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TMC AGM Information 2025

Aug 19, 2025

52014_rns_2025-08-19_6bec9453-509d-4956-8f26-514d95dc5957.pdf

AGM Information

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Taiwan Mask Corporation

Minutes for 2025 Annual General Meeting of Shareholders

Time: 09:00 am, May 28, 2025 (Wednesday)

Location: 2F, No. 36, Keyan Rd., Zhunan Township, Miaoli County (2F Conference Hall, Hsinchu Science Park Bureau, Hsinchu Science Park Administrative Service Center)

Attendance: The total number of shares represented by shareholders and proxies in attendance was 134,173,665 (including 13,350,376 shares by electronic means), representing 62.79% of the total number of 213,662,743 issued shares (after deducting 42,793,440 shares without voting rights under Article 179 of the Company Act).

==> picture [52 x 45] intentionally omitted <==

Chairperson: Chairman Sean Chen Minute Taker: Chiao-Jin Tseng

Directors in Presence: Sean Chen, Chairman, Lidon Chen and Chao-Yi Wu, both directors, and Wei-Chen Wang (convener of the Audit Committee), Huan-Kuei Cheng, and Hui-Fen Chan, independent directors, for a total of 6 directors, which exceeds half of the 7 seats of the Board of Directors.

Attendance: Eve Yang, CFO, and Ya-Hui Cheng, CPA, and Shu-chun Chang, CPA

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

  • II. Chairperson’s opening remarks: Omitted.

III. Report:

  • (I) Please refer to Attachment 1 for the 2024 business report.

  • (II) Please refer to Attachment 2 for the report on the Audit Committee’s review of the Company’s 2024 business and accounting reports.

  • (III) Report on the endorsement and guarantee of the Company and its subsidiaries for 2024.

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

  • (II) Please refer to Attachment 3 for details of the Company’s and its subsidiaries' 2024 endorsement and guarantee.

  • (IV) Report on the Company’s domestic secured corporate bonds for review. Proposed by the Board of Directors

  • 1 -

  • (I) The Company was approved by the Board at the meeting held on May 27, 2024 to issue secured corporate bonds no more than NT$1 billion to repay loans from financial institutions or raise working capital.

  • (II) In 2024, the Company issued domestic secured corporate bonds in NTD, with a total

amount of NT$500 million. The amount and terms of each issue are as follows:

Bond
period
Date of issue:
(year/month/day)
Amount
issued
(NTD)
Term
(year)
Annual
interest
rate
(fixed)
(%)
Date of maturity:
(year/month/day)
Guaranteeing
bank
1st of
2024
113/08/01 NT$500
million
5 years 2.2% 118/08/01 Taiwan
Business
Bank, Ltd.
Interest payment method Simple interest calculated and interest paid once a year
Principal repayment
method
A single repayment of principal at maturity
  • (V) Report on the status of private placement of securities approved by the 2024 annual general meeting for review. (Proposed by the Board of Directors).

  • (I) The company resolved at the shareholders' general meeting on May 27, 2024, to authorize the Board of Directors to issue ordinary shares or domestic convertible bonds through a private placement, with the total issuance not exceeding 75,000 thousand shares (including the number of ordinary shares obtainable from the conversion of domestic convertible bonds based on the conversion price on the pricing date). Depending on market conditions and the company’s actual capital and operational needs, the Board is authorized to execute the private placement in one to three tranches, using a single method or a combination thereof, at appropriate times within one year from the date of the shareholders’ meeting resolution.

  • (II) The case is due on May 26, 2025. Will not to processed. Additional Notes The case expired on May 26, 2025. overdue. Not processed.

  • 2 -

Adoption:

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

Subject: Present the Company’s 2024 business report and financial statements for ratification. Explanation: (I) The 2024 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 Ya-Hui Cheng and Chien-Yu Liu from PricewaterhouseCoopers Taiwan.

(II) The business report, independent auditor’s report, and financial statements are available in Attachment 1 , Attachments 4 and 5.

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 the 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
shareholde
rs present
(%)
130,702,165
shares
Number in favor:
(Voting rights exercised by
electronic means:
118,832,602
8,432,813
shares
shares)
90.92%
Number against:
(Voting rights exercised by
electronic means:
140,572
100,572
shares
shares)
0.11%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by
electronic means:
11,728,991
4,816,991
shares
shares)
8.97%

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

Subject: Present the Company’s 2024 deficit compensation for ratification.

Description: The Company’s 2024 deficit compensation proposal has been approved by the Audit

Committee and the Board of Directors. Please refer to Attachment 6 for the deficit compensation schedule.

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 the voting are as follows:

  • 3 -
Total voting
rights at the
time of voting
Results of voting Results of voting Results of voting Shares of
voting
rights of
shareholde
rs present
(%)
130,702,165
shares
Number in favor:
(Voting rights exercised by
electronic means:
118,844,861
8,445,072
shares
shares)
90.93%
Number against:
(Voting rights exercised by
electronic means:
188,249
148,249
shares
shares)
0.14%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by
electronic means:
11,669,055
4,757,055
shares
shares)
8.93%
  • 4 -

Discussion Topics

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

Subject: Present amendments to provisions of the Company's Article of Incorporation for deliberation.

Description: In order to comply with regulatory amendments and the needs of corporate governance practices, it is proposed to amend certain articles of the Company’s “Articles of Incorporation”. For a comparison table of the amended provisions, please refer to 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 the 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
shareholde
rs present
(%)
130,702,165
shares
Number in favor:
(Voting rights exercised by
electronic means:
118,871,767
8,471,978
shares
shares)
90.95%
Number against:
(Voting rights exercised by
electronic means:
163,557
123,557
shares
shares)
0.12%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by
electronic means:
11,666,841
4,754,841
shares
shares)
8.93%

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

Subject: The Company’s plan to issue new restricted employee shares for deliberation.

Description: (I) To attract and retain key talent, including managerial officers and employees with special contributions, and to incentivize employees to dedicate themselves to achieving the Company’s operational objectives, thereby creating greater value for the Company and its shareholders, the Company intends to issue restricted employee stock in accordance with Article 267 of the Company Act and the relevant provisions of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” (hereinafter referred to as the “Regulations on

  • 5 -

Offering and Issuance”) published by the Financial Supervisory Commission.

  • (II) The details of the proposed issuance of restricted employee stock are as follows:

  • 1.The total amount of issuance (shares): 5,000 thousand shares, equivalent to 1.95% of the total shares issued by the Company, with a par value of NT$10 per share, totaling NT$50,000 thousand. The Company may, within two years from the date of receipt of the notice of the competent authority, issue the awards in full or in part, as it deems necessary.

  • 2.Qualification requirements and number of shares allocated to employees:

    • A.The reward plan is applicable to the Company and its subsidiaries’ managers who are currently in office with certain achievements on the grant date and key personnel, such as employees with special contributions. The rewards are limited to (1) those who have significant influence on the Company or its subsidiaries’ operational decisions, or (2) key personnel who have made significant contributions to the Company or its subsidiaries.

    • B.The number of shares granted to qualified employees will depend on the Company’s business performance and their individual contributions, job levels, work performance, and other appropriate events for reference. Before the Chairman approves and submits a list of candidates to the Board of Directors for approval, if a candidate is a manager, it shall be approved by the Remuneration Committee; if not, it shall be approved by the Audit Committee.

  • Issuance terms and conditions:

    • A.Expected Issuance Price: No consideration (Issuance price per share: NT$0).

    • B.Vesting conditions:

After an employee has been granted RSAs, they must meet the following conditions in order to be entitled to the vesting of the RSAs: (1) Remains employed on each vesting date. (2) The employee does not violate any contract or work rules signed with the Company or its subsidiaries during the vesting period. (3) The employee has achieved the personal performance indicators and the Company's business goals at the same time. The percentage for vesting shares in each year is: 50% one full year after issuance; 25% two full years; and 25% three full years. However, if an employee has achieved their individual performance targets but the

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Company’s operational goals have not been met concurrently, the aforementioned originally vested share ratio will be deferred and accumulated into the next year’s vestable share ratio, with a maximum cumulative vesting of 100% upon the completion of three years. (4) Personal performance indicators: The evaluation rating in the most recent year before the end of the vesting period reaches VG (Very Good) or above.

(5) Company’s business goals:

Performance
indicator
Weight Goals
Earnings per share
(EPS)
100% Higher than the average of
the Company in the past
threeyears
  - C.Handling of shares when vesting conditions are not met or upon

     - inheritance: In the event that an employee fails to meet the stipulated vesting conditions, the Company will reclaim their shares without compensation and cancel them. In exceptional circumstances (including but not limited to inheritance), the handling will be governed by the regulations of this restricted employee stock issuance.
  • (III) Assumptions regarding issuance in Q3 2025 and the amount of expense

  • recognition calculated based on the Company’s closing price on February 27, 2025, along with the dilution effect on the Company’s earnings per share and the impact on shareholders’ equity:

The expense recognition amounts for the years 2025 to 2028 will be NT$55,781 thousand, NT$127,969 thousand, NT$39,375 thousand, and NT$13,125 thousand, respectively. Based on the current outstanding shares, the estimated potential impact of expense recognition on earnings per share for the years 2025 to 2028 will be NT$0.26, NT$0.59, NT$0.18, NT$0.06, respectively.

  • (IV) For the Company’s regulations governing the issuance of restricted employee stock for the year 2025, please refer to Attachment 8.

  • (V) The Company will handle this issuance of restricted employee stock through a stock trust arrangement.

  • (VI) The Company proposes to request the shareholders’ general meeting to authorize the Board of Directors, or its designated representative, to handle all matters pertaining to this issuance of restricted employee stock with full

  • 7 -

authority, should revisions or adjustments to the various terms and conditions of this issuance be necessary due to regulatory review requirements or amendments to relevant laws and regulations.

Proceedings:

Shareholder Account No. 333354 Silver Net Investment Co., Ltd. spoke as follows: The Company is currently incurring losses with no signs of improvement. The issuance conditions for new shares with employee stock rights restrictions require that earnings per share exceed the average of the past three years. (Last year’s earnings per share was a loss of NT$ 2.21.) Years with losses should be excluded from the calculation.

Chair’s Ruling:

The Chair thanked and respected the shareholder’s suggestion. The shareholder’s remarks have been included in the meeting minutes. The original proposal was put to a vote and approved at the shareholders’ meeting. Prior to submission to the competent authority for declaration, the Board of Directors shall, in accordance with Article 8 of the Regulations Governing the Issuance, consider the shareholder’s suggestion and make necessary amendments to the issuance plan.

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 the 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
shareholde
rs present
(%)
130,702,165
shares
Number in favor:
(Voting rights exercised by
electronic means:
118,829,200
8,429,411
shares
shares)
90.92%
Number against:
(Voting rights exercised by
electronic means:
7,102,257
150,257
shares
shares)
5.43%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by
electronic means:
4,770,708
4,770,708
shares
shares)
3.65%
  • 8 -

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

Subject: Private placement of marketable securities, submitted for resolution.

Explanation: (I) In order to increase the Company's working capital, and/or to expand the plant and purchase machinery and equipment to improve operational scale, and/or to repay loans to enhance the Company’s financial structure, and/or to better address other funding needs for the long-term development of the Company, the Company intends to issue ordinary shares or domestic convertible bonds through private placement in accordance with the provisions set forth in Article 43-6 of the Securities and Exchange Act. The total number of shares to be issued will not exceed 75,000 thousand shares (including the number of ordinary shares converted from domestic convertible bonds at the conversion price on the day of the private placement), with a par value of NT$10 per share. It is intended to propose to the shareholders’ meeting to authorize the Board of Directors to, depending on the market conditions and the Company's actual capital and operational needs, conduct the private placement at an appropriate time in one to three installments, using a single method or a combination of methods, within one year from the date of the resolution being adopted at the shareholders’ meeting.

  • (II) The private placement shall, in accordance with Article 43-6 of the Securities and Exchange Act, be justified as follows:

  • The basis and reasonableness of the private placement price:

  • A. Private placement of common shares

    • The issue price of this private placement of common shares should be not less than 80% of the reference price is the basis for the determining the private placement price or that the issue price. The reference price is set based on the higher of the following two standards:

    • a. Calculate the simple average of the closing price of the common stock 1, 3, or 5 business days prior to the pricing day, deduct the ex-right and ex-dividend shares of the stock dividend, and add the stock price after decapitalization and reversal of the ex-right.

    • b. The simple average of the closing price of the common stock for the 30 business days prior to the pricing day minus the ex-right and ex-dividend shares paid as dividend, plus the stock price after decapitalization and reversal of ex-right.

  • B. Private placement of domestic convertible bonds

    • a. Denomination: NT$100,000 or an integer multiple thereof.
  • 9 -

    • b.Issue period: Not more than five years from the date of issue.

    • c. Coupon rate: 0%

    • d.The price for issuing domestic convertible bonds shall not be lower than 80% of the theoretical price. The pricing model of the theoretical price shall, as a whole, encompass and include the concurrent consideration of the various rights included in the terms of issuance. The conversion price shall not be lower than 80% of the price determined by the following calculation, whichever is higher:

      • (1) The share price, after deducting the value of bonus shares issued as stock dividends and cash dividends and adding back the value of the shares canceled in connection with capital reduction, based on the simple arithmetic average of the closing price of the ordinary shares of the Company on the first, third or fifth trading day prior to the pricing date.

      • (2) Simple average of the closing price of the common stock for the 30 business days prior to the pricing day minus the ex-right and ex-dividend shares paid as dividend, plus the stock price after decapitalization and reversal of ex-right.

  • C. The actual private placement price and the actual pricing date are proposed to be set by the shareholders’ meeting within the range of the resolution, and the Board of Directors is authorized to determine said price based on market and company conditions and the situation of the selected investors. The basis for the above-mentioned private placement price complies with the provisions of "Notes for Public Companies Conducting Private Placements of Securities" and thus should be reasonable.

  • The method, purpose, necessity, and expected benefits of selecting the specific entity:

The subjects of the Private Placement are limited to the specified entities in compliance with Article 43-6 of the Securities and Exchange Act. Potential entities include banking, bills, trust, insurance, securities or other legal persons or institutions approved by the competent authority, investors of natural persons, legal persons, or funds who meet the conditions set by the competent authority, who have a substantial understanding of the Company’s operations or industry development, and who will directly or indirectly benefit the Company's future operations, but have not yet determined the entities.

  • 10 -

The selection of the offerees is necessary and is made in response to the needs of the Company’s operations and development. It is intended that the offerees directly or indirectly assist the Company in finance, business, production, technology, procurement, management, strategy, industry integration, or sustainable development, in order to strengthen the Company’s competitiveness and improve operational efficiency and long-term development, which should be beneficial in enhancing the Company's competitiveness and shareholders’ equity. It is intended to authorize the Board of Directors to review the relevant qualifications of the offerees.

  1. Reasons for conducting the private placement:

Private placement is a quick and easy way to introduce investors. Private placement of securities has transfer restrictions and can better ensure long-term cooperation between the company and investors. In addition, the Board of Directors, being authorized to determine the actual operational needs of the company to be fulfilled by the private placement, will also effectively improve the agility and flexibility of the Company’s fund-raising.

  1. Use of funds and expected benefits:

The funds raised from each private placement are used to replenish working capital, and/or expand plants and purchase machinery and equipment to increase the scale of operations, and/or repay loans to strengthen the financial structure, and/or support other capital requirements for the Company’s long-term development. Each private placement and the use of funds after the completion of the private placement is expected to strengthen the company’s competitiveness and improve operational efficiency, and promote the company’s stable growth, which will enhance the company’s competitiveness and benefit shareholders’ equity.

  • (III) The rights and obligations of this private placement of common shares or common shares converted from domestic convertible corporate bonds are the same as those of the common shares already issued by the Company; however, in accordance with Article 43-8 of the Securities and Exchange Act, the private placement of securities is after three years from the date of delivery, the private placement of the securities may be reported to the competent authority after three years from the delivery date and after obtaining the consent letter from the Taiwan Stock Exchange for the issuance of listing standards in accordance with the relevant laws and regulations and application for listing and trading.

  • 11 -

  • (IV) In this private placement of common shares or issuance of domestic convertible corporate bonds, it is intended that the shareholders' meeting authorize the Chairman, or a person designated by the Chairman, sign and negotiate all contracts and documents related to this private placement on behalf of the Company and to handle all matters related to the private placement plan on behalf of the Company.

  • (V) The number of shares issued, issue price, issuing conditions, capital increase record date, planned items, progress of fund utilization, expected benefits and other matters from the private placement of ordinary shares or domestic convertible corporate bonds, and other matters that are not yet addressed in the private placement of ordinary shares or domestic convertible corporate bonds. The shareholders' meeting authorized the Board of Directors to formulate and implement regulations based on market conditions and the Company's operational needs. The Board of Directors is authorized to make future amendments in accordance with the requirements of the competent authorities or changes in the objective environment.

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 the 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
shareholde
rs present
(%)
130,702,165
shares
Number in favor:
(Voting rights exercised by
electronic means:
111,907,192
1,507,403
shares
shares)
85.62%
Number against:
(Voting rights exercised by
electronic means:
7,080,954
7,040,954
shares
shares)
5.42%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by
electronic means:
11,714,019
4,802,019
shares
shares)
8.96%

Motion 4: (Proposed by the Board of Directors)

Subject: Release of non-competition restrictions on directors presented for deliberation.

Description: (I) In accordance with Article 209 of the Company Act, “A director who performs acts for himself/herself or others within the scope of the Company’s business shall

  • 12 -

explain the material content of such acts to the shareholders' meeting and obtain their approval”.

  • (II) Regarding the newly appointed director of the Company concurrently holding a position in another company, please refer to Attachment 9 . Provided that the interests of the Company are not compromised, it is proposed to the 2025 Annual

Shareholders’ Meeting to approve the lifting of their non-compete restrictions.

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 the 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
shareholde
rs present
(%)
130,702,165
shares
Number in favor:
(Voting rights exercised by
electronic means:
118,751,307
8,351,518
shares
shares)
90.86%
Number against:
(Voting rights exercised by
electronic means:
252,763
212,763
shares
shares)
0.19%
Invalid: 0 shares 0.00%
Abstention/Did not vote:
(Voting rights exercised by
electronic means:
11,698,095
4,763,095
shares
shares)
8.95%

VI. Extempore motions

Summary of question from shareholder account number 190053:

  • 1.The Chair and the President are requested to provide an overview of the Company’s operations.

The Chair and the designated personnel responded as follows:

Chair’s Response:

The core business of the Company remains on a growth trajectory; however, due to macroeconomic factors, the financial performance did not meet expectations. The

Company’s management team remains committed to its operations. In the face of various challenges, we continue to prioritize shareholders’ interests, with the goal of maximizing

  • 13 -

shareholder value.

President’s Response:

  - We sincerely thank our shareholders for their continued support. We deeply regret that the Company’s consolidated operating results for 2024 did not meet expectations. The loss was mainly due to underperformance in investments and non-operating items. The Company has been gradually divesting from non-core investments to focus on its core business. The core operations remain stable and continue to grow. Although there have been some recent disturbances due to global market conditions, the Company’s core business remains healthy.
  • 2.The recent decline in the Company’s share price has caused significant losses for shareholders. It is recommended that the Company adopt a strategy of retaining high-performing assets and personnel while phasing out underperforming ones. In addition, although the Chairperson and the President have not sold any shares personally, there have been cases of senior executives selling a large volume of shares, which may give the public an impression of a lack of confidence in the Company. This issue requires the Company’s attention. Furthermore, the losses incurred by the investee company, Yo-Juang Investment Corporation, have placed a burden on the Company and must be carefully addressed.

  • Chair’s Response: Thank you for your continued support and valuable feedback.

  • VII. End of meeting: At 09:45 a.m. on the same day, the chairperson announced the end of the meeting.

  • (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.)

  • 14 -

[Attachment 1]

Taiwan Mask Corporation 2024 Business Report

To begin with, I would like to express my appreciation to all shareholders for their support. The global economic growth in 2024 is affected by international situations, geopolitical conflicts, and uncertainties, as well as inflation, which affects the fluctuation of energy and raw material prices, making the recovery of the consumer market uncertain. However, the continued development of AI, high-performance computing and cloud services has been driving the growth of related supply chains such as logic chips, memory and advanced packaging technologies. The global semiconductor market is expected to continue to grow by more than double digits in 2025. Overall, the difference between semiconductor process technologies and applications will result in a different end demand. In this regard, TMC has a stable deployment strategy to plan for new capacity and new technologies in response to overall needs in a timely and appropriate manner, so as to grow together with strategic partners. At the same time, we will continue to strengthen operational management efficiency, deepen customer relationship management and services, and grow together with strategic customers.

Faced with a global semiconductor market downturn, TMC, through expanding its photomask foundry services for strategic partners and the concerted efforts of its management team and all employees, still maintained steady operational growth in 2024. The annual individual net revenue reached NT$4.26 billion, a 6.9% increase compared to the previous year. However, impacted by delays in the technology and product transformation of its subsidiaries, Taiwan Mask Corporation recognized operating losses from its subsidiaries, resulting in a net loss after tax of NT$473 million for the current period. In response to this, the Group has actively reorganized its resources and established effective allocation strategies to strengthen the photomask core business, continuously improve the quality and delivery time of 65/55nm photomask products, deepen partnerships with key customers, proactively expand the 40nm photomask customer base, and deploy 12-inch high-end and 28nm photomask production capacity.

Looking forward to 2025, in response to market growth, TMC will continue to:

  1. Strengthen the core business of the Company, continue to work closely with strategic customers, and deepen customer cooperation. In line with the technological advancements of strategic customers, the Company has completed the mass production of 40nm photomasks and has successively obtained

  2. customer certifications for 28nm photomasks. Furthermore, based on long-term

  3. 15 -

market demand, the Company continues to deploy high-end photomask production capacity, aiming to shorten customer certification and mass production timelines, thereby fostering sustained growth with strategic customers.

  1. On the operational front, the Company continues to establish and utilize AI-powered analysis and classification models to build a traceability mechanism for rapid and effective production improvements, thereby enhancing yield rates, shortening delivery times, and reasonably controlling costs, ultimately increasing capacity utilization and optimizing order intake to improve company profitability.

  2. Continuous implementation of sustainable development:

TMC adheres to the business philosophy of “Respect for the sky, love for people, and protect the planet”. We pursue sustainable development through energy creation and conservation. By focusing on core business development, managing the Group’s total resources, aiming at innovation and sustainability, and working with strategic customers, suppliers, subsidiaries of the Group, and stakeholders to integrate resources, we will continue to implement sustainable development.

  1. Integration of Group Synergies:

To enhance group synergies, the Company aims to establish a strategic mechanism and system characterized by speed, flexibility, and agility. This will allow the Company to adaptively adjust the allocation of group resources and the operational strategies of its investees in response to geopolitical and market uncertainties, as well as to expedite the transformation and support the successful operational turnaround of its subsidiaries.

Best wishes to all valued shareholders.

Chairman: Manager: Accounting Officer:

  • 16 -

[Attachment 2]

Taiwan Mask Corporation

Audit Committee’s Audit Report

We have reviewed the Company’s 2024 business report, financial statements and earnings distribution proposal prepared by the board of directors. The financial statements have been audited by CPA Ya-Hui Cheng and CPA Chien-Yu Liu 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 2025 Annual General Meeting

==> picture [97 x 92] intentionally omitted <==

Taiwan Mask Corporation

==> picture [59 x 70] intentionally omitted <==

Audit Committee convener: Wei-Chen Wang

March 12, 2025

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[Attachment 3]

==> picture [531 x 449] intentionally omitted <==

  • 18 -

(114) Tsai-Sheng-Bao-Zi No. 24005089

[Attachment 4]

Independent Auditors’ Report

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, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2024 and 2023 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 Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in Taiwan. 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 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the TMC Group’s consolidated financial statements in fiscal year 2024 are stated as follows:

  • 19 -

Income recognition

Explanation

For the accounting policy on income recognition, please refer to Note 4 (29) of the financial report. For sales revenue, please refer to Note 6 (23); the operating income in fiscal year 2024 was NT$7,561,749 thousand.

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

How our audit addressed the matter

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

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

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

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

Other matters–Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only standalone financial statements of Taiwan Mask Corporation as of and for the years ended December 31, 2024 and 2023.

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 and issued into effect 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.

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.

  • 20 -

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 AS 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 AS, we exercise professional judgment and professional skepticism throughout the audit. We also conduct the following undertakings:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

5. 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.

6. 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.

  • 21 -

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2024 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

Ya-Hui Cheng

CPA

Chien-Yu Liu

Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan

Approval Document for Attestation:

Jin-Guan-Zheng-Liu-Zi No. 0960072936

Financial Supervisory Commission of the Executive Yuan

Approval Document for Attestation:

Jin-Guan-Zheng-Shen-Zi No. 1090350620

March 12, 2025

  • 22 -

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023

Assets Notes
6(1)
6(2) and 8
6(3) and 8
6(23)
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(11) and 8
6(30)
6(13)
December 31, 2024

Amount
%
$ 1,430,542
7
3,129,075
15
227,534
1
90,967
-
167
-
1,367,379
7
2,383
-
40,137
-
1,306
-
476
-
723,781
4
277,096
1
20,371
-
7,311,214
35
187,241
1
667,051
3
489,392
2
10,382,141
50
424,264
2
167,109
1
654,780
3
25,492
-
506,461
3
13,503,931
65
$ 20,815,145
100
Unit: NT$ Thousand
December 31, 2023
Unit: NT$ Thousand
December 31, 2023
Amount
$ 1,430,542
3,129,075
227,534
90,967
167
1,367,379
2,383
40,137
1,306
476
723,781
277,096
20,371
7,311,214
187,241
667,051
489,392
10,382,141
424,264
167,109
654,780
25,492
506,461
13,503,931
$ 20,815,145
Amount
$ 1,364,106
1,626,536
259,885
105,263
6,049
1,478,806
26
29,003
407
1,830
701,823
326,387
10,774
5,910,895
2,896,178
660,157
67,506
9,492,391
554,630
170,500
731,735
22,337
514,639
15,110,073
$ 21,020,968
%
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 for the Period
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
6
8
1
1
-
7
-
-
-
-
3
2
-
28
14
3
-
45
3
1
4
-
2
72
100
  • 23 -

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023

Liabilities and Equities Notes
6(14) and 7
6(2)
6(23)
6(15)
7
6(17)
6(16)
6(17)
6(30)
6(18)
6(19)
6(20)
6(21)
6(22)
6(19) and 8


9
11
December 31,2024 %
30
-
-
-
3
6
-
-
-
-
6
-
45
17
15
-
1
2
-
-
35
80
12
8
4
3
-
(
6)
21
(
1)
20
100
Unit: NT$ Thousand
December 31,2023
Amount
%
$ 5,429,370
26
9,383
-
174,538
1
66
-
463,892
2
1,205,153
6
304
-
15,379
-
4,513
-
47,439
-
1,216,216
6
57,651
-
8,623,904
41
3,424,600
16
3,126,340
15
-
-
163,536
1
519,754
3
10,648
-
42,282
-
7,287,160
35
15,911,064
76
2,564,465
12
1,439,959
7
827,460
4
1,464,101
7
1,641
-
(
1,174,484) (
6)
5,123,142
24
(
13,238)
-
5,109,904
24
$ 21,020,968
100
Amount
$ 6,200,355
19,204
64,453
43,544
541,758
1,236,829
-
10,730
5,568
34,456
1,242,279
53,072
9,452,248
3,609,156
3,072,808
1,500
162,297
402,942
7,474
34,812
7,290,989
16,743,237
2,564,562
1,532,041
863,958
581,828
20,148
(
1,167,369)
4,395,168
(
323,260)
4,071,908
$ 20,815,145
Amount
$ 5,429,370
9,383
174,538
66
463,892
1,205,153
304
15,379
4,513
47,439
1,216,216
57,651
8,623,904
3,424,600
3,126,340
-
163,536
519,754
10,648
42,282
7,287,160
15,911,064
2,564,465
1,439,959
827,460
1,464,101
1,641
(
1,174,484)
5,123,142
(
13,238)
5,109,904
$ 21,020,968
Current liabilities
2100
Short Term Loans
2120
Financial Liabilities at Fair Value
Through Profit or Loss - Current
2130
Contract Liabilities - Current
2150
Notes Payable
2170
Accounts Payable
2200
Other Payables
2220
Other Payables - Related Parties
2230
Income Tax Liabilities for the Period
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
2550
Provision for Liabilities - Non-current
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
Equity attributable to shareholders of
the parent company
Capital
3110
Capital stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal 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

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

Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

Chairman: Sean Chen

  • 24 -

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31 of 2024 and 2023

Items Unit: NT$ Thousand
(Except for earnings (loss) per share in NT$)
2024
2023
Notes
Amount
%
Amount
%
6(23) and 7
$ 7,561,749
100
$ 7,199,935
100
6(5) and 7
(
6,140,062) (
81) (
5,363,566) (
75 )
1,421,687
19
1,836,369
25
6(28)
(29) and 7
(
311,586) (
4) (
271,119) (
4 )
(
418,133) (
6) (
459,028) (
6 )
(
389,236) (
5) (
348,136) (
5 )
12(2)
(
81,338) (
1) (
9,455)
-
(
1,200,293) (
16) (
1,087,738) (
15 )
221,394
3
748,631
10
6(24)
27,737
-
40,742
-
6(25) and 7
151,772
2
133,843
2
6(26)
(
667,378) (
9) (
98,389) (
1 )
6(27) and 7
(
345,590) (
4) (
293,238) (
4 )
6(6)
(
53,984) (
1) (
85,789) (
1 )
(
887,443) (
12) (
302,831) (
4)
(
666,049) (
9)
445,800
6
6(30)
(
119,962) (
1) (
281,516) (
4)
($ 786,011) (
10)$ 164,284
2
6(18)
$ 237
-
($ 1,145)
-
6(22)
18,507
-
(
8,867)
-
$ 18,744
-
($ 10,012)
-
($ 767,267) (
10)$ 154,272
2
($ 472,521) (
6) $ 366,126
5
(
313,490) (
4) (
201,842) (
3 )
($ 786,011) (
10)$ 164,284
2
($ 453,777) (
6) $ 356,114
5
(
313,490) (
4) (
201,842) (
3 )
($ 767,267) (
10)$ 154,272
2
6(31)
($ 2.21)$ 1.75
($ 2.21)$ 1.65
4000
Operating income
5000
Operating costs
5900
Gross profit
Operating Expenses
6100
Selling Expenses
6200
Administrative Expenses
6300
R&D Expenses
6450
Expected loss on credit impairment
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
Net loss/profit before tax
7950
Income Tax Expense
8200
Net (loss) profit for the period
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
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statement translation
differences of foreign operations
8300
Other Comprehensive Incomes (Net)
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 (loss) per share
9750
Basic
9850
Diluted

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

Chairman: Sean Chen Manager: Lidon Chen Accounting Officer: Yu-Ming Fan

  • 25 -

Unit: NT$ Thousand

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31 of 2024 and 2023

2023
Balance as at January 1, 2023
Net profit for the period
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings for 2022
Legal capital reserve
Cash dividends
Distribution of cash from capital surplus
Adjustment of capital reserve by dividends paid to
subsidiaries
Changes in ownership interests in subsidiaries recognized
Changes in shares of affiliates and joint ventures
recognized under the equity method
Subsidiaries donated treasury stock
Treasury stocks transfer to employees
Payment of overdue unclaimed dividends to shareholders
Increase in non-controlling interests in mergers
Balance as of December 31, 2023
2024
Beginning Balance as of January 1, 2024
Net loss
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings for 2023
Legal capital reserve
Cash dividends
Changes in ownership interests in subsidiaries recognized
Adjustment of capital reserve by dividends paid to
subsidiaries
Subsidiaries donated treasury stock
Changes in shares of affiliates and joint ventures
recognized under the equity method
Conversion of convertible bonds
Ending Balance as of December 31, 2024
Notes Equity a ttributableto shareh ttributableto shareh old ers of the parentcompany ers of the parentcompany Non-controlli
ng Interests
Total Equity
Capital stock Capital surplus Retained earnings Otherequityinterests Treasury stock Total
Legal reserve Unappropriated
earnings
Financial
statement
translation
differences of
foreign
operations
Unrealized gain
(loss) on
investments on
financial assets at
fair value through
other
comprehensive
income
6(22)
6(21)
6(20)
6(20)
6(20)
6(20)
6(19)
6(19)
6(20)
6(22)
6(21)
6(20)
6(20)
6(19)
6(20)
6 (19)(20)
$ 2,564,465
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,564,465
$ 2,564,465
-
-
-
-
-
-
-
-
-
97
$ 2,564,562
$ 1,251,681
-
-
-
-
-
(
49,797 )
90,829
133,604
13,793
-
-
(
151 )
-
$ 1,439,959
$ 1,439,959
-
-
-
-
-
1,196
52,997
-
37,203
686
$ 1,532,041
$ 769,952
-
-
-
57,508
-
-
-
-
-
-
-
-
-
$ 827,460
$ 827,460
-
-
-
36,498
-
-
-
-
-
-
$ 863,958
$ 1,729,293
366,126
(
1,145 )
364,981
(
57,508 )
(
572,665 )
-
-
-
-
-
-
-
-
$ 1,464,101
$ 1,464,101
(
472,521 )
237
(
472,284 )
(
36,498 )
(
373,491 )
-
-
-
-
-
$ 581,828
$ 13,174
-
(
8,867 )
(
8,867 )

-
-
-
-
-
-
-
-
-
-
$ 4,307

$ 4,307
-
18,507
18,507

-
-
-
-
-
-
-
$ 22,814
($ 2,666 )
-

-

-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 1,778,979 )
-
-
-
-
-
-
-
-
-
12,807
591,688
-
-
($ 1,174,484 )
($ 1,174,484 )
-
-
-
-
-
-
-
7,115
-
-
($ 1,167,369 )
$ 4,546,920
366,126
(
10,012 )
356,114
-
(
572,665 )
(
49,797 )
90,829
133,604
13,793
12,807
591,688
(
151 )
-
$ 5,123,142
$ 5,123,142
(
472,521 )
18,744
(
453,777 )
-
(
373,491 )
1,196
52,997
7,115
37,203
783
$ 4,395,168
($ 112,713 )
(
201,842 )

-
(
201,842 )
-

-

-
-
(
58,871 )
-
-
-

-
360,188
($ 13,238 )
($ 13,238 )
(
313,490 )
-
(
313,490 )
-

-
3,468
-
-
-
-
($ 323,260 )
$ 4,434,207

164,284
(
10,012 )

154,272

-
(
572,665 )
(
49,797 )
90,829

74,733
13,793
12,807
591,688
(
151 )
360,188
$ 5,109,904

$ 5,109,904
(
786,011 )
18,744
(
767,267 )

-
(
373,491 )
4,664
52,997
7,115
37,203
783
$ 4,071,908

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

Chairman: Sean Chen

Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

  • 26 -

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flows January 1 to December 31 of 2024 and 2023

Unit: NT$ Thousand

Cash Flow from Operating Activities
Net (loss) profit before tax for the period
Adjustments to Reconcile Net Income to Net Cash Flow
from Operating Activities
Revenues and Expenses
Depreciation
Amortization
Expected loss on credit impairment
Interest income
Interest Expenses
Subsidiaries donated treasury stock
Net losses of financial assets and liabilities at
fair value through profit or loss
Gain (loss) on disposal of investments
Dividend income
Share of losses of affiliated companies
recognized under the equity method
Disposal of interests in property, plant and
equipment
Gains on disposal of intangible assets
Property, plant and equipment reclassified as
expenses
Gain on lease modifications
Goodwill impairment loss
Impairment loss of prepayments for equipment
The Changes of Assets/ Liabilities related to
Operating Activities
Net Changes of Assets related to Operating
Activities
Mandatory financial assets at fair value through
profit or loss
Contract Assets
Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated Parties
Inventories
Prepayments
Other Current Assets
Other Non-Current Assets
Net Changes of Liabilities related to Operating
Activities
Contract Liabilities
Notes Payable
Accounts Payable
Accounts payable - Related party
Other Payables
Provisions
Other Current Liabilities
Defined Benefit Liabilities
Other Non-Current Liabilities
Net Cash In-Flow from Operating
Interest Received
Interest Paid
Income Tax Paid
Dividends Received
Net Cash In-Flow (Out-Flow) from Operating
Activities
Notes
January 1 to
December 31,2024
January 1 to
December 31,2023
( $ 666,049 ) $ 445,800
6 (7)(8)(10)(28)
1,286,665
933,404
6(11)(28)
88,918
52,495
12(2)
81,338
9,455
6(24)
(
27,737 ) (
40,742 )
6(27)
345,590
293,238
7
7,115
12,807
6(2)(26)
714,004
120,408
6(26)
(
10,037 )
-
6(25)
(
115,036 ) (
94,064 )
6(6)
53,984
85,789
6(26)
(
24,518 ) (
688 )
6(26)
- (
25,499 )
-
78
6(8)(26)
(
3,005 )
-
6(11)(12)(26)
27,390
-
6(26)
5,310
-
502,215 (
175,131 )
14,296
34,968
5,882 (
4,604 )
30,089
28,959
(
2,357 )
2,320
(
11,134 ) (
16,753 )
(
899 ) (
407 )
(
21,958 ) (
250,767 )
58,324 (
40,501 )
(
9,597 )
35,911
(
420 )
-
(
110,085 ) (
67,726 )
43,478 (
79,735 )
77,866
27,826
- (
284 )
(
165,172 )
49,752
2,555
-
(
4,741 )
17,970
(
2,937 ) (
7,012 )
- (
7,228 )
2,169,337
1,340,039
27,737
42,243
(
280,875 ) (
260,590 )
(
127,651 ) (
444,991 )
115,036
110,914
1,903,584
787,615

Taiwan Mask Corporation and Subsidiaries

  • 27 -

Consolidated Statements of Cash Flows January 1 to December 31 of 2024 and 2023

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
Disposal of investment under Equity Method
Cash outflows from changes in consolidated entities
Acquisition of Property, Plants and Equipment
Disposal of Property, Plants and Equipment
Acquisition of Intangible Assets
Gains on disposal of intangible assets
Increase in refundable deposit
Decrease of Guarantee 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
Issuance of corporate bonds
Repayment of corporate bonds
Other Payables- related Parties
Treasury stocks transfer to employees
Redemption of Lease Principal
Increase in Guarantee Deposits Received
Decrease of Guarantee Deposits Received
Cash increase of non-controlling equity in Subsidiaries
Payment of overdue unclaimed dividends
Distribution of cash dividends (including capital surplus
distribution cash in 2023)
Net Cash In-Flow (Out-Flow) from Funding
Activities
Adjustments of Exchange Rate
Net increase (decrease) in 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
December 31,2024
January 1 to
December 31,2023
6(3)
( $ 171,795 ) ( $ 672,781 )
6(3)
205,430
416,418
6(6)
(
440,400 ) (
15,000 )
6(6)
11,807
-
6 (32)
- (
78,027 )
6(7)(33)
(
2,005,238 ) (
3,179,581 )
6(7)
48,326
8,695
6(11)
(
15,577 ) (
36,975 )
6(11)
-
27,043
(
38,787 ) (
35,869 )
52,995
29,108
(
2,353,239 ) (
3,536,969 )
6(34)
9,394,535
7,613,689
6(34)
(
8,623,550 ) (
6,907,998 )
6(34)
2,525,699
1,593,546
6(34)
(
2,587,302 ) (
1,061,577 )
6(34)
498,730
797,338
6(34)
(
332,817 )
-
7
(
304 )
304
6(19)
-
591,688
6(34)
(
46,498 ) (
51,816 )
6(34)
199
7,528
6(34)
(
7,787 )
-
-
299,600
- (
151 )
6(21)
(
320,494 ) (
531,633 )
500,411
2,350,518
15,680
12,985
66,436 (
385,851 )
1,364,106
1,749,957
6(1)
$ 1,430,542 $ 1,364,106

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

Chairman: Sean Chen

Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

  • 28 -

[Attachment 5]

Independent Auditors’ Report

(114) Tsai-Sheng-Bao-Zi No. 24005005

To Taiwan Mask Corporation:

Opinions

We have audited the accompanying parent-only balance sheets of Taiwan Mask Corporation as of December 31, 2024 and 2023, and the related statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2024 and 2023, and notes to the parent-only 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 parent-only financial statements present fairly, in all material respects, the standalone financial position of Taiwan Mask Corporation as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years ending on December 31, 2024 and 2023, 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 Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in Taiwan. Our responsibilities under those standards are further described in the Independent Auditor’s Responsibilities for the Audit of the Separate 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 2024. 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 parent-only financial statements in fiscal year 2024 are stated as follows:

  • 29 -

Income recognition

Explanation

For the accounting policy on income recognition, please refer to Note 4 (27) of the financial report. For sales revenue please refer to Note 6 (21); the operating income in fiscal year 2024 is NT$4,260,484 thousand.

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

How our audit addressed the matter

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

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

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

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

Responsibilities of management and those charged with governance for the parent only 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 parent only 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.

  • 30 -

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

Our objectives are to obtain reasonable assurance about whether the parent only 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 AS 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 AS, we exercise professional judgment and professional skepticism throughout the audit. We also conduct the following undertakings:

  • 1.Identify and assess the risks of material misstatement of the parent only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  • 4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Taiwan Mask Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause Taiwan Mask Corporation to cease to continue as a going concern.

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

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

  • 31 -

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-only financial statements for the year ended December 31, 2024, and are therefore the 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

Ya-Hui Cheng

CPA

Chien-Yu Liu

Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan Approval Document for Attestation: Jin-Guan-Zheng-Liu-Zi No. 0960072936 Financial Supervisory Commission of the Executive Yuan Approval Document for Attestation: Jin-Guan-Zheng-Shen-Zi No. 1090350620

March 12, 2025

  • 32 -

Taiwan Mask Corporation Parent Only Balance Sheets December 31, 2024 and 2023

Unit: NT$ Thousand

Assets Notes
6(1)
6(2) and 8
6(3)
6(21)
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(28)
6(11)
December 31, 2024

Amount
%
$ 532,868
3
1,050,247
7
-
-
76,496
1
795,123
5
5,612
-
19,243
-
602,437
4
205,380
1
104,704
1
752
-
3,392,862
22
57,520
-
518,270
3
1,296,209
9
8,713,454
57
401,774
3
585,436
4
28,286
-
13,011
-
346,110
2
11,960,070
78
$ 15,352,932
100
December 31, 2023 December 31, 2023
Amount
$ 532,868
1,050,247
-
76,496
795,123
5,612
19,243
602,437
205,380
104,704
752
3,392,862
57,520
518,270
1,296,209
8,713,454
401,774
585,436
28,286
13,011
346,110
11,960,070
$ 15,352,932
Amount
$ 451,993
397,340
3,000
86,821
685,798
6,494
4,520
90,940
129,575
97,617
190
1,954,288
859,962
417,504
1,866,791
7,862,213
535,527
662,854
45,675
5,310
359,147
12,614,983
$ 14,569,271
%
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
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
3
3
-
-
5
-
-
-
1
1
-
13
6
3
13
54
4
5
-
-
2
87
100
  • 33 -

aiwan Mask Corporation Parent Only Balance Sheets December 31, 2024 and 2023

Unit: NT$ Thousand

Liabilities and Equities Notes
6(12)
6(2)
6(21)
6(13)
7
6(15)
6(14)
6(15)
6(28)
6(16)
6(31)
6(17)
6(18)
6(19)
6(20)
6(17)

9
11
December 31,2024

Amount
%
$ 2,406,478
16
19,204
-
13,611
-
116,962
1
819,364
5
793
-
-
-
25,928
-
857,444
6
24,108
-
4,283,892
28
3,609,156
23
2,634,986
17
-
-
388,343
3
7,473
-
33,914
-
6,673,872
43
10,957,764
71
2,564,562
17
1,532,041
10
863,958
6
581,828
4
20,148
-
(
1,167,369) (
8)
4,395,168
29
$ 15,352,932
100
December 31,2023
Amount
%
$ 1,079,983
8
9,383
-
33,984
-
117,596
1
669,580
5
4,131
-
2,623
-
31,939
-
872,834
6
47,783
-
2,869,836
20
3,424,600
23
2,592,429
18
219
-
514,436
4
10,648
-
33,961
-
6,576,293
45
9,446,129
65
2,564,465
18
1,439,959
9
827,460
6
1,464,101
10
1,641
-
(
1,174,484) (
8)
5,123,142
35
$ 14,569,271
100
Amount
$ 2,406,478
19,204
13,611
116,962
819,364
793
-
25,928
857,444
24,108
4,283,892
3,609,156
2,634,986
-
388,343
7,473
33,914
6,673,872
10,957,764
2,564,562
1,532,041
863,958
581,828
20,148
(
1,167,369)
4,395,168
$ 15,352,932
Amount
$ 1,079,983
9,383
33,984
117,596
669,580
4,131
2,623
31,939
872,834
47,783
2,869,836
3,424,600
2,592,429
219
514,436
10,648
33,961
6,576,293
9,446,129
2,564,465
1,439,959
827,460
1,464,101
1,641
(
1,174,484)
5,123,142
$ 14,569,271
Current liabilities
2100
Short Term Loans
2120
Financial Liabilities at Fair Value
Through Profit or Loss - Current
2130
Contract Liabilities - Current
2170
Accounts Payable
2200
Other Payables
2220
Other Payables - Related Parties
2230
Income Tax Liabilities for the Period
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
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

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

Chairman: Sean Chen

Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

  • 34 -

aiwan Mask Corporation Parent Only Statement of Comprehensive Income January 1 to December 31 of 2024 and 2023

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

Items 2024
2023
Notes
Amount
%
Amount
%
6 (21) and 7
$ 4,260,484
100
$ 3,985,541
100
6(5)
(
2,833,103) (
66) (
2,322,564) (
58)
1,427,381
34
1,662,977
42
6(26)
(27)
(
82,663) (
2) (
75,496) (
2 )
(
288,760) (
7) (
304,800) (
8 )
(
201,143) (
5) (
152,015) (
4 )
12(2)
(
3,295)
-
(
418)
-
(
575,861) (
14) (
532,729) (
14)
851,520
20
1,130,248
28
6(22)
18,675
-
27,316
1
6(23)
196,036
5
204,573
5
6(24)
(
172,931) (
4) (
8,162)
-
6(25)
(
200,045) (
5) (
162,406) (
4 )
(
1,070,993) (
25) (
579,274) (
15)
(
1,229,258) (
29) (
517,953) (
13)
(
377,738) (
9)
612,295
15
6(28)
(
94,783) (
2) (
246,169) (
6)
($ 472,521) (
11)$ 366,126
9
6(16)
$ 237
-
($ 1,145)
-
6(20)
18,507
-
(
8,867)
-
$ 18,744
-
($ 10,012)
-
($ 453,777) (
11)$ 356,114
9
6(29)
($ 2.21)$ 1.75
($ 2.21)$ 1.65
4000
Operating income
5000
Operating costs
5900
Gross profit
Operating Expenses
6100
Selling Expenses
6200
Administrative Expenses
6300
R&D Expenses
6450
Expected loss on credit impairment
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
Net loss/profit before tax
7950
Income Tax Expense
8200
Net (loss) profit for the period
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
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statement translation
differences of foreign operations
8300
Other Comprehensive Incomes (Net)
8500
Total comprehensive income for the
year
Earnings (loss) per share
9750
Basic
9850
Diluted

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

Chairman: Sean Chen

Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

  • 35 -

Taiwan Mask Corporation

Parent Only Changes of Equity Statements January 1 to December 31 of 2024 and 2023

Unit: NT$ Thousand

2023
Balance as at January 1, 2023
Net profit for the period
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings
for 2022
Legal capital reserve
Cash dividends
Distribution of cash from capital surplus
Adjustment of capital reserve by
dividends paid to subsidiaries
Changes in ownership interests in
subsidiaries recognized
Changes in shares of affiliates and joint
ventures recognized under the equity
method
Subsidiaries donated treasury stock
Treasury stocks transfer to employees
Payment of overdue unclaimed dividends
to shareholders
Balance as of December 31, 2023
2024
Beginning Balance as of January 1, 2024
Net loss
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings
for 2023
Legal capital reserve
Cash dividends
Changes in ownership interests in
subsidiaries recognized
Adjustment of capital reserve by
dividends paid to subsidiaries
Subsidiaries donated treasury stock
Changes in shares of affiliates and joint
ventures recognized under the equity
method
Conversion of convertible bonds
Ending Balance as of December 31, 2024
Notes
6(20)

6(19)
6(18)
6(18)
6(18)
6(18)
6(17)
6(17)
6(18)
6(20)

6(19)
6(18)
6(18)
6(17)
6(18)
6 (14) (18)
Capital stock
$ 2,564,465
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,564,465
$ 2,564,465
-
-
-
-
-
-
-
-
-
97
$ 2,564,562
Capital surplus
$ 1,251,681
-
-
-
-
-
(
49,797 )
90,829
133,604
13,793
-
-
(
151 )
$ 1,439,959
$ 1,439,959
-
-
-
-
-
1,196
52,997
-
37,203
686
$ 1,532,041
Retained earnings
Unappropriated
earnings
$ 1,729,293
366,126
(
1,145 )
364,981
(
57,508 )
(
572,665 )
-
-
-
-
-
-
-
$ 1,464,101
$ 1,464,101
(
472,521 )
237
(
472,284 )
(
36,498 )
(
373,491 )
-
-
-
-
-
$ 581,828
Other equity interests
Financial statement
translation
differences of
foreign operations
Unrealized gain or loss on
financial assets measured at
fair value through other
comprehensive income
$ 13,174
($ 2,666 )
-
-
(
8,867 )
-
(
8,867 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 4,307
($ 2,666 )
$ 4,307
($ 2,666 )
-
-
18,507
-
18,507
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 22,814
($ 2,666 )
Other equity interests
Financial statement
translation
differences of
foreign operations
Unrealized gain or loss on
financial assets measured at
fair value through other
comprehensive income
$ 13,174
($ 2,666 )
-
-
(
8,867 )
-
(
8,867 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 4,307
($ 2,666 )
$ 4,307
($ 2,666 )
-
-
18,507
-
18,507
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 22,814
($ 2,666 )
Treasury stock
($ 1,778,979 )
-
-
-
-
-
-
-
-
-
12,807
591,688
-
($ 1,174,484 )
($ 1,174,484 )
-
-
-
-
-
-
-
7,115
-
-
($ 1,167,369 )
Total Equity
Legal reserve
$ 769,952
-
-
-
57,508
-
-
-
-
-
-
-
-
$ 827,460
$ 827,460
-
-
-
36,498
-
-
-
-
-
-
$ 863,958
Financial statement
translation
differences of
foreign operations
$ 13,174
-
(
8,867 )
(
8,867 )
-
-
-
-
-
-
-
-
-
$ 4,307
$ 4,307
-
18,507
18,507
-
-
-
-
-
-
-
$ 22,814








$ 4,546,920
366,126
(
10,012 )
356,114
-
(
572,665 )
(
49,797 )
90,829
133,604
13,793
12,807
591,688
(
151 )
$ 5,123,142
$ 5,123,142
(
472,521 )
18,744
(
453,777)
-
(
373,491 )
1,196
52,997
7,115
37,203
783
$ 4,395,168

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

Chairman: Sean Chen

Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

  • 36 -

Taiwan Mask Corporation Parent Only Statements of Cash Flow January 1 to December 31 of 2024 and 2023

Unit: NT$ Thousand

Cash Flow from Operating Activities
Net (loss) profit before tax for the period
Adjustments to Reconcile Net Income to Net Cash
Flow from Operating Activities
Revenues and Expenses
Depreciation

Amortization

Expected loss on credit impairment

Dividend income

Interest income

Disposal of interests in property, plant and
equipment

Interest Expenses

Net Profit of Financial Asset at Fair Value
Through Loss (Profit)

Gain (loss) on disposal of investments

The Share of Subsidiaries and Affiliates
Profits and Losses Recognized by the Equity
Method
Property, plant and equipment reclassified as
expenses

Gain on lease modifications
Goodwill impairment loss
The Changes of Assets/ Liabilities related to
Operating Activities
Net Changes of Assets related to Operating
Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated Parties
Inventories
Prepayments
Other Current Assets
Net Changes of Liabilities related to
Operating Activities
Contract Liabilities
Accounts Payable
Accounts payable - Related party
Other Payables
Other Payables- related Parties
Other Current Liabilities
Defined Benefit Liabilities
Net Cash In-Flow from Operating
Dividends Received
Interest Received
Interest Paid
Income Tax Paid
Net Cash In-Flow (Out-Flow) from
Operating Activities
Notes
January 1 to
December 31, 2024
January 1 to
December 31, 2023
( $ 377,738 ) $ 612,295
6(26)
1,102,588
798,565
6(26)
23,067
24,041
6 (4) and 12
(II)
3,295
418
6(23)
(
50,497 ) (
51,566 )
6(22)
(
18,675 ) (
27,316 )
6(21)
(
40 )
-
6(25)
200,045
162,406
6(24)
159,301 (
8,662 )
6(24)
(
67 )
-
1,070,993
579,274
6(7)
12,906
78
(
1,295 )
-
27,002
-
262 (
12,500 )
10,325
3,821
(
112,620 )
114,215
882
3,031
2,422 (
1,456 )
(
511,497 ) (
73,497 )
(
75,805 ) (
10,866 )
35,635
7,020
(
566 )
613
(
20,373 ) (
23,339 )
42,156
8,592
(
323 )
-
(
82,649 )
7,370
-
1,626
(
23,196 )
18,601
(
2,937) (
7,012)
1,412,601
2,125,752
50,497
69,929
15,740
28,813
(
186,518 ) (
134,928 )
(
119,544) (
401,498)
1,172,776
1,688,068
  • 37 -

Taiwan Mask Corporation Parent Only Statements of Cash Flow January 1 to December 31 of 2024 and 2023

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
Disposal of investment under Equity Method
Acquisition of Property, Plants and Equipment
Disposal of Property, Plants and Equipment
Acquisition of Intangible Assets
Decrease (Increase) of 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
Issuance of corporate bonds
Repayment of corporate bonds
Distribution of cash dividends (including capital
surplus distribution cash)
Treasury stocks transfer to employees
Redemption of Lease Principal
(Decrease) Increase of Guarantee Deposits
Received
Transfer of unclaimed dividends as Additional
Paid-in Capital
Net Cash In-Flow (Out-Flow) from
Funding Activities
Net increase (decrease) in 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
December 31, 2024
January 1 to
December 31, 2023
( $ 237,300 ) ( $ 527,651 )
139,540
332,921
(
410,400 ) (
324,431 )
72
-
6(30)
(
1,654,873 ) (
2,732,591 )
242
-
(
5,678 ) (
27,996 )
3,870 (
1,431 )
(
2,164,527 ) (
3,281,179 )
6(31)
4,933,506
4,395,672
6(31)
(
3,607,011 ) (
4,370,623 )
6(31)
900,000
930,631
6(31)
(
915,555 ) (
855,368 )
6(31)
498,730
797,338
(
332,817 )
-
6(19)
(
373,491 ) (
622,462 )
6(17)
-
591,688
6(31)
(
30,689 ) (
33,119 )
6(31)
(
47 )
87
- (
151 )
1,072,626
833,693

80,875 (
759,418 )
451,993
1,211,411
$ 532,868$ 451,993

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

Chairman: Sean Chen Manager: Lidon Chen

Accounting Officer: Yu-Ming Fan

  • 38 -

==> picture [491 x 371] intentionally omitted <==

----- Start of picture text -----

[Attachment 6]
Taiwan Mask Corporation
2024 Deficit Compensation Statement
Unit: NTD
Items Amount
Undistributed earnings at the beginning of the period
1,054,126,486
Plus: Impact of convertible bond conversion on the
number of outstanding shares (14,562)
Adjusted undistributed earnings at the beginning of
the period 1,054,111,924
The remeasurement of the defined benefit plan
recognized in retained earnings 237,114
Adjusted undistributed earnings
1,054,349,038
Current loss
(472,520,911)
Undistributed earnings at the end of the period
581,828,127
----- End of picture text -----

[Attachment 6]

Chairman: Manager: Accounting Officer:

  • 39 -

[Attachment 7]

Taiwan Mask Corporation

Comparison of Amendments to the Articles of Incorporation

Amended Articles Current Articles Explanation
Article 6
The total capital of the Company is
set at NT$5 billion, divided into 500
million shares (including 20 million
shares of employee stock options),
all of which are common shares
with an amount of NT$10 per
share, of which the unissued
shares are authorized to be issued
by the Board of Directors in
installments.
The employees eligible to
subscribe for new shares issued by
the Company, the grantees of
restricted employee stock, the
transferees of repurchased shares
transferred to employees in
accordance with the law, and the
recipients of employee stock
options may include employees of
the Company’s controlling or
subordinate companies who meet
certain conditions.
Article 6
The total capital of the
Company is set at NT$5 billion,
divided into 500 million shares
(including 20 million shares of
employee stock options), all of
which are common shares with
an amount of NT$10 per share,
of which the unissued shares
are authorized to be issued by
the Board of Directors in
installments.
To legally add that the
subscribers/recipients
of new shares issued
by the Company may
include employees of
its controlling or
subordinate
companies.

certain conditions.
Article 15
The Company shall haveseven to
nine directors(including at least
three independent directors and not
less than one-third of the number of
directors), whose terms of office
shall be three years, and whose
election shall be made by the
candidate nomination system. The
Company may purchase liability
insurance for the Directors.
Article 15
The Company shall have seven
to nine directors (including at
least three independent
directors and not less than
one-fifth of the number of
directors), whose terms of office
shall be three years, and whose
election shall be made by the
candidate nomination system.
The Company may purchase
liability insurance for the
Directors byresolution of the
Amended in
accordance with
Article 4 of the
“Principles to be
Followed by Listed
Companies of the
Taiwan Stock
Exchange
Corporation in
Establishing and
Exercising the
Powers of the Board
of Directors”.
  • 40 -

Amended Articles

Explanation

Current Articles

Board of Directors.

Article 23

Article 23

Article 23 Article 23 To incorporate the The Company shall distribute The Company shall distribute no newly added employee remuneration equivalent less than 10% of the current provisions of to no less than 10% of the profit of year’s profit for employee Paragraph 6, Article the current year, of which no less remuneration and no more than 14 of the Securities than 10% of the total employee 2% of the current year’s profit and Exchange Act remuneration shall be allocated as for director remuneration. regarding the remuneration for junior employees; However, profits must first be allocation of and the Company shall distribute taken to offset against employee director remuneration equivalent to cumulative losses, if any. remuneration to no more than 2% of the profit of the junior employees, current year. However, profits must and to make minor first be taken to offset against textual revisions to cumulative losses, if any. include employees of Employee remuneration may be Employee remuneration, as controlling or distributed in the form of shares or mentioned above, can be paid subordinate cash, and the recipients of such in cash or in shares. Qualified companies as eligible shares or cash may include employees of subsidiaries are recipients of employees of the Company’s also included in the payment. employee controlling or subordinate remuneration. companies who meet certain conditions. Current year profit situation as Current year profit situation as mentioned in the first paragraph mentioned in the first paragraph refers to the profit which is the refers to the profit which is the current year’s pre-tax profit before current year’s pre-tax profit distribution of employee before distribution of employee remuneration and directors remuneration and directors remuneration. remuneration. The distribution of employee and The distribution of employee director remuneration shall be and director remuneration shall executed after the resolution be executed after the resolution approval at the Board meeting with approval at the Board meeting more than two-thirds of directors with more than two-thirds of attending and of more than half of directors attending and of more the attending directors agreed and than half of the attending passed the resolution, and directors agreed and passed the

  • 41 -

Current Articles

Amended Articles

Explanation

reported to the shareholders meeting.

resolution, and reported to the shareholders meeting.

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

  • 42 -
Amended Articles Current Articles Explanation
made on June 10, 2020. The 23rd
amendment was made on May 26,
2022. The 24th amendment was
made on May 24, 2023. The 25th
amendment was made on May 27,
2024.The 26th amendment was
made on May 28, 2025.
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. The 24th
amendment was made on May
24, 2023. The 25th amendment
was made on May27,2024.
  • 43 -

[Attachment 8]

Taiwan Mask Corporation

2025 Restricted Stock Awards Issuance Regulations

Article 1 Purpose

In order to recruit and retain key personnel, such as managers and employees with special contributions, and to encourage employees to fully achieve the Company's business goals, creating higher value for the Company and its shareholders, the Company has established the Regulations Governing Issuance of Restricted Stock Awards (hereinafter referred to as the "Regulations") in accordance with Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter referred to as the "Regulations on Offering and Issuance") published by the Financial Supervisory Commission.

Article 2 Issue Period

The Company may, within two years from the date of receipt of the notice of the competent authority, issue the awards in full or in part, as it deems it necessary. The actual date of issue and related matters shall be determined by the Board of Directors or the Chairperson authorized by the Board of Directors.

Article 3 Qualification Requirements and Number of Shares Granted to Employees

  • (I)The reward plan is applicable to the Company and its subsidiaries’ managers who are currently in office with certain achievements on the grant date and key personnel, such as employees with special contributions. The rewards are limited to (1) those who have significant influence on the Company's or its subsidiaries' operational decisions, or (2) key personnel who have made significant contributions to the Company or its subsidiaries.

  • (II) The number of shares granted to qualified employees will depend on the Company's business performance and their individual contributions, job levels, work performance, and other appropriate events for reference. Before the Chairperson approves and submits a list of candidates to the Board of Directors for approval, if a candidate is a manager, it shall be approved by the Remuneration Committee; if not, it shall be approved by the Audit Committee.

Article 4 Estimated Total Issuance Amount

It is estimated that no more than 5,000,000 shares of common stock will be issued at a par value of NT$10 per share. The actual number of shares issued will be subject to the final approval of the shareholders' meeting and the competent authority before presenting it to the Board of Directors for resolution.

Article 5 Restricted Stock Awards (RSAs) Issuance Conditions and Restrictions on Awards:

44

  • (I) Projected issue price: Free of charge. (Issue price per share: NT$0)

  • (II) Type of shares issued: Ordinary shares.

(III) Vesting conditions:

After an employee has been granted RSAs, they must meet the following conditions in order to be entitled to the vesting of the RSAs:

  1. On the end date of each vesting period, the employee is still employed.

  2. The employee does not violate any contract or work rules signed with the Company or its subsidiaries during the vesting period.

  3. The employee has achieved the personal performance indicators and the Company's business goals at the same time. The percentage for vesting shares in each year is: 50% one full year after issuance; 25% two full years; and 25% three full years. However, if an employee has reached the personal performance target but has not reached the operational target of the Company, the aforementioned vesting percentage may be deferred and accumulated to the vesting percentage of the next year, up to 100% after three years.

  4. Personal performance indicators: The evaluation rating in the most recent year before the end of the vesting period reaches VG (Very Good) or above.

  5. Company's business goals:

Performance
indicator
Weight Goals
Earnings per
share(EPS)
100% Higher than the average of the
Companyin thepast threeyears
  • (IV) In the event that an employee fails to meet the vesting conditions or an inheritance occurs, or when any of the following reasons occurs, the following procedures shall apply:

  • When an employee fails to meet the vesting conditions set forth in Paragraph (III) of this Article, the Company will repurchase their shares without consideration and cancel them.

  • Voluntary resignation, lay-off, discharge:

    • RSAs not yet vested are deemed not meeting the vesting conditions from the effective date of resignation. The Company will repurchase the shares without consideration and cancel them.
  • Unpaid leave:

    • The rights and obligations of RSAs not yet vested remain unaffected. However, the actual number of shares vested in each year shall be calculated based on the vesting conditions set forth in Paragraph (III) of this Article and the number of months of service of an employee has worked in the year before the vesting date. If an employee is on unpaid leave on the vesting date, it will be deemed that the vesting conditions have not been met and the Company will repurchase their shares without consideration and cancel them.

45

4. Retirement:

After an employee has retired, the rights and obligations of their unvested RSAs remain unaffected if they meet all the following conditions; if they violate any of the following conditions, their unvested RSAs will be deemed to have failed to meet the vesting conditions, and the Chairperson may approve exemptions for individual cases:

Having not engaged in any activities that compete with the Company or its subsidiaries, including but not limited to joining a competitor, providing any services that compete with the Company or its subsidiaries, establishing any company or business that involves providing processes or services related to the Company or its subsidiaries, or hiring, inducing, or attempting to induce any employee of the Company or its subsidiaries to engage in services that compete with the Company or its subsidiaries.

  • The actual number of retired employees’ shares vested in each year shall be based on the vesting conditions set forth in Paragraph (III) of this Article. The personal performance rating shall be regarded as "VG".

  • Any disability or death due to a general death or occupational accident that renders an employee unable to continue their duties:

The unvested RSAs shall be deemed vested immediately. If an employee passes away, their heir shall complete the necessary statutory procedures and provide relevant documents before applying to receive the shares to which they are entitled; if the employee is unable to continue their duties due to physical disability caused by an occupational accident, they shall still receive the RSAs they have vested.

  1. Transfer to another position:

  2. (1) When an employee requests to be transferred to a subsidiary, affiliate, or another company, their unvested RSAs shall be handled in accordance with the method specified in Subparagraph 2 "Voluntary resignation" of this paragraph.

  3. (2) When an employee is transferred to a subsidiary, affiliate, or another company by the Company or by any of its subsidiaries, their unvested RSAs shall not be affected by the transfer. However, the RSAs shall still be subject to the vesting conditions of Paragraph (III) of this Article, and on the vesting date, they shall continue to be in-service in the Company’s subsidiary, affiliate, or another company, or they shall be deemed not meeting the vesting conditions. The Company will repurchase their shares without consideration and cancel them. The Chairperson of the Company shall refer to the performance evaluation by the subsidiary, affiliate, or another Company to determine whether their performance evaluation has met the vesting conditions.

  4. 46 -

  5. If an employee declares in writing that they are willing to give up the RSAs granted, the Company will repurchase their shares without consideration and cancel them.

  6. After an employee has been granted RSAs, if there is any violation of any contract signed with the Company or its subsidiary, or the work rules of the Company or its subsidiary, the Company will repurchase their shares without consideration and cancel them.

  7. In case that an employee terminates or cancels the authorization for the trust/custodian account of the Company's RSAs, the Company will repurchase their shares without consideration and cancel them.

  8. (V) Restricted rights after RSAs are granted but before the vesting conditions are met:

  9. After RSAs are issued, they shall be immediately delivered to the trust/custodian institution. Before the vesting conditions are met, employees may not request the trustee to return RSAs for any reason or in any method.

  10. Employees may not sell, pledge, transfer, give, set, or otherwise dispose of the RSAs during the vesting period.

  11. Except for the aforementioned restrictions, other rights of RSAs granted to employees in accordance with the Regulations before they meet the vesting conditions, including but not limited to the right to receive dividends, bonuses, and capital surplus, and the right to subscribe for shares issued for cash capital increase, shall be the same as the ordinary shares issued by the Company. The relevant operations shall be executed in accordance with the trust/custody contract.

  12. Before an employee meets the vesting conditions, their attendance, proposal, speech, voting rights, and other matters related to shareholders' equity at the shareholders' meeting of the Company shall be entrusted to a trust/custodian institution to execute on behalf of the employee.

  13. During the vesting period, if the Company reduces capital in cash, reduces capital to make up for losses, or reduces capital not required by law, RSAs shall be canceled in proportion to the capital reduction. If the capital reduction is in cash, the cash returned shall be delivered to the trust/custodian institution and delivered to employees only after the vesting conditions are met; however, if the vesting conditions are not met, the Company will recover the cash.

  14. (VI) Other Agreed Matters:

During the trust/custody period for RSAs, the Company shall be authorized to represent employees to (including but not limited to) negotiate, sign, amend, extend, revoke, or terminate the trust/custody agreement with the trust/custodian institution, and provide instructions on the delivery, use, or disposal of the property held in trust/custody.

  • 47 -

Article 6: Contract Execution and Confidentiality

  • (I)Employees who are granted RSAs shall sign the "RSA Agreement" provided by the Company and complete the related trust/custody procedures. If the relevant documents are not signed in accordance with the regulations, it shall be deemed that the employee has waived the right to be granted RSAs.

  • (II) Any employee granted RSAs as per the Regulations shall comply with the Regulations and the "Consent to Receive RSAs". Violators shall be deemed to have failed to meet the vesting conditions. They shall also comply with relevant confidentiality regulations. Except as required by laws or competent authorities, they shall not inquire about or disclose the number and content of RSAs granted to others, nor inform others of the relevant content of this program and personal rights. In case of any violation, the Company is entitled to repurchase the unvested RSAs without consideration and cancel them.

Article 7 Taxation

The related taxes of the RSAs granted to the employees shall be governed by the laws of the Republic of China and the countries where the employees are located.

Article 8 Other Important Matters

  • (I)The Regulations shall be approved by two-thirds or more of the directors present at a Board meeting, attended by more than half of all directors, and shall be reported to the shareholders. After the Regulations are approved by resolution at the meeting, they shall be reported to the competent authority and take effect thereafter. If there is a need for amendment due to changes in laws and regulations, or the competent authority's review requirements, the Chairperson is authorized to amend the Regulations, and the shares may only be issued after the amendment is submitted to the Board of Directors for ratification.

  • (II) If there are any matters not covered in the Regulations, unless otherwise provided by law, the Board of Directors or its authorized persons shall be fully authorized to amend or implement them in accordance with applicable laws.

  • 48 -

[Attachment 9]

List of Appointed Directors Concurrently Holding Positions in Other Companies

Category Director Name of other company and position
held there
Description of main
businesses
Director Lidon
Chen
Chairman, YLTLink Technology
Corporation
Electronics
Components
Manufacturing
Director, Pilot Qiangxiang Co., Ltd. Batteries and energy
manufacturing
Independent
Director
Hui-Fen
Chan
Independent Director, iCatch
Technology, Inc.
IC design, components
manufacturing
Director, e-Ray Optoelectronics
Technology Co., Ltd.
Material development
and ODM service
Independent Director, Sirius Wireless
PTE. Ltd.
Silicon IP licensing and
design services
Chairman, Vision & Law Immigration
Co. Ltd.
International trade
Chairman, Vision & Law Management
Co., Ltd.
Management
consulting
  • 49 -