and compensation shall be in accordance with Article 29 of the Company Act.

Section VI Accounting

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Article 22 Board meeting is responsible for the preparation of annual financial reports: a. operation report b. financial reports c. earnings appropriation or deficit compensation Reports listed above shall be submitted to shareholders’ meeting for acknowledgement. Article 23 Not less than 10% of the profits shall be shared to employees, and not over 2% of the profits to be shared to directors. But deficit shall be compensated in the first priority. Profits shared to employees shall be in cash or stock format. The employees in subsidiaries meet certain conditions shall be included in the name list of profit sharing. The profit mentioned above shall be calculated as the net income before income tax and profit sharing to employees and directors. When doing profits sharing, there shall be over two thirds (2/3) of directors in presence, and over half of the directors in presence vote for the proposal of profit sharing. The resolution then shall be reported in the shareholders’ meeting. Article 23-1 If the Company any surplus in earnings after annual accounting close, the Company shall first pay tax, make up for accumulated loss of previous years and then set aside 10% as legal reserve. However, if legal reserve balance has reached the Company's paid-in capital, no more legal reserve should be provided for, and the remainder may be appropriated or reversed as a special reserve in accordance with the law or the regulations of the competent authorities. If there is still surplus, the remainder shall be added to the accumulated undistributed earnings and the board of directors shall prepare an earnings distribution proposal. If the distribution is made by issuing new shares, the distribution shall be approved by the 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 23-2 A residual earnings dividend policy is set up based on the macro environment situation and industrial development road map, and also consider the long term financial planning of operation. The theme of this policy is to evaluate the operation cash position based on future capital expenditures and to fund it with retained earnings. The residual earnings shall then to be paid as dividends. The earnings shall be appropriated in following orders: a. Capital expenditures planning b. Define the fund size of the capital budget. c. Define the portion to be paid by retained earnings (when the earnings are not enough to pay the capital expenditures, the cash may come from a fund raising or a loan from bank) d. A certain percentage of the remaining part of earnings shall be reserved to help operation, then the residual earnings shall be paid to

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shareholders as dividends. When paying dividends, at least 20% of the dividends shall be paid in cash.

Section VII Supplementary

• Article 24 Directors, managers and employees of the Company shall not leak confidential materials which obtained when conducting operations to others outside the Company. There shall be over two thirds (2/3) of shareholders in presence, and over half of the shareholders in presence vote for the proposal of reporting confidential materials in shareholders’ meeting, otherwise, no confidential materials shall be disclosed to the shareholders’ meeting.

• Article 25 In regard to all matters not provided for in this Article of Incorporation, the Company Act and related laws and regulations shall govern.

• Article 26 The Articles of Incorporation were established on October 7, 1988. The 1st amendment was made on May 29, 1990. The 2nd amendment was made on April 2, 1991, and the 3rd amendment was made on May 4, 1992. The 4th amendment was made on April 26, 1994. The 5th amendment was made on May 28, 1994. The 6th amendment was made on June 6, 1995. The 7th amendment was made on June 1, 1996. The 8th amendment was made on May 21, 1997. The 9th amendment was made on May 21, 1998. The 10th amendment was made on May 5, 1999. The 11th amendment was made on June 12, 2000. The 12th amendment was made on April 24, 2001. The 13th amendment was made on May 28, 2002. The 14th amendment was made on June 3, 2003. The 15th amendment was made on June 24, 2004. The 16th amendment was made on June 12, 2006. The 17th amendment was made on June 18, 2010. The 18th amendment was made on June 22, 2011. The 19th amendment was made on June 23, 2016. The 20th amendment was made on June 23, 2017. The 21st amendment was made on June 11, 2019. The 22nd amendment was made on June 10, 2020. The 23rd amendment was made on May 26, 2022

Taiwan Mask Corporation Chairman: Sean Chen

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[Appendix 2]

Taiwan Mask Corporation

IV. Rules of Procedure for Shareholders’ Meetings

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Shareholders who have just prepared the speech memo without taking the floor for delivery of speech shall be deemed no delivery of speech. In case the content of the speech delivered on the floor is irrelevant with the content in the speech memo, the latter shall prevail.

• When a shareholder is having the floor, all other shareholders shall not interfere unless at the consent of the chair or the shareholder who is taking the floor. Any unrestrained action shall be discouraged by the chair.

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

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

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

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

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

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

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

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

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

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

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

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

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

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[Appendix 3]

Taiwan Mask Corporation V. Shareholding of all directors

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

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

• III. As of June 27, 2022, the date of stock transfer suspension of the shareholders' meeting, the number of shares held by each individual and all directors as recorded in the shareholder roster is as follows:

s as follows:	s as follows:
		As of 2022.06.27
			Holding
Job title	Name	No. of shares held
			percentage(%)
Chairperson	Sean Chen	2,000,000	0.78
Director	Lidon Chen	2,750,000	1.08
Director	Chao-Yi Wu	9,273,019	3.63
Director	Fushuo Investment Co., Ltd. Representative: Martin Chu	4,364,000	1.71
Independent Director	Wei-Chen Wang	0	0
Independent Director	Huan-Kuei Cheng	6,051	0.00
Independent Director	Hui-Fen Chan	7,000	0.11
Total ofalldirectors		18,400,070	7.20

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

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