AI assistant
TMC — AGM Information 2025
Aug 19, 2025
52014_rns_2025-08-19_6bec9453-509d-4956-8f26-514d95dc5957.pdf
AGM Information
Open in viewerOpens in your device viewer
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
- 6 -
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.
- 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.
- 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:
-
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
-
customer certifications for 28nm photomasks. Furthermore, based on long-term
-
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.
-
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.
-
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.
- 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
- 17 -
[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 Receivables -Related PartiesOther Receivables Other Receivables -Related PartiesInventories Prepayments Other Current Assets Other Non-Current Assets Net Changes of Liabilities related to Operating Activities Contract Liabilities Notes Payable Accounts Payable 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 Receivables -Related PartiesOther Receivables Other Receivables -Related PartiesInventories 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:
-
On the end date of each vesting period, the employee is still employed.
-
The employee does not violate any contract or work rules signed with the Company or its subsidiaries during the vesting period.
-
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.
-
Personal performance indicators: The evaluation rating in the most recent year before the end of the vesting period reaches VG (Very Good) or above.
-
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.
-
Transfer to another position:
-
(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.
-
(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.
-
46 -
-
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.
-
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.
-
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.
-
(V) Restricted rights after RSAs are granted but before the vesting conditions are met:
-
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.
-
Employees may not sell, pledge, transfer, give, set, or otherwise dispose of the RSAs during the vesting period.
-
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.
-
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.
-
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.
-
(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 -