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TMC Annual Report 2023

Jun 12, 2024

52014_rns_2024-06-12_c810b56d-5e54-4d63-a8cb-0bc5ed8839d8.pdf

Annual Report

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Stock Code: 2338

Taiwan Mask Corporation

2023

Annual Report

Date of publication: March 31, 2024

Website of Market Observation Post System: http://mops.twse.com.tw Website to access the annual report of Taiwan Mask Corporation: https://www.tmcnet.com.tw/tw/Investors/AnnualReports

  • I. Spokesperson of the Company Name: Eve Yang Job title: Chief Financial Officer Telephone: (03) 563-4370 Email: [email protected]

Acting Spokesperson: Name: LC Lin Job title: Director, IT Department Telephone: (03) 563-4370 Email: [email protected]

  • II. Headquarters, branch office, factory address and telephone Headquarters: No. 11, Innovation Rd.1, Science-Based Industrial Park, Hsinchu Branch company: None Factory: No. 11, Innovation Rd.1, Science-Based Industrial Park, Hsinchu Telephone: (03) 563-4370 Fax: (03) 578-0752

  • III. Stock transfer agent

  • Name: Shareholder Services Department of Grand Fortune Securities Address: 6F., No. 6, Section 1, Zhongxiao West Road, Zhongzheng District, Taipei City Website: https://www.gfortune.com.tw/Static/ 股務代理部 /index.html Telephone: (02)2371-1658

  • IV. Certified Public Accountant (CPA) and firm for the latest financial report Name: Ya-Hui Cheng (CPA), Chien-Yu Liu (CPA) Accounting Firm: PricewaterhouseCoopers Taiwan Address: 27F, No. 333, Section 1, Keelung Road, Xinyi District, Taipei City Website: https://www.pwc.com.tw Telephone: (02) 2729-6666

  • V. Name of overseas exchange where securities are listed, and method of inquiry: Not applicable.

  • VI. Company’s website: http://www.tmcnet.com.tw

Taiwan Mask Corporation Annual Report Table of Contents

One. Report to Shareholders ............................................................................................................. 1
Two. Company Profile ....................................................................................................................... 4
Three. Corporate Governance Report ............................................................................................. 9
I. Organizational Structure ............................................................................................ 9
II. Information on Directors, General Manager, Vice General Managers .................... 11
III. Remuneration paid during the most recent fiscal year to directors of the board
(including independent directors), the general manager, and vice general managers
.................................................................................................................................. 18
IV. Implementation status of corporate governance ...................................................... 24
V. Information on professional fee of accountant......................................................... 71
VI. Information on change of accountants ..................................................................... 71
VII. Information on the chairman, general manager, manager in charge of financial or
accounting affairs of the Company who has worked in the accounting firm or an
affiliated company of the certified accountant for the past one year ....................... 71
VIII. Status of any equity transferred and changes in pledge of stock rights in recent
years and until the publication date of the annual report by directors, independent
directors, managers and shareholders with over 10% shares ................................... 72
IX. Top ten shareholders by shareholding proportion and information of relationships
among them .............................................................................................................. 74
X. Company, company’s directors, managers and businesses in direct or indirect
control by the company, their number of shares of the reinvested businesses, and the
consolidated calculation of the comprehensive shareholding ratio.......................... 74
Four. Financing Activities ................................................................................................................ 75
I. Capital and shares .................................................................................................... 75
II. Handling situation of corporate bonds ..................................................................... 82
III. Preferred shares ........................................................................................................ 85
IV. Overseas depositary receipts .................................................................................... 85
V. Employee stock warrants and employee new restricted shares ............................... 85
VI. Merger or acquisition, issue of new shares in connection with the acquisition of
shares of another company ....................................................................................... 85
VII. Financing plans and implementation ....................................................................... 85
Five. Overview of operations........................................................................................................... 86
I. Business Activities ................................................................................................... 86
II. Status of the market and production/sales ................................................................ 88
III. Employee information .............................................................................................. 93
IV. Expenditures on environmental protection .............................................................. 93
V. Labor relations information...................................................................................... 95
VI. Important contracts................................................................................................... 96
Six. Overview of Financial Status ................................................................................................... 97
I. Information on condensed balance sheets and statements of comprehensive income
for the past five fiscal years ..................................................................................... 97
II. Financial analysis for the most recent five fiscal years.......................................... 101
III. Audit Committee’s audit report of the Financial Statements for the most recent
fiscal year ............................................................................................................... 105
IV. Parent-only financial statements for the most recent fiscal year (2023) audited and
attested by certified public accountants ................................................................. 107
V. Consolidated financial statements for the most recent fiscal year (2023) audited and
attested by certified public accountants ................................................................. 107
VI. If the company or its affiliates have experienced financial difficulties in the most
recent fiscal year or during the current fiscal year up to the date of publication of
the annual report, the annual report shall explain how said difficulties will affect the
company's financial situation ................................................................................. 107
Seven. Review and Analysis of Financial Position and Financial Performance and Risks ..... 108
I. Financial position ................................................................................................... 108
II. Financial performance ............................................................................................ 109
III. Cash flow ............................................................................................................... 110
IV. Effects of major capital expenditures on finance and operation in the most recent
fiscal year ............................................................................................................... 110
V. The Company’s reinvestment policy for the most recent fiscal year, the main
reasons for the generated profits/losses, the plan for improving re-investment
profitability and investment plans for the coming year ......................................... 111
VI. Analysis and assessment of risks ........................................................................... 112
VII. Other important matters ......................................................................................... 115
Eight. Special Items to be Included .............................................................................................. 116
I. Information of affiliated companies ....................................................................... 116
II. Status of private placement of securities during the most recent fiscal year and up to
the date of publication of the annual report ........................................................... 122
III. Holding or disposal of shares in the Company by the Company’s subsidiaries
during the most recent fiscal year and up to the date of publication of the annual
report ...................................................................................................................... 122
IV. Other supplementary information .......................................................................... 122
  • V. Situations listed in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company’s securities, have occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed .......................................................................................................... 122

Attachment

  • Attachment 1. Standalone financial statement for the most recent fiscal year audited and attested by certified public accountants .............................................................. 1-100

  • Attachment 2. Consolidated financial statement for the most recent fiscal year audited and attested by certified public accountants ............................................................. 1~102

One. Report to Shareholders

To begin with, I would like to express my appreciation to all shareholders for their support. Under the impacts from continuous international turbulence (geopolitics, the Russia-Ukraine war, the IsraelPalestine conflict) and inflationary factors, governments around the world have to combat inflationary pressure and sluggish consumption after the lockdowns are lifted. The destocking speed of the global semiconductor and electronics industries is not as good as expected. Although there is the topic of AI applications, under the slowdown of demand for consumer products with a large proportion of semiconductors, the scale of the global semiconductor market declined in 2023. However, it is fortunate that the global semiconductor industry will return to growth in 2024 and a double-digit growth is expected. Overall, the difference between semiconductor process technologies and applications will result in a different end demand. In this regard, TMC has a sound positioning, prudently planned to build new capacity and new technologies to cope with the overall demand in a timely and appropriate manner. The Company continuously strengthen operational management efficiency, deepen customer relationship management and services, for constantly growing with strategic customers. Other than the core business of photomask growing and expanding the strategic positioning, the subsidiaries of the Group also focus on the development of their own core businesses, while expanding related businesses with synergies, recruiting key talents to join in the expansion of new businesses and implement the execution strategies, seeking to constantly create value for shareholders with a stable positioning.

The operating results of TMC for 2023 are summarized as follows:

Operation and Finance

In 2023, the consolidated revenue of TMC was NT$7.2 billion, down 7% from the previous year. However, we continue to upgrade technology, expand capacity, and improve quality. Through strengthening organizational functions and reforming management systems, we effectively shorten delivery time and improve customer satisfaction; we also have a robust deployment and increase highend photomask manufacturing services to expand our photomask OEM services with strategic partners, and deepen cooperation with strategic partners.

  1. 2023 consolidated revenue and net income, and the comparison with 2022:

Unit: NT$Thousand

Unit: NT$Thousand
General ledger account 2022 2023 Growth rate
Operatingincome 7,741,118 7,199,935 -7%
Net income(loss) 445,632 164,284 -63%
  1. Profitability analysis

Unit: NT$Thousand

General ledger account
Operatingincome
Net income(loss)
fitability analysis
2022
7,741,118
445,632
2023
7,199,935
164,284
Growth rate
-7%
-63%
Unit: NT$Thousand
Item 2022 2023 Growth rate
Grossprofit 2,098,625 1,836,369 -12%
Operating profit 1,248,276 748,631 -40%
Pre-taxprofit 673,713 445,800 -34%
Net income 445,632 164,284 -63%
Basic after-tax EPS 3.37 1.75 -48%

1

Technology research and development

Based on the customer demands in the market and technology progress, TMC expands the capacity of 65/55/40nm key production machines according to the market demand, deepens the manufacturing technology service capability, and passes the verifications of customers and introduces mass production one by one; it invested in the development of technologies and capacity of 28nm photomasks in 2023 to strengthen technology service capability.

Production and manufacturing service

In the establishment of real-time B2B, TMC provides more immediate, accurate and traceable information to FABs, to facilitate customers' convenient and real-time WIP management, assist customers in supplier management, and increase customer trust.

In addition, the Company builds new capacity in a timely manner to increase the production ability, and apply it to the needs of advanced photomasks, for optimizing orders, achieving a balance between production and sales, and maximizing profits. In the future, we will continue to make sound investments to deploy new production capacity position, continuously increases production value and efficiency as the feedback to shareholders. In addition, each subsidiary performs manufacturing and other related services according to its business nature, and continues to expand its operations and improve its quality and manufacturing service capabilities through effective management in order to strengthen its competitive edge in the market.

Summary of 2024 Business Plan

  1. The Company will continue to strengthen operations, deepen customer satisfaction and loyalty, continuously optimize quality and control costs through various CIP projects, and optimize orders to achieve balance between production and sales while increasing the Company’s profits.

  2. Continuously expanding the photomask business required for 40nm 12-inch wafer related technologies

  3. After the successful mass production of 65nm photomasks, in 2024, we will actively expand photomask manufacturing services for 12-inch wafer fabs, by adding the 55-90nm manufacturing services and introducing the mass production of 40nm photomask and plan investment in manufacturing technology and production services for 28nm photomasks.

  4. Integration and exertion of the Group’s synergies

  5. Under the foundation of photomask service, combining with its subsidiaries, including Miracle Tech’s foundry agency service, Aptos Tech’s flashing memory and testing service, Xsense Tech’s highpower heat dissipation substrate production, Innova Vision’s contact lens manufacturing, DIGITALCAN TECH’s focus on lamination of aerospace metals for defense and industrial purposes, Pilot’s all-round energy solutions of energy generation and energy storage provided, and Moment Semiconductor’s self-owned brand consumer electronic products, there are expectations to create more values for shareholders through the Group’s internal collaborations and the comprehensive resources management.

  6. Continuous implementation of sustainable development: Taiwan Mask adheres to the business philosophy of “respect for the sky, love for people, and protect the planet” and develops its business in the three major fields of semiconductor, green energy, and smart manufacturing. We pursue sustainable development with energy creation and

2

energy 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 invest in sustainability issues and implement sustainable development.

Future development strategies, impact of the competitive environment, regulatory environment, and the overall business environment

  1. Future development strategies

  2. The Company continues to heighten its operations capability and deepen its customer service for its core business of photomask. Due to the alignment technology requirements of integrated circuits, Optical Proximity Correction Mask (OPC) and PSM (Phase Shift Mask) are widely used in 8” and 12” foundries due to the alignment technology of ICs, and they vary with the equipment and technology of each foundry. These require close cooperation with the foundry to produce products and services required by customers.

  3. Therefore, it is our development strategy to establish and deepen good mutual cooperation with foundries, and become the cooperation partner of strategic customers, and to increase the proportion of related sales.

  4. Impact of the competitive environment, regulatory environment, and the overall business environment

  5. There is a close relationship between the development of the photomask industry and semiconductor industry. In recent years, the markets and applications of 5G and 6G, AI, IOT, automotive electronics, high-speed computing and energy-saving continue to grow, thus driving the prosperity of the semiconductor and related industries. The protectionism and geopolitics in many countries have brought about new business opportunities and growth, despite the impact and increased uncertainty. TMC increased its production capacity in a timely and appropriate manner, and steadily and progressively invested in new facilities to develop new technologies to assist customers and develop with them for mutual benefit.

Best wishes to all valued shareholders.

Chairperson: Sean Chen

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3

Two. Company Profile

I. Date of incorporation

October 21, 1988

II. Company History

April 1, 1988 Initiated by Industrial Technology Investment Corporation (ITIC), the Preparatory
Committee selected Mr. Chin-Tai Shih as the Chairperson and hired Mr. Parkson Chen
as Director of Preparatory Office.
May 4, 1988 Approved by the Science and Industrial Park for meeting the requirements as stipulated
in Article 3 on “Approval for investment and establishment within the Science and
Industrial Park” of the Industrial Park’s Establishment Management Regulations.
October 7, 1988 The organizers approved the Company Charter and elected directors and supervisors
during the meeting. The nine elected directors are Chung-Mou Chang, Chin-Tai Shih,
Ching-Chu Chang, Pao-Hsi Chang, Fan-Cheng Tseng, Hsien-Hsiung Huang, Chi-Lin
Chiang, Jui-Yu Kuo, Parkson Chen, and three elected supervisors are Min-Chan Chen,
K.J. Wu, and Mei-Li Tsai. The Board of Directors selected Mr. Chin-Tai Shih as
Chairperson and hired Mr. Parkson Chen as General Manager.
October 21, 1988 Acquired official company license.
March 4, 1989 Obtained approval from Hsinchu Science Park for a land of 0.96 hectares for use of
factory construction.
March 24, 1989 Obtained certificate of business registration approved by the Local Tax Bureau Hsinchu
City, and the first business invoice (Government Uniform Invoice) was issued on the
same day on March 31.
August 18, 1989 Chairperson Mr. Chin-Tai Shih resigned from the chairperson position and was
succeeded by Mr. Chi-Mo Wang.
September 18, 1989 Groundbreaking ceremony for the Company’s new factory site in Hsinchu Science Park.
November 1989 The Company purchased its second electron beam exposure system.
March 16, 1980 Approved by Securities and Futures Bureau (SFB) as a company with initial public
offering of stocks.
April 3, 1980 Joint meeting of directors and supervisors during the 1st Term 5th Meeting passed the
resolution for cash capital increase of NT$262,500,000 and collected in full on June 5 of
the same year.
April 2, 1991 Changing the company’s authorized capital stock to NT$500,000,000 due to long-term
development needs of the company was approved at the Shareholders’ Meeting.
July 22, 1991 The Company’s newly-built factory in Hsinchu Science Park was completed for use.
June 1992 Completed outsourced manufacturing of 4 M DRAM photomask by Electronics Institute
of Industrial Technology Research Institute (ITRI), proven the strength and ability of
submicron development in Taiwan.

4

August 24, 1992 Entered into a contract agreement with Japan’s ICA company to purchase CORE-2564
laser-beam mask/reticle lithography system made by ETEC company to meet the
requirements in industrial developments of integrated circuit for 16 M DRAM and 64 M
DRAM.
October 1993 ICS company of the United States came to Taiwan to present the Zero-Defect Quality
Award to the Company, in recognition of the Company’s speedy delivery of goods and
great quality with zero defects.
January 1994 Collaborated with Electronics Institute of Industrial Technology Research Institute
(ITRI) to co-develop finished photomask products for Liquid Crystal Display (LCD)
usage and to formally supply them to LCD manufacturers.
May 1994 The newly purchased CORE-2564 laser-beam mask/reticle lithography system arrived at
the factory. It was the newest model at that time with added computerized rapid
processing function and it allowed development of Phase Shift Mask.
November 21, 1994 The Company was approved by the 235th Meeting of the Marketable Securities Listing
Committee of the Taipei Stock Exchange Corporation (TWSE) and agreed for the
Company’s stock to be listed as Class II stocks. Officially listed on April 17, 1995.
February 13, 1995 -
March 14, 1995
The Company’s stocks were co-handled with the eleven securities underwriter of CTBC
Securities on matters of public sale prospectus prior to listing, the negotiated sale price
was NT$47 per share. All matters of the sale were completed on March 14, 1995, and on
March 27 of the same year submitted a declaration to TWSE for official listing on April
17.
May 13, 1995 The Company had purchased a large-size exposure machine which arrived at the factory
for set-up, becoming the first company in Taiwan to be able to provide large-size
photomasks needed by LCD.
June 6, 1995 The shareholders’ meeting approved increasing the authorized capital stock to
NT$700,000,000.
October 17, 1995 Purchased the third CORE2564 machine to the factory for set-up.
January 5, 1996 The Securities and Futures Bureau (SFB) approved the Company’s cash capital increase
of NT$85,437,500. The offering was completed on April 2, 1996.
June 1, 1996 The shareholders’ meeting approved increasing the authorized capital stock to
NT$1,000,000,000.
June 27, 1996 The Company purchased electron beam exposure system equipment produced by Japan’s
electro-optical company which arrived at the factory for set-up. The machine’s model is
JBX-7000MV which was designed especially for the production of 64M and 256M
DRAM. The Company had introduced a variable shaped beam exposure system for the
first time, along with the available equipment at that time, it brought the Company’s
production method at that time into a new era.
July 8, 1996 The Company signed a collaborative agreement with United Microelectronics

5

Corporation (UMC) for 0.35 micrometer (μm) photomask mass production. UMC to
purchase one 0.35 μm processing photomask exposure machine to be placed at the
Company in 1997. The Company was then responsible for management of the
production and manufacturing, supplying photomask to UMC’s 8-inch wafer factory.
August 2, 1996 The laser-beam mask/reticle lithography system made by U.S.A.’s ETEC company that
the Company purchased had arrived at the factory for installation. The system model was
ALTA-3000 which was considered as the newest precision equipment model at that time,
a model type designed specifically for 0.35 μm manufacturing for mass production and
0.25 μm manufacturing development. This machine system provided abundant support
and supply to the Company in supplying photomask to 8-inch integrated circuit factories.
November 9, 1996 Joint meeting of directors and supervisors during the 3rd Term 14th Meeting had
approved cash capital increase of NT$119,228,750, actual paid-in capital after capital
increase was NT$1,100,000,000.
May 21, 1997 The convening of the 1997 Shareholders’ Meeting had approved increasing the
authorized capital stock to NT$2,500,000,000, 4th Term Election of Directors and
Supervisors with Mr. Chi-Mo Wang’s reappointment as the 4th Term Chairperson.
July 23, 1997 Groundbreaking ceremony for the Company’s second factory, expected year of
completion was 1998.
May 21, 1998 The 1998 shareholders’ meeting approved increasing the authorized capital stock to
NT$2,700,000,000.
May 5, 1999 The 1999 shareholders’ meeting approved increasing the authorized capital stock to
NT$3,891,000,000.
April 2000 The laser-beam mask/reticle lithography system made by U.S.A.’s ETEC company that
the Company purchased was the ALTA-3500 model. It was a model type designed
specifically for 0.18 μm manufacturing for mass production and 0.15 μm manufacturing
development.
June 12, 2000 The 2000 shareholders’ meeting approved the merger with Hsintai Technology Company
Limited and increased the authorized capital stock to NT$4,500,000,000. Election of the
5th Term directors and supervisors took place during the meeting, with Mr. Shan-Ko Hsu
elected to chairperson.
December 1, 2000 Baseline date for merger of Hsintai Technology Company Limited.
April 24, 2001 The 2001 shareholders’ meeting approved increasing the authorized capital stock to
NT$5,200,000,000. By-election for the 5th Term directors and supervisors took place
due to resignation of one director and one supervisor from Wensheng Investment
Company and ITIC respectively. After the by-election, Biyou Electronics Industrial
Company and Tech Alliance Corp. took up positions of director and supervisor
respectively.
March 2002 The Company’s second factory had completed construction and was in usage.

6

June 3 2003 The 2003 shareholders’ meeting elected 6th Term directors and supervisors, Mr. Shan-
Ko Hsu was reappointed to 6th Term chairperson.
The 2003 shareholders’ meeting elected 6th Term directors and supervisors, Mr. Shan-
Ko Hsu was reappointed to 6th Term chairperson.
June 12, 2006 The 2006 shareholders’ meeting elected 7th Term directors and supervisors, Mr. Shan-
Ko Hsu was reappointed to 7th Term chairperson.
June 10, 2009 The 2009 shareholders’ meeting elected 8th Term directors and supervisors, Mr. Shan-
Ko Hsu was reappointed to 8th Term chairperson.
June 28, 2012 The 2012 shareholders’ meeting elected 9th Term directors and supervisors, Mr. Parkson
Chen was elected to 9th Term chairperson.
June 25, 2015 The 2015 shareholders’ meeting elected 10th Term directors, independent directors
and supervisors, Mr. Parkson Chen was elected to 10th Term chairperson.
June 23, 2017 The 2017 shareholders’ meeting elected 11th Term directors, independent directors
and supervisors, Mr. K.J. Wu was elected to 11th Term chairperson.
October 1, 2017 Baseline date for merger of Miracle Technology CO., LTD. (Miracle Tech).
August 9, 2018 The Board of Directors passed the resolution to acquire equity of Weida Hi-Tech
Company by cash.
May 3, 2019 Innova Vision INC. organized cash capital increase by issuance of new shares on May
3, 2020. The Group has not executed based on shares proportion. Therefore, the Group
has lost control of this company and Innova Vision INC. is not a subsidiary of the
Group now.
June 28, 2019 Aptos Technology INC. held elections for all directors. The Company’s subsidiary
Youe Chung Capital Corporation won more than half of the director seats obtaining
actual control of this company. It will then be included as a subsidiary of the Group
from this date onwards.
March 18, 2020 A special meeting of the shareholders was convened in 2020 for election of 12th Term
directors. Mr. Michael Tsai was elected as a 12th Term chairperson.
April 10, 2020
May 15, 2020
June 2, 2020
Weida Hi-Tech Company issued new stocks for cash capital increase separately on
April 10, 2020 and May 15, 2020. The Group did not keep up with the subscription for
shareholding, which caused the shareholding to drop to 36.7%. Weida Hi-Tech
Company then held an extraordinary general meeting of shareholders on June 2, 2020
to elect new directors. The Company won one seat of director and lost the control of
the Weida.
November 4, 2020 The board approved of the appointment of Mr. Sean Chen as the Company's chairman
of the 12th term.
December 16, 2020 Innova Visison held an extraordinary general meeting of shareholders on December
16, 2020 to elect new directors. The Company’s subsidiary Youe Chung Capital
Corporation won all of the director seats, obtaining substantial control of this
company. It will then be included as a subsidiary of the Group from this date onwards.
June 2021 Established the Taiwan Mask Charity Foundation.

7

July 2021 The issuance of the 3rd series domestic unsecured convertible bonds for NT$1.8
billion was approved.
September 2022
October 2022
December 2022
December 2022
March 2023
May 2023
August 2023
October 2023
December 2023
Approved the issue of 2022 1st series secured corporate bonds for NT$500 million.
Introduced verification of 40nm photomask manufacturing process.
Constructed the laser welding R&D center and network with steel structure industry
leaders to drive industry transformation.
Approved the issue of 2022 2nd series secured corporate bonds for NT$500 million.
The Landscape and Ecological Garden of TMC Zhunan Factory was completed to
create a sustainable environment.
The 2023 shareholders’ meeting elected the 13th Board of Directors, and Mr. Sean
Chen was elected as the 13th Chairman.
Approved the issue of 2023 1st series secured corporate bonds for NT$500 million.
On the 35th anniversary of the establishment of TMC, the Group’s family day was
expanded.
Approved the issue of 2023 2nd series secured corporate bonds for NT$500 million.

8

Three. Corporate Governance Report

I. Organizational Structure

(I) Organizational Structure

==> picture [786 x 341] intentionally omitted <==

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

Board of Directors
Auditing Office
Chairman
Chief Executive Officer
Chief Financial
Officer (Note)
General Manager
Operations Operations Sales Finance
organization II organization I organization organization
Group China Group
Hsinchu Information Operating Steel New Environmental Advanced
Science Technology and Special Resources Structure Construction Construction Safety Equipment R&D
Park Plant Division Projects Project Division Division and Division #2
Division Division Factory
department Assurance Quality Department Technology R&D Department Factory Affairs Business unit development department Business Management department Production department Finance Accounting department Investment and legal affairs department Resources Human department Purchasing Engineering department Industrial
----- End of picture text -----

Note: The position of Chief Financial Officer is mainly responsible for integrating the financial resources of the Group, and the financial officers or departments established for each firm in the Group (including the Company) are still responsible for handling the financial matters of each firm, and presenting them at different levels according to the approval authority set by each firm. Finally, the CFO summarizes related implementation and reports to the CEO.

9

(II) Business operations of main departments

Main departments Main duties of each department Main departments Main duties of each department
Auditing Office Audit the internal control operations, assess the soundness and effectiveness of
internal controls and the accuracy of financial and accounting information.
Production
Management
department
Production schedule, import-export, storage and
transportation business, testing and certification of
photomask.
Group
Environmental
Safety Construction
Division

Management of labor occupational safety and health.
Group Operating
Resources and
Special Projects
Division
Monitor and control project execution progress, process
quality, cost utilization and project target discrepancies, and
make continuous improvements.
Factory Affairs
Department
Controls electricity, air-conditioning and clean room and is responsible for the
shift scheduling, meter reading and agents reserves of various system equipment,
and is capable of understanding and handling the system issues in a timely
manner.
Perform primary and secondary maintenance and inspection of system
equipment, environmental management system and occupational safety and
health-related works, contracting of secondary distribution, buildings and project
construction and the related supervision, trial run and acceptance. Analyze and
understand the system equipment and improve the operating conditions and the
emergencyresponses to various incidents.
Advanced
Equipment R&D
Division #2
Development of automation equipment.
Hsinchu Science
Park Plant
Production management of photomask. Inspection and repair of photomask
manufactured, control and management of production cost, production efficiency
improvement, manufacturing equipment maintenance and handle process
exceptions.
China Steel
Structure Project
Division
High-energy laser welding, steel structure production
automation integration, steel structure smart manufacturing
system.
Information
Technology
Division
CAD technology development, engineering computer software development,
maintenance and computer management, maintenance. Coding development,
supporting customers information correction and service, providing MIS
information.
New Construction
Division

Execute planning, evaluation, design, budgeting, schedule
estimation, contracting supervision, and operation system
establishment of plant systems in accordance with the
objectives of the Group'splant expansion andprojectplans.
Technology R&D
Department
R&D of advanced manufacturing technology of photomasks. Assessment,
development and incorporation of advanced photomask machine and materials,
customer new product certification and introduction, discussion of customer
technical issues.
Industrial
Engineering
department
Work standardization, simplifying, process analysis and
optimization, investment analysis, cost analysis.
Quality Assurance
department
Formulating product specification, quality guarantee planning, customer service. Purchasing
department
Material, machines and general purchase business.
Sales organization Product sales, market research and development. Finance
organization
Financial scheduling, fund management, collection,
production and analysis of accounting information,
shareholder services related business, group investment
management and legal affairs.
Human Resources
department
Human resources and salary, recruiting, administration, education and training
andgeneral affairs(management of employee cafeteria, gym and coffee shop).

10

II. Information on Directors, General Manager, Vice General Managers

(I) Information on presdent and vice presidents

March 31, 2024

Job title Nationality Name Gender Date elected/
appointed
Shareholding Shareholding Shares held by spouse,
underage dependents
Shares held by spouse,
underage dependents
Shares held
o
in the names of
thers
Main career (academic) backgrounds Concurrent Position in Other
Companies
Managers who are Spouse or Blood
Relatives Within the Second
Degree
Managers who are Spouse or Blood
Relatives Within the Second
Degree
Managers who are Spouse or Blood
Relatives Within the Second
Degree
Note
Number of
shares
Shareholding
percentage
Number of
shares
Shareholding
percentage
Number of
shares
Shareholding
percentage
Job title Name Relationship
Chief
Executive
Officer
Republic of
China
K.J. Wu Male January 15,
2020
5,796 0.00% 5,075,523 1.98% - - MBA, University of Maryland, United
States of America;
Director, Finance Office, ITRI
Chairman,Taiwan Mask Corporation
Chairperson, Taiwan Mask
Charity Foundation
- - - -
General
Manager
Republic of
China
Lidon
Chen
Male January 15,
2020
3,750,000 1.46% 0 0.00% - - Master’s, Department of Atmospheric
Sciences, National Central
University
General Manager of Xintec Inc.
General Manager of DelSolar Co.,
Ltd.
Chairperson, Xsense
Technology Corporation
Director of Digital-Can Tech.
Co., Ltd.
Director, Aptos Technology
INC.
Director of Weida Hi-Tech
Co., Ltd.
Director of Moment
Semiconductor, Inc.
Director, Pilot Qiangxiang
Co.,Ltd.
- - - -
Chief
Financial
Officer
Republic of
China
Eve Yang Female March 17, 2020 1,953,000 0.76% 0 0.00% - - MBA, University of North Alabama,
USA
Vice President of Finance, FOCI Fiber
Optic Communications, Inc.
Chairperson, Youe Chung
Capital Corporation
Director of Digital-Can Tech.
Co., Ltd.
Supervisor, Xsense
TechnologyCorporation
- - - -
Chief
Operating
Officer
Republic of
China
Nester
Huang
Male February 20,
2020
1,656,000 0.65% 0 0.00% - - Bachelor degree, Department of
Applied Physics, Tunghai University
Director of Manufacturing (Back-end
processes), Micron Technology, Inc.
General Manager, JCET Group Co.,
Ltd.
Chairman of Digital-Can
Tech. Co., Ltd.
Director, Aptos Technology
INC.
- - - -
Vice General
Manager of
Operations
Republic of
China
Che-Pin
Tseng
Male November 15,
2021
293,000 0.11% 2,000 0.00% - - Bachelor degree, Department of
Applied Physics, Chung Yuan
Christian University
Vice President of Operations, Episil
Holding Inc.
Vice President of Operations, Toppan
Chunghwa Electronics, Co., Ltd.
Taiwan Branch
- - - - -
Vice
President
Republic of
China
Chaucer
Chung
Male August 4, 2023 300,000 0.12% 0 0.00% - - Department of Physics, Fu Jen
Catholic University - Master's
Degree
Manager of PIE/MQR Dept., TSMC
Chief of Operations Division, Japan
Factory,Hon Hai Precision
- - - -

Note: There are no situations where the aforementioned personnel are the same person as the Chairperson, or is a spouse or first-degree relative of the Chairperson.

11

(II) Profile of directors and independent directors

March 31, 2024

Job title Nationality
or Place of
Registration

Name
Gender
and
Age
Date
elected/
appointed

Term
Date first
elected
Shareholding when
elected
Shareholding when
elected
Current shareholding Current shareholding Shares held by spouse
and underage children
Shares held by spouse
and underage children
Shares
name
held in the
s of others
Main career (academic) backgrounds
Concurrent duties in the Company
and in other companies
Spouse or relatives of second
degree or closer acting as
directors, supervisors, or
department heads
Spouse or relatives of second
degree or closer acting as
directors, supervisors, or
department heads
Spouse or relatives of second
degree or closer acting as
directors, supervisors, or
department heads
Note
Number of
shares
Shareholding
percentage

Number of
shares
Shareholding
percentage

Number
of
shares

Shareholding
percentage

Number
of
shares

Shareholding
percentage
Job title Name Relationship
Chairman Republic of
China
Sean Chen Male
57
May
24, 2024
3
Years

March 18,
2020

2,000,000
0.78% 2,000.000 0.78% 794,000
0.31%
- - Director, Tachun Venture Capital Co.,
Ltd.
Chairperson,Antario Corporation
Chief Executive Officer, xFuture Ltd.
GLMS Group (NTT Com Asia
Partner)
Executive Vice President
Director of Business Unit,
AVerMedia Technologies, Inc.
CEO and Co-founder, Goosean
Media Inc.
Assistant Vice President, Sales
Consultation, Oracle Corporation
Asia Pacific, Greater China region
Manager, Application Software
Development Group, Oracle
Corporation USA Headquarter
IT Manager, Taiwan Semiconductor
ManufacturingCompanyLimited
Chairman, Taiwan Mask
Corporation
Chief Executive Officer, USA’s N2
Connectivity Inc
Chairman, Jaas data inc.
Director, Xsense Technology
Corporation
Director, BKS Tec Corp.
.
Director Republic of
China
Lidon Chen Male
60
May 24,
2024
3
Years

March
18, 2020
2.750.000 1.07% 3,750,000
1.46%

-
- - - Master’s, Department of Atmospheric
Sciences, National Central University
General Manager of Xintec Inc.
General Manager of DelSolar Co.,
Ltd.


Director and President of Taiwan
Mask Corporation
Chairperson, Xsense Technology
Corporation
Director of Digital-Can Tech. Co.,
Ltd.
Director, Aptos Technology INC.
Director of Weida Hi-Tech Co.,
Ltd.
Director of Moment
Semiconductor, Inc.
Director,PilotQiangxiangCo.,Ltd.
Director Republic of
China
Chao-Yi Wu Female
41
May 24,
2024
3
Years

March
18, 2020
9,907,000
3.86%
10,298,000
4.02%
668,000
0.26%

-
- Master’s degree, Cornell University,
USA
Manufacturing and Engineering
Department, Wintec Industries Inc.
Management Department, Sinyi
Realty Inc., Japan
Account Manager, Browave
Corporation
President, Browave Corporation
Japan
Chairperson, Taiwan Mask
Corporation
President, Browave Corporation
Japan
Director, Browave Corporation
Chairman, Ontario Capital Co.,
Ltd.
Chief
Executive
Officer

K.J.
Wu
Father and
daughter
Director Republic of
China
Youe Chung
Capital
Corporation
Method
Person
(s)

May 24,
2024
3
Years

May 24,
2024
36,731,440 14.32% 35,831,440
13.97%

-
- - -
Representative:
Ming-Chung
Chang

Male
62
May 24,
2024
3
Years

May 24,
2024
0 0% 0
0%

-
- - - EMBA from National Central
University
Senior Vice President, Delta
Electronics Co., Ltd.
Director, Delta Electronics Co., Ltd.
Director, Delta Electronics
Foundation
-

Note: 1. There are no situations where the aforementioned personnel hold concurrent positions as the chairperson and president or equivalent position (manager as the highest level), or is a spouse or first-degree relative of the Chairperson.

12

Job title Nationality or
Place of
Registration
Name Gender
and
Age
Date
elected/
appointed
Term Date first
elected

Shareholding when
elected

Shareholding when
elected
Current shareholding Shares held by spouse
and underage children
Shares held by spouse
and underage children
Shares he
o
ld in the names
f others
Main career (academic)
backgrounds
Concurrent duties in the
Company and in other
companies
Spouse or relatives of
second degree or closer
acting as directors,
supervisors, or department
heads
Spouse or relatives of
second degree or closer
acting as directors,
supervisors, or department
heads
Spouse or relatives of
second degree or closer
acting as directors,
supervisors, or department
heads
Note
Number
of shares
Shareholding
percentage
Number
of shares
Shareholding
percentage
Number
of shares
Shareholding
percentage
Number
of shares
Shareholding
percentage
Job
title
Name Relationship
Independent
Director
Republic of
China
Wei-
Chen
Wang
Male
66
May 24,
2024
3
Years
July 5,
2021
- - - - - - - - Department of Accounting,
National Chengchi University
CPA, PwC Taiwan
Independent director,
Taiwan Mask Corporation
Independent director,
ENNOSTAR Inc.
Independent director,
FEATURE INTEGRATION
TECHNOLOGY INC.
Independent director, Etron
Technology
CPA, Zhicheng Hexing CPA
Firm
- - - -
Independent
Director
Republic of
China
Huan-
Kuei
Cheng
Male
69
May 24,
2024
3
Years
July 5,
2021
6,051 0.00% 6,051 0.00% - - - - Master of Business
Administration, Saginaw
Valley State University,
Michigan, USA
Director, National Chung-Shan
Institute of Science and
Technology
Director, Browave Corporation
Supervisor, National Chung-
Shan Institute of Science and
Technology
Assistant Professor, Institute of
Accounting, Soochow
University
Independent director,
Taiwan Mask Corporation
Director, National Chung-
Shan Institute of Science
and Technology
- - - -
Independent
Director
Republic of
China
Hui-Fen
Chan
Female
55
May 24,
2024
3
Years
May 26,
2022
7,000 0.00% 0 0.00% - - - - Master of Law, Boston
University
Bachelor of Law, National
Taiwan University
Taiwan Attorney and New
York State Attorney
Qualification
Chief Legal Officer, Altek
Corporation
Head of Legal Affairs,
Siliconware Precision
Partner Attorney, H. L.
Partners
Attorney,Lee and Li
Independent director,
Taiwan Mask Corporation
Independent director, ITEQ
CORPORATION,
Independent director,
Chipmos Technologies Inc.
Independent Director,
Formosa I Wind Power Co.,
Ltd. (Note 2)
Chairman of Keep
Enlightment Management
Consulting Co., Ltd.
Chairman, KEEP
ENLIGHTMENT
MARKETING CORP.
- - - -

Note:

  1. There are no situations where the aforementioned personnel hold concurrent positions as the chairperson and general manager or equivalent position (manager as the highest level), or is a spouse or firstdegree relative of the Chairperson.

  2. Formosa I Wind Power Co., Ltd. is not a public company.

(III) Major shareholders of corporate shareholders

March 31, 2024

March 31,2024
Name of Corporate Shareholders Majoritycorporate shareholders
Youe Chung Capital Corporation Taiwan Mask Corporation (100%)

13

(IV) Main shareholders of majority corporate shareholders

March 31, 2024

March 31,2024
Name of Legal Person Majoritycorporate shareholders
Taiwan Mask Corporation Youe Chung Capital Corporation (13.78%); Chao-Yi Wu (4.02%); TAIWAN MASK CORP. (2.91%); Huei-Chen Wu-
Lai (1.98%); Powerchip Investment Holding Corporation (1.61%) ), Lidon Chen (1.46%), Mei-Hui Li (0.89%),
Vanguard Starlight Advanced Aggregate International Equity Index under the custody of Chase (0.82%), Sean Chen
(0.78%), Dedicated account with CTBC Bank Trust Investment entrusted byTaiwan Life Insurance(II) (0.78%)
  • (V) Disclosure of professional qualifications of directors and independence of independent directors
March 31, 2024
Criteria
Name
Professional qualifications and experience Independence
(Note 1)
Concurrently serving as an
independent director in other
publiclylisted companies
Sean Chen 1. Have more than 20 years of work experience in the area of
commerce or otherwise necessary for the business of the
Company.
2. Experience in technology industry.
3. Currently the Chairman of Taiwan Mask Corporation.
4. Not been a person of any conditions specified in Article 30 of
the CompanyAct.
Not applicable None
Lidon Chen 1. Have more than 20 years of work experience in the area of
commerce or otherwise necessary for the business of the
Company.
2. Experience in semiconductor and photovoltaic industry.
3. Currently the President and a director of Taiwan Mask
Corporation.
4. Not been a person of any conditions specified in Article 30 of
the CompanyAct.
Not applicable None
Chao-Yi Wu 1. Have more than 10 years of work experience in the area of
commerce or otherwise necessary for the business of the
Company.
2. Experience in technology and real estate industry.
3. Currently a director of Taiwan Mask Corporation and Taiwan
Mask Charity Foundation.
4. Not been aperson of anyconditions specified in Article 30 of
Not applicable None

14

Criteria
Name
Professional qualifications and experience Independence
(Note 1)
Concurrently serving as an
independent director in other
publiclylisted companies
the CompanyAct.
Youe Chung Capital
Corporation
Representative: Ming-
Chung Chang
1. Have more than 20 years of work experience in the area of
commerce or otherwise necessary for the business of the
Company.
2. Experience in technology industry.
3. Not been a person of any conditions specified in Article 30 of
the CompanyAct.
Not applicable None
Wei-Chen Wang 1. More than 20 years of accounting and auditing experience.
2. CPA, PwC Taiwan
3. Not been a person of any conditions specified in Article 30 of
the CompanyAct.
Conformed 3
Huan-Kuei Cheng 1. More than 20 years of auditing and corporate governance
experience.
2. Had worked as a university professor.
3. Currently a director of National Chung-Shan Institute of
Science and Technology and an independent director of Taiwan
Mask Corporation.
4. Not been a person of any conditions specified in Article 30 of
the CompanyAct.
Conformed 0
Hui-Fen Chan 1. More than 20 years of legal affairs and commerce experience.
2. Taiwan Attorney and New York State Attorney Qualifications.
3. Current an independent director of Taiwan Mask Corporation
and other publicly traded companies.
4. Not been a person of any conditions specified in Article 30 of
the CompanyAct.
Conformed 2

15

  • (VI) Diversity and Independence of the Board of Directors

1. Diversity of the Board of Directors

The “Corporate Governance Best Practice Principles” defined that the composition of the board should be diverse. In addition to limiting those who hold concurrent positions to no more than 1/3 of the total board seats, and that there should be at least two seat of female directors, the diversity policy should be formulated based on the Company's operations, business activities and growth, and should include, but is not limited to the standards of the following two aspects:

  • (1) Background and value: Gender, age, etc. (2) Professional background and skills and industry experience.

The Board’s diversity policy, specific management objectives, and the status of achievement:

Diversity policyand management objective Achievement
There should be at least three independent directors,
accountingno less than 1/5 of the board seats.
Achieved
The number of directors taking concurrent positions as the
Company's managers shall not exceed 1/3 of the board seats.
Achieved
At least two seats of female directors. Achieved
Diversification ofprofessional capabilities Achieved

In 2023, the implementation of the diversity policy for board members of the Company (including professional abilities, independence, and gender diversity) is as follows:

(1) Achievement of diversification of professional abilities

Core abilities Accounting An

Business

Business
Crisis Knowledge
Decision-
and financial international
Leadership
judgment
management
management
of the

making
Name analysis market ability
ability ability ability industry ability
ability perspective
Sean Chen Excellent Good Excellent Excellent Excellent Excellent Excellent Excellent
Lidon Chen Excellent Good Excellent Excellent Excellent Excellent Excellent Excellent
Chao-Yi Wu Excellent Excellent Excellent Excellent Good Excellent Excellent Excellent
Ming-ChungChang Excellent Good Excellent Excellent Excellent Excellent Excellent Excellent
Wei-Chen Wang Excellent Excellent Excellent Excellent Good Good Excellent Excellent
Huan-Kuei Cheng Excellent Excellent Excellent Excellent Good Good Excellent Excellent
Hui-Fen Chan Excellent Good Excellent Excellent Good Good Excellent Excellent

16

(2) Implementation of independence and gender diversity

The Company’'s 13th Board of Directors consists of seven directors with a gender distribution: five (71%) of which were male directors and two (29%) female directors; in terms of independence, three are independent directors, accounting for 43% of the total number of seats on the Board; all three independent directors are newly elected. The term of office is one term only.

2. Independence of the Board of Directors

The Company has three independent directors, who have more than one-third of the board seats, all of whom are professionals with rich professional and industrial experience. Independent director Wei-Chen Wang is a CPA and has more than 20 years of practical experience in the industry, accounting, finance and auditing. Independent director Huan-Kuei Cheng was a director and supervisor of the National Chung-Shan Institute of Science and Technology and taught at a university; he also has rich experience in business, accounting, auditing, corporate governance and industry. Independent director Hui-Fen Chan is a practicing attorney in Taiwan and New York State of the US, and has worked in the semiconductor industry; she also has extensive business, legal and industry experience. All three independent directors are in compliance with Articles 2, 3 and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, meeting the qualification requirements of specialization, work experience, independence and number of firms concurrently served as an independent director, and are not in the circumstances specified in Paragraph 3 and 4, Article 26-3 of the Securities and Exchange Act.

17

III. Remuneration paid during the most recent fiscal year to directors of the board (including independent directors), the general manager, and vice general managers

(I) Remuneration for directors (including independent directors)

Unit: NT$ Thousand

Job title Name Director compensation Director compensation Director compensation Director compensation Proportion of Total
Remuneration (A + B
+ C + D) out of Net
Income (Note 10)
Proportion of Total
Remuneration (A + B
+ C + D) out of Net
Income (Note 10)
Compensation received Compensation received as employee as employee as employee Total Compensation
(A+B+C+D+E+F+G)
as a % of the Net
Income(Note 10)
Total Compensation
(A+B+C+D+E+F+G)
as a % of the Net
Income(Note 10)
Related profit
sharing from
earnings from
investees other
than the
subsidiaries or
the parent
company
(Note 11)
Compensation (A)
(Note 2)
Pension (B) Director remuneration
(C)(Note 3)
Fees for services
rendered
(D)(Note 4)
Base Compensation,
Bonuses, and
Allowances (E) (Note
5)
Severance Pay and
Pensions (F)
Employee remuneratio
(Note 6)
n (G)
The
Company

All
companies
included in
the financial
statements
(Note 7)

The
Company

All
companies
included in
the financial
statements
(Note 7)

The
Company

All
companies
included in
the financial
statements
(Note 7)

The
Company

All
companies
included in
the financial
statements
(Note 7)

The
Company

All
companies
included in
the financial
statements
(Note 7)

The
Company

All
companies
included in
the financial
statements
(Note 7)

The
Company

All
companies
included in
the financial
statements
(Note 7)
The Company From
Conso
Entities
All
lidated
(Note 7)
The
Company

All
companies
included in
the financial
statements
(Note 7)

Cash
Stock Cash Stock
Chairman Sean Chen 0
0 0 0 8,976 8,976 140 140 2.49 2.49 4,060 4,060 0 0 2,000 0 2,000 2,000 4.15 4.15 None
Director Lidon Chen
Director Chao-Yi Wu
Director Representatives,
Youe Chung Capital
Corporation:
Ming-ChungChang
Independent
Director
Wei-Chen Wang 4,320 4,320 0 0 3,024 3,024 105 105 2.04 2.04 0 0 0 0 0 0 0 0 2.04 2.04 None
Independent
Director
Huan-Kuei Cheng
Independent
Director
Hui-Fen Chan

Note :

  1. The policy, system, standards and structure of remuneration payments to independent directors, and describe the relations between the responsibility, risk, time committed to the organization and other factors and the amount of remuneration to them.

  2. (1) Director remuneration payment policy:

    • According to Article 23 of the Articles of Incorporation, the Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit for director remuneration. However, profits must first be taken to offset against cumulative losses, if any. Employee remuneration, as mentioned above, can be paid in cash or in shares. Qualified employees of subsidiaries are also included in the payment. Current year profit situation as mentioned in the preceding paragraph refers to the profit which is the current year’s pre-tax profit before distribution of employee remuneration and director and supervisor remuneration. The distribution of employee and director remuneration shall be executed after the resolution approval at the Board meeting with more than two-thirds of directors attending and of more than half of the attending directors agreed and passed the resolution, and reported to the shareholders meeting.
  3. (2) The remuneration standards and packages, the procedure for determining remuneration and its linkage to the Company’s operating performance and future risks: The remuneration of the Company’s directors shall be determined by the Board of Directors, as authorized by the Articles of Incorporation, with reference to the extent of each director’s participation in the Company’s operations and his or her contribution, and with reference to the usual level of domestic and foreign industry payment standards. If the Company is profitable, the board (including the Remuneration Committee) shall decide the amount of remuneration for directors in accordance with the Articles of Incorporation. Independent directors are ex-officio members of the Audit Committee. Considering their duties, risks and time commitment, they are paid reasonable remuneration in addition to the director remuneration they receive. According to the Company Charter, the Company shall distribute not more than 2% of the current year’s profit situation for director remuneration. The proportion distributed by the Company is reasonable, in accordance to the Charter.

  4. In addition to the disclosure shown in the above table, the remuneration received by the directors for their service provided to all companies listed in the financial reports in the most recent fiscal year: None.

  5. The Company’s 13th board of directors was elected at the regular shareholders’ meeting on May 24, 2023. The directors elected were: Sean Chen, Lidon Chen, Chao-Yi Wu, Youe Chung Capital Corporation (Representative: Ming-Chung Chang), Independent Director Wei-Chen Wang, Independent Director Huan-Kuei Cheng and Independent Director Hui-Fen Chan.

18

(II) Remuneration range of directors (including independent directors)

Range of compensation paid to the
Company’s directors
Name of director Name of director Name of director Name of director
Sum of first 4 compensations(A+B+C+D) Sum of first 7 compensations(A + B + C + D + E + F + G)
The Company (Note 8) From All Consolidated Entities(Note 9)H
The Company (Note 8)
From All Consolidated Entities(Note 9)I
Below NT$1,000,000
NT$1,000,000 ~ NT$1,999,999 Representatives, Youe Chung Capital
Corporation:
Ming-ChungChang
Representatives, Youe Chung Capital
Corporation:
Ming-ChungChang
Representatives, Youe Chung Capital
Corporation:
Ming-ChungChang
Representatives, Youe Chung Capital
Corporation:
Ming-ChungChang
NT$2,000,000 ~ NT$3,499,999 Sean Chen, Chao-Yi Wu, Huan-Kuei Cheng
Wei-Chen Wang, Hui-Fen Chan
Sean Chen, Chao-Yi Wu, Huan-Kuei
Cheng
Wei-Chen Wang,Hui-Fen Chan
Sean Chen, Chao-Yi Wu, Huan-Kuei Cheng
Wei-Chen Wang, Hui-Fen Chan
Sean Chen, Chao-Yi Wu, Huan-Kuei Cheng
Wei-Chen Wang, Hui-Fen Chan
NT$3,500,000 ~ NT$4,999,999
NT$5,000,000 ~ NT$9,999,999 Lidon Chen Lidon Chen Lidon Chen Lidon Chen
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
NT$100,000,000 and above
Total 7people 7people 7people 7people
Total 7people 7people 7people 7people
  • Note 1: The names of directors should be separately listed (legal person shareholder should list the name of the legal person and the representative separately), and the payment to each director and independent director should be summarized and disclosed.

  • Note 2: Refers to the remuneration of directors in the most recent year (including the salary, differential pay for the job, severance pay, various rewards, bonuses and others).

  • Note 3: Fill in the remuneration amount allocated to directors approved by the board meeting in the most recent year.

  • Note 4: Refers to the related business implementation expenses of directors in the most recent years (including transportation, special disbursement, various allowance, housing, cars and other tangibles). In the case of provision of housing, cars and other forms of transportation or personal expenditure, disclose the nature and cost of the assets provided and the rent, gasoline and other payments paid at the actual or the fair market price. If a driver is assigned to the executive, please note the Company's payment to the driver, which is not included in the remuneration here.

  • Note 5: Refers to the salary, differential pay for the job, severance pay, various rewards, bonuses, transportation, special disbursement, various allowances, housing, cars and other tangibles for the directors taking concurrent positions as employees (including as the general manager, assistant general manager, other department managers or employees). In the case of provision of housing, cars and other forms of transportation or personal expenditure, disclose the nature and cost of the assets provided and the rent, gasoline and other payments paid at the actual or the fair market price. If a driver is assigned to the executive, please note the Company’s payment to the driver, which is not included in the remuneration here. The salary expenses recognized in accordance with IFRS2 Share-based Payment, including obtaining employee stock options, restricted stock awards, participation in new share issuance through cash capital increase, should be included in the remuneration.

  • Note 6: Refers to those directors taking concurrent positions as employees (including as the general manager, assistant general manager, other department managers or employees) and receiving employee compensation (including stocks and cash) in the most recent year, of whom the allocated employee compensation approved by the board shall be disclosed. If the amount cannot be estimated, calculate the amount for this year based on the actual allocated amount last year.

  • Note 7: The total amount of remunerations paid to directors of the Company by all companies (including the Company) shall be disclosed in the consolidated report.

  • Note 8: The total amount of various types of remunerations paid by the Company to each director and disclose the names in the specified range grades.

  • Note 9: The total amount of various types of remunerations paid by all companies (including the Company) in the consolidated report to each director should be disclosed. Disclose the names of directors in the specified range grades.

  • Note 10: The net income after tax refers to the number in the standalone financial report.

  • Note 11: a. This field should state the amount of remuneration paid to directors from non-consolidated affiliates or parent companies.

  • b. If a director of the Company receives a remuneration from non-consolidated affiliates or the parent company, the amount shall be included in Field I of the appropriate range grade, and the field name should be changed to “Parent company and all non-consolidated affiliates”.

  • c. Remunerations refer to remuneration, compensation (including employee, director and supervisor compensation) and allowance for business operations received by the directors of the Company who serve as directors, supervisors or managing executives of the other non-consolidated affiliates that are not subsidiaries or the parent company.

  • *The remunerations disclosed here in this Table are different from the incomes defined by the Income Tax Act. This Table is for the purpose of information disclosure and not for tax matters.

19

(III) Remuneration for President and Vice Presidents

Unit: NT$ Thousand

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Resignation
Pension (B)
Resignation
Pension (B)
Bonuses and Allowances
(C)(Note 3)
Bonuses and Allowances
(C)(Note 3)
Employee remuneration (D)
(Note 4)
Employee remuneration (D)
(Note 4)
Employee remuneration (D)
(Note 4)
Employee remuneration (D)
(Note 4)
Proportion (%) of Total
Remuneration (A + B + C + D)
out of Net Income(Note 8)
Proportion (%) of Total
Remuneration (A + B + C + D)
out of Net Income(Note 8)
Whether receive
remuneration from non-
consolidated affiliates
or the parent company
(Note 9)
The
Company

From All
Consolidated
Entities
(Note 5)
The
Company

From All
Consolidated
Entities
(Note 5)
The
Company

From All
Consolidated
Entities (Note 5)
The Company From All Consolidated
Entities(Note 5)
The
Company
From All
Consolidated
Entities (Note 5)

Cash
Stock Cash Stock
Chief
Executive
Officer
K.J. Wu (Note 1) 12,628 12,628 0 0 6,085 6,085 6,672 0 6,672 0 6.93 6.93 None
General
Manager
Lidon Chen
Chief
Operating
Officer
Nester Huang
Chief
Financial
Officer
Eve Yang
VicePresident Po-Wen Hsiao
VicePresident Che-Pin Tseng
VicePresident ChaucerChung

Note 1: No remuneration was paid to the Chief Executive Officer, K.J. Wu

(IV) Range of remuneration to President and Vice Presidents

Range of remuneration to the Company’s President and
Vice Presidents
Names of President and vicepresidents Names of President and vicepresidents
The Company (Note 6) From All Consolidated Entities
(Note 7)E
Below NT$1,000,000 K.J. Wu(Note),Po-Wen Hsiao K.J. Wu(Note),Po-Wen Hsiao
NT$1,000,000 ~ NT$1,999,999
NT$2,000,000 ~ NT$3,499,999 Chaucer Chung Chaucer Chung
NT$3,500,000 ~ NT$4,999,999 Che-Pin Tseng Che-Pin Tseng
NT$5,000,000 ~ NT$9,999,999 Lidon Chen, Eve Yang, Nester
Huang
Lidon Chen, Eve Yang, Nester
Huang
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
NT$100,000,000 and above
Total 7people 7people

Note: No remuneration was paid to the Chief Executive Officer, K.J. Wu.

Note 1: The names of general manager and assistant general managers should be separately listed and summarized to disclose the payment for each person. Note 2: Refers to the salary, differential pay for the job and severance of general manager and assistant general managers in the most recent year.

Note 3: Refers to the various rewards, bonuses, transportation, special disbursement, various allowances, housing, cars and other tangibles and other remunerations of general manager and assistant general managers in the most recent year. In the case of provision of housing, cars and other forms of transportation or personal expenditure, disclose the nature and cost of the assets provided and the rent, gasoline and other payments paid at the actual or the fair market price. If a driver is assigned to the executive, please note the Company's payment to the driver, which is not included in the remuneration here. The salary expenses recognized in accordance with IFRS2 Share-based Payment, including obtaining employee stock options, restricted stock awards, participation in new share issuance through cash capital increase, should be

20

included in the remuneration.

  • Note 4: Refers to the employee remuneration (including stocks and cash), approved by the board, to be allocated to the general manager and assistant general managers in the most recent year. If the amount cannot be estimated, calculate the amount for this year based on the actual allocated amount last year.

  • Note 5: The total amount of remunerations paid to the general manager and assistant general managers of the Company by all companies (including the Company) shall be disclosed in the consolidated report.

  • Note 6: The total amount of various types of remunerations paid by the Company to the president and each vice president and disclose the names in the specified pay grades. The amount disclosed in the table is the actual payment for 2022.

  • Note 7: The total amount of various types of remunerations paid by all companies (including the Company) in the consolidated report to each one of general managers and assistant general managers should be disclosed. Disclose their names in the specified range grades.

  • Note 8: The net income after tax refers to the number in the standalone financial report.

  • Note 9: a. This field should clearly state the amount of remuneration paid to general managers and assistant general managers from non-consolidated affiliates or parent company.

  • b. If the general manager or assistant general managers of the Company receive remuneration from a non-consolidated affiliates or the parent company, the amount shall be included in Field E of the appropriate grade range, and the field name should be changed to “The parent company and all non-consolidated affiliates.”

  • c. Remunerations refer to remuneration, compensation (including employee, director and supervisor compensation) and allowance for business operations received by the general manager and assistant general managers of the Company who serve as directors, supervisors or managing executives of the other non-consolidated affiliates that are not subsidiaries or the parent company.

  • The remunerations disclosed here in this Table are different from the incomes defined by the Income Tax Act. This Table is for the purpose of information disclosure and not for tax matters.

21

(V) Remuneration for management level - Top five

(V)Remun eration f or management leve l - Topfive Unit: NT$ Thousand
Job title Name Salary (A)
(Note 2)
Pension (B) Bonuses and
Allowances
(C) (Note 3)
Employee remuneration (D)
(Note 4)
Proportion (%) of Total
Remuneration (A + B + C
+ D) out of Net Income
(Note 6)
Whether receive
remuneration
from non-
consolidated
affiliates or the
parent company
(Note 7)
The
Company
The
Company’s
financial
reports
(Note 5)
The
Company
The
Company’s
financial
reports
(Note 5)
The
Company
The
Company’s
financial
reports
(Note 5)
The Company All companies in the
Company’s financial
reports
(Note 5)
The
Company
Tthe
Company’s
Company’s
financial
reports
Cash Stock Cash Stock
General
Manager
Lidon Chen
12,497
12,497 0 0 5,995 5,995 6,672 0 6,672 0 6.87 6.87 None
Chief
Operating
Officer
Nester
Huang
Chief
Financial
Officer
Eve Yang
Vice
President
Chaucer
Chung
Vice
President
Che-Pin
Tseng
  • Note 1: The “Five highest paid executives” refer to the Company’s managers. Please refer to Tai-Cai-Zheng-San-Zi No. 0920001301 document published by the Securities and Futures Bureau, Financial Supervisory Commission on March 27, 2003 on the standards which define the scope of roles of managers. As for the calculation of the five highest amount in remuneration, it is the total of salary, retirement pensions, bonuses and allowances and employees' remuneration (that is, A + B + C + D) recorded on the consolidated financial reports received by the Company's managers, which are then ranked to show the managers who have the five highest figure in remuneration.

  • Note 2: Refers to the salary, differential pay for the job and severance of five highest paid managers in the most recent year.

  • Note 3: Refers to the various rewards, bonuses, transportation, special disbursement, various allowances, housing, cars and other tangibles and other remunerations of the five highest paid managers in the most recent year. In the case of provision of housing, cars and other forms of transportation or personal expenditure, disclose the nature and cost of the assets provided and the rent, gasoline and other payments paid at the actual or the fair market price. If a driver is assigned to the executive, please note the Company's payment to the driver, which is not included in the remuneration here. The salary expenses recognized in accordance with IFRS 2 Share-based Payment, including obtaining employee stock options, restricted stock awards, participation in new share issuance through cash capital increase, should be included in the remuneration.

  • Note 4: Refers to the employee remuneration (including stocks and cash), approved by the board, to be allocated to the five highest paid managers in the most recent year. If the amount cannot be estimated, calculate the amount for this year based on the actual allocated amount last year and then fill out Table 1-3.

  • Note 5: The total amount of remunerations paid to the five highest paid managers of the Company by all companies (including the Company) shall be disclosed in the consolidated report.

  • Note 6: The net income after tax refers to the number in the standalone and individual financial reports.

  • Note 7: a. This field should clearly state the amount of remuneration paid to the five highest paid managers from non-consolidated affiliates or the parent company. (Please fill in “None,” if there is none).

  • b. Remunerations refer to remuneration, compensation (including employee, director and supervisor compensation) and allowance for business operations received by the five highest paid managers of the Company who serve as directors, supervisors or managing executives of the other non-consolidated affiliates that are not subsidiaries or the parent company.

  • The remunerations disclosed here in this Table are different from the incomes defined by the Income Tax Act. This Table is for the purpose of information disclosure and not for tax matters.

22

(VI) Names of managers who are assigned employee compensation and the assignment

(VI) Names of managers who are assigned employee compensation and the assignment of managers who are assigned employee compensation and the assignment of managers who are assigned employee compensation and the assignment of managers who are assigned employee compensation and the assignment of managers who are assigned employee compensation and the assignment of managers who are assigned employee compensation and the assignment
As of March 31,2024 Unit: NT$Thousand
Job title(Note 1) Name(Note 1) Stock Cash Total Total as apercentage of net income(%)
Managerial
Officer
General Manager LidonChen - 6,672 6.672 1.82
Chief Operating
Officer
Nester Huang
Chief Financial
Officer
Eve Yang
Vice President Chaucer Chung
Vice President Che-Pin Tseng

Note 1: Names and titles can be disclosed separately and the profit distribution can be summarized in an aggregate amount.

  • Note 2: Refers to the employee remuneration (including stocks and cash), approved by the board, to be allocated to the executive managers in the most recent year. If the amount cannot be estimated, calculate the amount for this year based on the actual allocated amount last year. The net income after tax refers to the number in the standalone financial report.

  • Note 3: The applicability for managers is based on Document No. 0920001301 of Tai-Cai-Zheng-San-Zi No. announced by the Financial Supervisory Commission on March 27, 2003. (1) General manager and the equivalent position levels (2) Assistant general manager and the equivalent position levels (3) Department directors and the equivalent position levels (4) Head of the Finance Department (5) Head of the Accounting Department (6) Other people who manage matters for and sign on behalf of the Company.

Note 4: For the directors, general manager and assistant general managers who receive employee remuneration (including stocks and cash), this Table will be filled out.

  • (VII) Analysis of the total remuneration paid, as a percentage of net income in the standalone financial report, to the Company’s board directors, the general manager and assistant general managers during the most recent two years by the Company and all companies included in parent company only statements

Unit: NT$ Thousand; %

Unit: NT$ Thousand; % Unit: NT$ Thousand; %
Items
Year

Total compensation for directors
Total compensation for President and vice
presidents
Total compensation Total amount as % of net income of the
Company and on the consolidated
financial statements
The
Company
All companies included in
consolidated statements
The Company All companies included in
consolidated statements
The Company All companies included in
consolidated statements
The Company All companies included in
consolidated statements
2022 18,230 18,230 39,774 39,774 58,004 58,004 8.24 8.24
2023 16,320 16,320 19,381 19,381 35,701 35,701 9.75 9.75

The remuneration policies, standards and packages, the procedure for determining remuneration and its linkage to the Company's operating performance and future risks:

  1. The director remuneration is determined in accordance with the Articles of Incorporation, and is no more than 2% of the profit of the year. The Remuneration Committee deliberates on the amount, which is then submitted to the board for resolution.

  2. The appointment, remuneration, and dismissal of the president and vice presidents are subject to the Company’s regulations, and remuneration is paid according to their contribution, performance, duties and service tenure. The Remuneration Committee deliberates on the standard of remuneration for the president and vice presidents, which is then submitted to the board for resolution.

  3. The Company’s main principle for remuneration is to connect duties and performance results, and provide remuneration relatively competitive to attract and retain talents.

23

IV. Implementation status of corporate governance

(I) Operation of the Board of Directors

The Board of Directors met seven times in 2023 and the attendance of directors was as follows:

Job Title Name Actual
Attendance
in Person (B)
7

Number of
proxy
attendants
0

Actual
Attendance
in Person
(%), (B/A)
Note
Chairman Sean Chen 100
Director Fushuo Investment
Co., Ltd.
Representative:
Martin Chu
3 3 100 Dismissed after full re-election on May 24,
2023; three attendance required.
Director Lidon Chen 7 7 100
Director Chao-Yi Wu 7 7 100
Director Youe Chung Capital
Corporation
Representative: Ming-
ChungChang
4 4 100 Took office after full re-election on May
24, 2023; four attendance required.
Independent
Director
Wei-Chen Wang 7 7 100
Independent
Director
Huan-Kuei Cheng 7 7 100
Independent
Director
Hui-Fen Chan 7 7 100
Other matters that shall be recorded:
I.
If the Board of Directors operations encounter any of the following situations, it shall state clearly the Board meeting
date, term, proposal content, all of the independent directors’ opinion, and the Company’s handling of the opinion of
the independent director:
1. Matters listed in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit
Committee, and Article 14-3 of the Securities and Exchange Act does not apply. For the explanation on the matters
listed in Article 15-5 of the Securities and Exchange Act, please refer to the information on the operation of the
Audit Committee in this year's annual report. (p. 21)
2. Other BOD resolutions to which objections or qualified opinions for the record or in writing are expressed by
independent directors: None.
II.
For the recusal of directors due to conflicts of interest, please describe the name of the director, the proposal content,
the reason for recusal and theparticipation in voting:
Board
Meeting
Date
Name of
director
Content of proposal
Reasons for recusal
Participation in
voting
March 3,
2023
Director
Lidon
Chen
Appointment of directors
and president of
subsidiaries.
The legal representative of Youe
Chung Capital Corporation, serves
as the director of Moment
Semiconductor,Inc.
Did not
participate in
discussion and
voting
April 14,
2023
Director
Lidon
Chen
Proposal to transfer the
Company’s treasury shares
to employees.
Director, Lidon Chen, recused due
to conflicts of interest.
Did not
participate in
discussion and
voting
August 4,
2023
Director
Lidon
Chen
Deliberating 2022
distribution of employee
remuneration for
managerial officers and
director remuneration.
Director, Lidon Chen, recused due
to conflicts of interest.
Did not
participate in
discussion and
voting
November
8, 2023
Director
Lidon
Chen
Proposal to participate in
the capital increase by
cash in the subsidiary,
Pilot Battery Co.,Ltd.
Director, Lidon Chen, recused
himself from the discussion as he
served as a director of Pilot.
Did not
participate in
discussion and
voting
November
8, 2023
Director,
Chao-Yi
Wu
Proposal to participate in
the capital increase by
cash in the subsidiary,
Pilot BatteryCo.,Ltd.
Director, Chao-Yi Wu recused
himself recused himself from the
discussion as he served as a major
shareholder and director of Pilot.
Did not
participate in
discussion and
voting

24

  • III. Self-assessment by the Board of Directors, its evaluation cycle, scope of assessment, method, and assessment contents: 1. Evaluation cycle and period:

    • The Company shall hold the Board of Directors performance evaluation at least once a year, current year performance evaluation shall be carried out at the end of the year as the evaluation cycle based on the evaluation procedures and indicator. Assessment results shall be reported to the Board of Directors in the 1st quarter of the following year.
  • Scope and method of assessment: The scope of the Company’s Board of Directors’ performance evaluation includes performance evaluation for overall Board of Directors, functional committees (including Audit Committee and Remuneration Committee) and individual board members. Methods can be internal self-assessment by the board, selfevaluation by board members or other appropriate methods to conduct performance evaluation.

  • Evaluation contents:

    • (1) Board performance evaluation: Includes the level of participation in the operation of the Company, improvement of the quality of the board of directors' decision making, composition and structure of the board of directors, election and continuing education of the directors and internal control.

    • (2) Individual board member performance evaluation: Includes the alignment of the goals and missions of the Company, awareness of the duties of a director, level of participation in the operation of the Company, management of internal relationship and communication, the director's professionalism and continuing education and internal control.

  • IV. Targets and implementation status evaluation of strengthening the functional competence of the Board of Directors in current year and the most recent fiscal year:

  • The Company has formulated the “Rules of Procedure for Board of Directors Meetings” in accordance with Paragraph 8, Article 26-3 of the Securities and Exchange Act for compliance.

  • The Company has established an remuneration committee on December 28, 2011, which determines and regularly reviews the remuneration to directors and managerial officers, and regularly reviews the policies, systems, standards and structure of performance appraisal and salary remuneration of directors and managerial officers.

  • The Company has established its Audit Committee on June 23, 2017, which performs its duties specified in the Securities and Exchange Act, the Company Act and other laws and regulations.

  • In order to put corporate governance into practice and strengthen board functions, the Company formulated the Board and Functional Committee Performance Appraisal Measures on May 6, 2020. The internal board performance appraisal is conducted (subject to the appraisal procedures and indicators) at least once a year, and once every three years by external independent specialized institution or teams of external experts and scholars, and the results are reported to the board in the first quarter of the next year. The results of the 2023 self-evaluation of the board and functional committees are “Excellent”, and there are no improvements needed. The results have been reported to the board meeting on March 6, 2024.

(II) Implementation of 2023 Board of Directors’ performance evaluation

Evaluation
cycle
Assessment
duration
Scope of
assessment

Assessment
methods
Assessment contents Assessment result
Conduct
once a year
January 1,
2023 -
December 31,
2023

Board of
Directors
as a whole
Internal self-
evaluation
of the Board
of Directors

Board performance evaluation: Includes the
level of participation in the operation of the
Company, improvement of the quality of the
board of directors' decision making,
composition and structure of the board of
directors, election and continuing education of
the directors and internal control.

Self-evaluation by the board: An
average score of 4.82, the result is
considered excellent, in line with
the corporate governance
requirements.
January 1,
2023 -
December 31,
2023

Each
individual
director
Self-
evaluation
of directors
Individual board member performance
evaluation: Includes the alignment of the
goals and missions of the Company,
awareness of the duties of a director, level of
participation in the operation of the Company,
management of internal relationship and
communication, the director's professionalism
and continuingeducation and internal control.
Self-evaluation by the board
members (self- or peer-evaluation):
An average score of 4.87, the result
is considered excellent, in line with
the corporate governance
requirements.
January 1,
2023 -
December 31,
2023

Each
functional
committee
Self-
evaluation
of
committee
member
Functional committee performance appraisal:
The participation in the operation of the
Company, awareness of the duties of the
functional committee, improvement of quality
of decisions made by the functional
committee, makeup of the functional
committee and election of its members and
internal control.
1. Self-evaluation of the Audit
Committee: An average of 5.
2. Self-evaluation of Remuneration
Committee: An average of 4.99.
The results are considered excellent,
in line with corporate governance
requirements.

25

(III) Operations of the Audit Committee

The 2nd and 3rd Audit Committee held meetings six times (A) in 2023, and the attendance of independent directors is shown as follows:

Job Title Name Attendance in
person
(B)
Attendance by
proxy
Times
Percentage of actual
attendance (%)
(B/A)

Note
Independent
Director
Wei-Chen
Wang
6 0 100
Independent
Director
Huan-Kuei
Cheng
6 0 100
Independent
Director
Hui-Fen Chan
6
0 100
Other matters that shall be recorded:
I.
If the Audit Committee operations encounter any of the following situations, it shall state clearly the Audit
Committee meeting date, term, proposal content, resolution results of the Audit Committee meeting, and the
Company’s handling of the opinion of the Audit Committee:
1. Items listed in Article 14-5 of the Securities and Exchange Act:
Meeting
Date
Content of proposal
Any objection,
expression of
reservations or
significant
recommendations
by independent
directors
Results of the
Audit
Committee’s
resolution
Company’s
response to the
Audit
Committee’s
opinions
16th meeting of
the 2nd Audit
Committee
March 4, 2023
(1) 2022 business report and financial statements.
(2) Proposed to not continue the issue of common
shares by private placement approved by the
1st extraordinary general meeting in 2022.
(3) Proposed to Issue common shares by private
placement.
(4) Amendment to provisions of the Articles of
Incorporation.
(5) The Company’s 2022 Internal Control System
Validity Evaluation and Declaration of Internal
Control System.
(6) Endorsements/guarantees for subsidiary
Miracle Technology CO., LTD.
(7) Appointment and remuneration of CPAs in
2023.
None
Unanimous vote
by all attending
committee
members to
approve the
proposal after the
chairperson
consulted with
the members.
Not applicable
The 17th meeting
of the 2nd term
April 14,2023
Proposal to transfer the Company’s treasury
shares to employees.
The 18th meeting
of the 2nd term
May5,2023
The Company’s Q1 2023 financial report.
The 13th meeting
of the 2nd term
August 4,2023
The Company’s Q2 2023 financial report.
The 14th meeting
of the 2nd term
November 8,2023
The Company’s Q3 2022 financial report.
2. Besides the abovementioned items, resolutions that are passed by more than two-thirds of all of the directors
but not passed by the Audit Committee: None.
II.
For the recusal of independent directors due to conflicts of interests, please describe the name of the independent
director, the proposal content, the reason for recusal and the participation in voting: There have been no
occurrences of situations for the recusal of independent directors due to conflicts of interests, therefore, not
applicable.
III. Communications situations among independent directors, internal audit officer and accountant (including
communications on the company finance and business situation, the major events, method and results):
1. Important highlights of the communications between independent directors and internal audit officer
Date
Important highlights of the communications
March 4, 2023
(1)Aggregated report on 2022 Audit items and deficiencytrackingimprovement status
(2) 2022 Internal Control System Validity Evaluation and Declaration of Internal Control
System.
Meeting
Date
Content of proposal Any objection,
expression of
reservations or
significant
recommendations
by independent
directors
Results of the
Audit
Committee’s
resolution
Company’s
response to the
Audit
Committee’s
opinions
16th meeting of
the 2nd Audit
Committee
March 4, 2023
(1) 2022 business report and financial statements.
(2) Proposed to not continue the issue of common
shares by private placement approved by the
1st extraordinary general meeting in 2022.
(3) Proposed to Issue common shares by private
placement.
(4) Amendment to provisions of the Articles of
Incorporation.
(5) The Company’s 2022 Internal Control System
Validity Evaluation and Declaration of Internal
Control System.
(6) Endorsements/guarantees for subsidiary
Miracle Technology CO., LTD.
(7) Appointment and remuneration of CPAs in
2023.


None
Unanimous vote
by all attending
committee
members to
approve the
proposal after the
chairperson
consulted with
the members.
Not applicable
The 17th meeting
of the 2nd term
April 14,2023
Proposal to transfer the Company’s treasury
shares to employees.
The 18th meeting
of the 2nd term
May5,2023
The Company’s Q1 2023 financial report.
The 13th meeting
of the 2nd term
August 4,2023
The Company’s Q2 2023 financial report.
The 14th meeting
of the 2nd term
November 8,2023
The Company’s Q3 2022 financial report.

26

May 5, 2023 (1) Aggregated report on Q1 2023 Audit items and deficiency tracking improvement
status
(2)Report on the integration of auditor manpower of theGroup.
August 4,
2023
(1) Aggregated report on Q2 2023 Audit items and deficiency tracking improvement
status
November 8,
2023
(1) Aggregated report on Q3 2023 Audit items and deficiency tracking improvement
status
(2)Report on the Group’s audit implementation.
(3) 2024 Audit Plan.
The Company’s internal audit officer communicates the auditor’s report results with the audit committee,
and reports to the audit committee at the quarterly meetings. If special circumstances arise, the internal
audit officer will report to the audit committee immediately. There are no occurrences of special
circumstances in the year of 2022. Communications between the Company’s Audit Committee and the
Internal audit officer have been well.
2. Important highlights of the communications between independent directors and accountant Important highlights of the communications between independent directors and accountant
Date Important highlights of the communications
March 4, 2023
The CPAs expressed opinions of the review results for the Company’s 2022
Consolidated/Standalone Financial Statements, and discussed them with the independent
directors.
May 5, 2023 The accountant expressed opinions of the review results for the Company’s Q1 2023
Consolidated Financial Statements,and discussed them with the independent directors.
August 4,
2023
The accountant expressed opinions of the review results for the Company’s Q2 2023
Consolidated Financial Statements,and discussed them with the independent directors.
November 8,
2023
The CPAs expressed opinions of the review results for the Company’s Q3 2023
Consolidated Financial Statements,and discussed them with the independent directors.
The Company’s certified public accountants (CPA) will report the audit or review results of the current
quarter’s financial statement during the audit committee’s quarterly meetings, and other communications
items of requirements by related laws and regulations. If special circumstances arise, the CPA will report
to the audit committee immediately. There are no occurrences of the abovementioned special
circumstances for the year of 2023. Communications between the Company’s Audit Committee and CPA
have been well.

27

(IV) Composition, job duties of Remuneration Committee and implementation status:

1. Information of the members of the Remuneration Committee

Identity Criteria
Name
Having more than 5 years’ work experience and
professionalqualifications listed below
Having more than 5 years’ work experience and
professionalqualifications listed below
Having more than 5 years’ work experience and
professionalqualifications listed below
Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Compliance of independence (Note) Number of
listed
companies
that the
members of
the
Remuneration
Committee
concurrently
serve in

Note

Lecturer (or
above) of
commerce,
law and
finance,
accounting,
or any subject
relevant to
the
company’s
operations in
a public or
private
tertiary
institution
Judge, prosecutor,
lawyer,
accountant, or
holder of national
exam or
professional
qualification
relevant to the
company’s
operations
Commercial,
legal, financial,
accounting or
other work
experiences
required to
perform the
Company’s
operations

1
2 3 4 5 6 7 8 9 10
Independent
Director
Wei-Chen
Wang
-
Independent
Director
Huan-Kuei
Cheng
-
Independent
Director
Hui-Fen Chan -
Others Chi-Jen Chou 1
Note: A “” is placed in the box if the members met the following conditions during active duty and two years prior to the date elected.
(1) Not employed by the Company or any of its affiliated companies.
(2) Not a director or supervisor of the company or any of its affiliates (The same does not apply, however, in cases where the person is an independent
director of the company, its parent company, a subsidiary or a related company under the same parent company, as appointed in accordance with these
regulations or with the laws of the country of the parent company or subsidiary.)
(3) Does not hold more than 1% of the Company’s outstanding shares in their own names or under the name of spouse, underage children, or proxy
shareholder; nor is a top-10 natural-person shareholder of the Company.
(4) Not a spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship, of any of the above persons listed in
Subparagraph (2) and (3) or of the manager listed in (1).
(5) Not directly owning 5% or more of the Company's total issued shares or one of the top five shareholders in terms of the number of shares owned, and not
a director, supervisor or employee of a corporate shareholder who is designated as the Company’s director or supervisor in accordance with Paragraph 1
or 2, Article 27 of the Company Act (The same does not apply, however, in cases where the person is an independent director of the company, its parent
company, a subsidiary or a related company under the same parent company, as appointed in accordance with this regulations or with the laws of the
country of the parent company or subsidiary.)
(6) Not a director, supervisor or employee of another company or institution in which the majority of board seats or voting rights are controlled by the same
person in the Company (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, a
subsidiary or a related company under the same parent company, as appointed in accordance with these regulations or with the laws of the country of the
parent company or subsidiary.)
(7) Not a director, supervisor or employee of another company or institution, who is also the chairperson, general manager or equivalent position, or a spouse
of these personnel, of the Company (The same does not apply, however, in cases where the person is an independent director of the company, its parent
company, a subsidiary or a related company under the same parent company, as appointed in accordance with these regulations or with the laws of the
country of the parent company or subsidiary.)
(8) A director, supervisor, manager or a shareholder with over 5% ownership of a company or institution which does not have financial or business dealings
with the Company (The same does not apply, however, in cases where the specified company or institution holds 20% or more and no more than 50% of
the total number of issued shares of the Company, and the person is an independent director of the Company, its parent company, a subsidiary or a related
company under the same parent company, as appointed in accordance with this regulations or with the laws of the country of the parent company or
subsidiary.)
(9) Not a professional individual or an owner, partner, director, supervisor or officer of a sole proprietorship, partnership, company or institution that, provides
auditing or commercial, legal, financial, accounting services, which receive less than NT$500,000 in accumulated remuneration over the most recent two
years, to the company or to any affiliate of the company or a spouse thereof. This excludes roles as Remuneration Committee, Public Acquisition Review
Committee or M&A Special Committee member appointed in accordance with the Securities and Exchange Act or Business Mergers and Acquisitions Act.
(10) Does not meet any of the conditions stated in Article 30 of The Company Act.

28

2. Information on the operational status of the Remuneration Committee

  • (1) The Remuneration Committee has 3 members, and there are 3 incumbents as of the publication date of the annual report.

  • (2) The term of the current members: From May 6, 2020 to May 5, 2023. The Remuneration Committee

convened four meetings in 2023 (A). The qualifications and attendance of the members are as follows:

Job Title Name Actual
number of
attendants
(B)
Number of
proxy
attendants
Percentage of
actual
attendance
(%)(B/A)
Note
Convener Huan-
Kuei
Cheng
4 0 100%
Committee
member
Chi-Jen
Chou
4 0 100%
Committee
member
Wei-Chen
Wang
4 0 100%
Committee
member
Hui-Fen
Chan
4 0 100%
Other matters that shall be recorded:
I. If the board of directors does not adopt or revise the suggestions of the Remuneration Committee, the
date, session, content of proposals, resolutions of the board of directors and the Company’s handling of
the opinions of the Remuneration Committee shall be stated (If the salary and remuneration approved by
the Board of Directors is more than the recommended amount by the Remuneration Committee,
explanation for the differences and reason are expected): None.
II. The resolved matters by the Remuneration Committee about which a member expresses an objection or
reservation that has been included in records or stated in writing shall state the date, session, content of
proposals, all of the members’ opinions and the handling of the opinions of the members: There have
been no situations of objections or reservation of opinions by the committee members for each of the
discussion.
III. Proposals and resolution outcome of the Remuneration Committee meeting, and handling of the
committee members’ opinion bythe company:
Meeting
date
Term
Content of proposal
Committee
members’
opinions
Company’s
handling of
the
members'
opinions
Resolution
outcome
March 3,
2023
The 15th
meeting
of the
5th term
(1) Proposal for the payment of remuneration of
Che-Wei, Lin, President of Pilot Battery, and
De-Hung Yang, President of Moment
Semiconductor, Inc.
(2) Distribution of employees and directors’
remuneration for 2022
Approved
by all
committee
members
Not
applicable
Approved
April 14,
2023
The 16th
meeting
of the
5th term
(1) According to the Company’s “Policy on
Transfer of Share Buyback to Employees,”
the Company plans to transfer to managerial
officers for its 29th share buyback.
Approved
by all
committee
members
Not
applicable
Approved
August 4,
2023
The 1st
meeting
of the
6th term
(1) Distribution of 2022 employee remuneration
for managerial officers.
(2) Distribution of 2022 board remuneration.
Proposal for payment of remuneration to Shou-
Yi Tseng, President of Aptos Technology, and
Chaucer Chung, Vice President of Business,
TMC.
Approved
by all
committee
members
Not
applicable
Approved
October 4,
2023
The 2nd
meeting
of the
6th term
(1) Proposal for payment of remuneration to
Chien-Li Cheng, Pilot Battery Co.,Ltd.
Approved
by all
committee
members
Not
applicable
Approved

3. Duty of the Salary and Compensation Committee

  • According to the Company’s Remuneration Committee Foundation Principles, the Committee shall have the loyalty and shall exercise the due care of a good administrator in conducting the following job responsibilities as listed in the Foundation Principles and submit the suggestions to the board of directors for discussion:

29

  • (1) Establish and conduct regular review of directors’ and managers’ performance assessment and compensation policies, systems, standards and structures.

  • (2) Conduct regular assessment of compensation for the Company’s directors and managers.

  • The committee member shall carry out the aforesaid duty based on the following principles:

  • (1) The performance evaluation of the directors and managers and their salary and compensation shall be considered in reference to the payment standard among industry peers and individual performances, in relevance to its reasonableness with the Company’s operations performance and future risks.

  • (2) Shall not lead directors and managers to pursue salary and compensation, engaging in risky conducts that outstrip the company’s capacity to handle.

  • (3) The bonus proportion of short-term performance for directors and senior level managers and partial changes to remuneration payment time shall be decided in consideration of the industrial characteristics and the nature of the Company’s business.

The remuneration in the above two subparagraphs, includes cash remuneration, stock warrants, employee stock bonus, retirement scheme or post-employment benefit, various allowance and other measures with substantial incentives; its scope shall be consistent with the directors and managers remunerations as mentioned in the Regulations Governing Information to be Published in Annual Reports of Public Companies.

The Board of Directors will not adopt or revise the suggestions by this Committee, it shall be passed by the consent of more than half of the attending directors with more than two-thirds of all directors attending the meeting, and will, during the resolution, provide specific explanation of the remuneration proposal whether it is or it is not more than the amount as suggested by this committee based on overall consideration of the aforesaid items.

If the remuneration that the Board has passed is more than the amount suggested by this Committee, in addition to including the reasons for differences in records, the Company shall submit this information to the website designated by the competent authority within two days from the day the remuneration is passed.

For subsidiaries of the Company, based on its division of responsibilities, any matters to be resolved that require a decision by the Board of Directors, shall first be sent to this Committee for suggestions, followed by submission to the Board of Directors for discussion.

  • (V) The succession planning for the board members and important management executives In response to the Group’s development needs, it is necessary to recruit and nurture key talents immediately; in this regard, the Company has been continuously nurturing successors. In the succession planning, the successor must possess the common values of Integrity, Prompt Decision Making and Agility, Teamwork and Collaboration with customers, and Customer loyalty. The Company leverages the regular meetings with the managers of various departments convened by the president. Each department will report on its operations status and describe its short, medium term objective execution plan, and to find a common ground in order to achieve the targets set by the company. The Company also organizes production and sales meetings on a weekly basis convened by senior management, during which sales and related information, production line operations status, raw materials preparation status of the customer demands will be reported, so that decisions are made quickly through effective communications and discussions. In addition, the Company will organize educational training for senior management, as well as the consensus building camps for officers from time to time, so as to build the shared visions and values, while enhancing the professional capabilities in management, professionalism and decision-making. In addition, the Company also actively builds an attractive and growth-oriented environment for all kinds of talents. Succession planning for board members is due to the fact that the overall operations management is becoming more complex as the Group’s operations are growing on a daily basis. The Board of Directors considers the requirements of the Group’s long-term business development, recruits industrial representatives with great work and education experience and moral character as the Company’s director. Each of the directors is familiar with corporate governance, and each has their expertise area which can continue to provide the company operator management strategies and corporate governance advices, effectively monitors the company’s management and operations outcomes. Directors attended timely training for related laws and regulations to fulfill the duties of the Board.

30

(VI) Continuing education of the directors and managerial officers in the recent fiscal year

Job title Name Date of training
course
Date of training
course
Organizer Course title Number
of hours
for
continuing
education
Begin End
October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3
Chairman Sean Chen
December
8,2023

December
8,2023

Securities and Futures
Institute,R.O.C.
2023 Promotional Seminar
for Insider EquityTrading
3
October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3
Director
General Lidon Chen
Manager
October
20, 2023
October
20, 2023
Securities and Futures
Institute, R.O.C.
2023 Promotional Seminar
for Insider Trading
Prevention
3

October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3
Representative
of legal entity Ming-Chung Chang
director
November
29,2023

November
29,2023

Securities and Futures
Institute,R.O.C.
2023 Promotional Seminar
for Insider EquityTrading
3
Director Chao-Yi Wu September
23, 2023

September
23, 2023

Securities and Futures
Institute, R.O.C.
Seminar of Corporate
Sustainable Development
Best Practice
3
October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3
October
20, 2023
October
20, 2023
Securities and Futures
Institute, R.O.C.
2023 Promotional Seminar
for Insider Trading
Prevention
3

31

Job title Name Date of training
course
Date of training
course
Organizer Course title Number
of hours
for
continuing
education
Begin End
Independent
Director
Wei-Chen Wang August 2,
2023
August 2,
2023
Taiwan Corporate
Governance Association
The governance strategy of
information security of
TWSE/TPEX listed
companies from the
perspective of sustainable
development of ESG
companies
3
September
20, 2023

September
20, 2023

Taiwan Investor
Relations Institute
How do enterprises innovate
and break through
profitability in the digital
economyera
3
October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3
November
2, 2023

November
2, 2023

Taiwan Corporate
Governance Association
How do directors and
supervisors supervise risk
management and crisis
management, s well as
strengthen corporate
governance
3
Independent
Director
Huan-Kuei Cheng October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3
October
20, 2023
October
20, 2023
Securities and Futures
Institute
2023 Promotional Seminar
for Insider Trading
Prevention
3
November
22,2023

November
22,2023

Securities and Futures
Institute
2023 Promotional Seminar
for Insider EquityTrading
3
Independent
Director
Hui-Fen Chan July 4,
2023
July 4,
2023
Stock Exchange 2023 Cathay Sustainable
Finance and Climate Change
Summit
3
August 3,
2023
August 3,
2023
Taiwan Corporate
Governance Association
Ethical corporate
management and the analysis
and decision-making
application of corporate
financial information
3
September
7, 2023

September
7, 2023

Taiwan Corporate
Governance Association
The strategy and practice of
dual transformation of
sustainability and digital
information security
3
October 4,
2023

October 4,
2023

Corporate Operating
and Sustainable
Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from the
perspectives of global
political and economic
situations
3

32

Job title Name Date of trainingcourse Date of trainingcourse Organizer Course title Number
of hours
for
continuing
education
Begin End
Chief
Financial
Officer &
Corporate
Governance
Officer &
Accounting
Officer


Eve Yang
Resonance of Public
Opinion - Path of
September September Taiwan Investor Relations
Cooperation among Investor
3
26, 2023 26, 2023 Institute
Relations,the Government
and the Media
Corporate Operating and
Sustainable Development
Association
Taiwanese businesses’
operation and merger and
acquisition strategy from
the perspectives of global
political and economic
situations
October 4, October 4, 3
2023 2023
Securities and Futures
Institute
2023 Promotional Seminar
for Insider Trading
Prevention
October 20, October 20, 3
2023 2023
November November Securities and Futures
Institute
2023 Promotional Seminar
for Insider EquityTrading
3
22,2023 22,2023
December December Advanced Education Course
Shih Chien University
12
13,2023 14,2023 for AccountingOfficer

33

(VII) Status of corporate governance implementation and the differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons

Companies and the reasons
Assessment items Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
I.
Does the Company stipulate and disclose
the corporate governance practice
principles in accordance with the
“Corporate Governance Best Practice
Principles for TWSE/TPEx Listed
Companies”?
V The Company has adopted corporate governance best practice principles approved by the Board of
Directors, and disclosed on the company’s website.
No significant
differences
II.
The shareholding structure of the
Company and shareholders' rights and
interests
(I) Does the company stipulate internal
operating procedures to process matters in
regard to the shareholders’
recommendations, doubts, disputes and
litigation, and conduct implementation
based on these procedures?
V (I) The Company has a spokesperson who can handle the suggestions, questions and disputes of
shareholders. If there are any dispute matters, the Company’s legal team will take over for
handling.
No significant
differences
(II) Does the Company have a list of major
shareholders who actually control the
company and a list of shareholders who
ultimately control these major
shareholders?
V (II) For a shareholding situation whereby there are directors, managers and main shareholders with over
10% shareholding, such information will be submitted and disclosed on the website of Market
Observation Post System in a timely fashion according to legal requirements.
(III) Does the Company create and implement
risk control and firewall mechanisms with
its affiliates?
V (III) The Company has formulated monitoring and governance procedures for subsidiaries, procedures
for lending capital and endorsements/guarantees, asset acquisition and disposal procedures and so
on related internal procedures, so as to establish appropriate risk management control and firewall.
Audit personnel regularlymonitortheimplementationstatus.
(IV) Does the Company stipulate internal
regulations that prohibit insiders from
buyingand sellingsecurities with the
V (IV) The Company has formulated Procedures for Handling Material Inside Information and policies to
prevent insider trading.

34

Assessment items Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
unpublished information on the market?
III. Composition and responsibilities of the
board of directors
(I) Does the board of directors stipulate and
implement a diverse policy regarding the
composition of the board members?
(II) Other than the establishment of a
Remuneration Committee and Audit
V V (I) The Company’s board has seven members (including three independent directors), whose expertise
covers technology industry, strategy and operation management, sales, finance, accounting,
auditing, legal affairs, corporate governance, and sustainability. The Company has formulated a
diversification policy for the composition of the board and has implemented accordingly, refer to
Article 20 of the Company’s Corporate Governance Code of Conduct for the diversification policy,
which has been disclosed on the Company’s website simultaneously.
There are a total of seven members (including three independent directors) for the Company’s 13th
Boards of Directors members, expertise covering industrial and finance, accounting and business,
fulfilling the diversification of Board members. Sean Chen, Lidon Chen, Ming-Chung Chang,
Chao-Yi Wu, all of whom are skilled in leadership, business judgment, management, crisis
management, and have industry knowledge and international market perspectives; Wei-Chen Wang,
a certified public accountant with extensive experience in industry, accounting and finance; Peter
Cheng, a former university professor and director and supervisor of the National Chung-Shan
Institute of Science and Technology with experience in industry and academia; and Hui-Fen Chan is
a practicing attorney in Taiwan and New York State of the US, and has worked in the
semiconductor industry, and she also has extensive business, legal and industry experience.
Specific management objectives of the diversification policy and the current status:
(II) Besides the establishment of a Remuneration Committee and Audit Committee, the Company will
establish other functional committees in the future based on the considerations of the company’s
Diversity policyandmanagementobjective
Achievement
There should be at least three independent directors, accounting no
lessthan 1/5 of the board seats.
Achieved
The number of directors taking concurrent positions as the
Company’smanagers shall notexceed1/3 of the board seats.
Achieved
At least two seats of female directors.
Achieved
Diversification ofprofessional capabilities
Achieved

No significant
differences

35

Assessment items Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
Committee which are required by law, does
the Company plan to set up other
functional committees?
(III) Does the Company stipulate performance
assessment regulations and assessment
methods for the board of directors and
conduct the performance assessment on a
yearly basis, and was the result of
performance assessment reported to the
board of directors for the reference of
individual directors' salary and nomination
of reappointment?
(IV) Does the company regularly evaluate its
certifiedpublic accountant’s

V
V
operational requirements.
(III) Pursuant to the “Rules for Performance Evaluation of Board of Directors and Functional
Committees”, the internal performance evaluation is conducted for the Board and functional
committees at least once a year, and once every three years by external independent specialized
institution or teams of external experts and scholars. During the evaluation period, the performance
evaluation shall be conducted at the end of each year pursuant to the Rules. The results are reported
to the board in the first quarter of the next year.
Measurement items of the Board’s performance assessment to include five major aspects as below:
I. Level of participation in business operations of the Company.
II. Improve the decision-making quality of the board of directors.
III. Composition and structure of the board of directors.
IV. Election and continuing education of the directors.
V. Internal control.
Measurement items of the directors’ performance assessment to include six major aspects as below:
I. Understand the objectives and mission of the Company.
II. Understanding of directors’ job responsibilities.
III. Level of participation in business operations of the Company.
IV. Internal relationship management and communication.
V. Professionalism and continuous education of directors.
VI. Internal control.
The Company’s 2023 Board of Directors performance evaluation results have been reported to the
Board of Directors on March 6, 2024, and will also be used to determine the remuneration of
individual directors and as the reference of nomination for re-election. The performance evaluation
results of the Board of Directors and functional committees in the most recent three years are
posted on the official website.
(IV) The company regularly conducts a review of the CPA’s independence based on Certified Public
Accountant Act and The Norm of Professional Ethics for Certified Public Accountant.

36

Assessment items Operationalstatus Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No Description
independence? The independence and suitability of the Company’s attesting CPAs are assessed in accordance with
the “Corporate Governance Best Practice Principles” and the “Corporate Governance Best Practice
Principles for TWSE/TPEx Listed Companies,” as well as with reference to the Audit Quality
Indicators(AQIs).
Note
Auditor independence Independence Note
Item Explanation Yes No
1 The professional accountants should avoid and should not accept the
engagement when they may have involved in any direct or material indirect
interests which mayimpair their impartialityand independence.
V
2 The audit or review of financial statements provides moderate but not absolute
certainty to a wide range of potential users of statements. In addition to
maintaining independence in fact, accountants' independence in appearance is
more important. Therefore, members of the audit service team, other co-
practicing accountants, firms, and firm-affiliated companies must maintain
independence from audit clients.
V
3 The accountants appointed by the Company has the following qualifications:
(See 3.1~3.3 below)
3.1 Integrity: A professional accountant should be straightforward and honest in
allprofessional and business relationships.
V
3.2 Objectivity: A professional accountant should not allow bias, conflict of
interest or undue influence of others to override professional or business
judgments.
V
3.3 Independence: An accountant should maintain independence in appearance
and fact when performing the audit or review of financial statements, and
express opinions in a fair manner.
V
4 The independence of accountants is related to integrity, impartiality, and
objectivity. There is no lack or loss of independence of accountants at the time
of appointment, which in turn affects the standpoint of integrity and
objectivityand impartiality.
V
5 The independence of accountants is not affected by self-interest, self-
assessment,defense,familiarityand coercion.
V
6 Independence beingaffected byself-interest means obtainingfinancial

37

Assessment items Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No Description
benefits through the Company, or conflicts of interest with the Company due
to other interest relationships. No circumstances shown as follows: (6.1~6.6
below)
6.1 Have a direct or significant indirect financial interest relationship with the
Company.
V
6.2 Have financing or guarantee activities with the Company or its directors and
supervisors.
V
6.3 Consider thepossibilityof losingtheCompanyas a client. V
6.4 Have a close business relationshipwith theCompany. V
6.5 There is apotential employment relationshipwith theCompany. V
6.6 Contingent fees related to theCompany’s audit case. V
7 In terms of the independence being affected by self-assessment, reports or
judgments made by accountants in non-audit service cases are used as an
important basis for audit conclusions in the process of auditing or reviewing
financial information; or that members of the audit service team have served
as the Company’s directors and supervisors, or may hold positions that
directly and significantly influence the audit. No circumstances shown as
follows:(7.1~7.2 below)
7.1 Members of the audit service team are currently serving or have served in the
last two years as the Company’s directors, supervisors or managers, or the
positions that directlyand significantlyinfluence the audit.
V
7.2 The non-audit services provided to the Company directly affect the key
matters of audit.
V
8 Independence being affected by defense refers to that members of the audit
service team become the defenders of the audit client's position or opinions,
causing their objectivity to be questioned. No circumstances shown as
follows:(8.1~8.2 below)
8.1 Promote or mediate the trading of stocks or other securities issued by the
Company.
V
8.2 The accountant has acted as counsel of the Company or represented the
Companyin coordinatingmatters relatingto conflicts with a thirdparty.
V
9 Independence beingaffected byfamiliarityrefers to the close relationshipwith

38

Assessment items Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No Description
the board of directors, supervisors, and managers of the Company, which
makes accountants or audit service team members overly concerned with or
sympathetic to the interests of audit clients. No circumstances shown as
follows:(9.1~9.3 below)
9.1 Have a family relationship with the Company’s directors, supervisors,
managers,orpersons who have significant influence on the audit.
V
9.2 A certified public accountant from the joint CPA firm, within one year after
retirement, serves as the Company's director, supervisor, manager or position
that has a significant influence on the audit.
V
9.3 Accept valuable gifts or gratuity from the Company or its directors,
supervisors,and managers.
V
10 The impact of coercion on independence refers to that the members of the
audit service team bear or feel intimidation from the Company that prevents
them from maintaining objectivity and clarifying professional suspicions. No
circumstances shown as follows:(10.1~10.2 below)
10.1 Accountants are requested to accept improper choices made by the
management in accounting policies or improper disclosures in financial
statements.
V
10.2 In order to lower audit expenses, pressure is applied on accountants to
improperlyreduce the audit work that should beperformed.
V
Competence Requirements of
competence met
Note
Item Explanation Yes No
1 Whether theyhave accountantqualifications toperform accountingtasks. V
2 Whether there has been no punishment by the competent authority or the CPA
association, or sanction in accordance with Paragraph 3, Article 37 of the
Securities and Exchange Act.
Article 37 of the Securities and Exchange Act (Regulation of CPA
Auditing and Attestation)
Paragraph 3 Depending upon the seriousness of mistake or omission
committed bya certifiedpublic accountant in the attestation of the
V

39

Assessment items Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No Description
financial reports referred to in Paragraph 1, the Competent Authority may
impose any of the following sanctions:
(1). Warning.
(2). Suspension from practicing any attestation under this Act for a period
of two years.
(3). Voidance of his/her attestationpermission.
3 Knowledge of the industryrelevant to the Company. V
4 Whether to perform the audit of financial statements in accordance with
generally accepted auditing standards and the Regulations Governing Auditing
and Attestation of Financial Statements by Certified Public Accountant, and
issue financial reports in accordance with the auditplanningschedule.
V
5 Whether taking advantage of an accountant's status to be an unfair
competition in business.
V
6 Whether the latest changes in accounting, auditing and other related laws and
regulations are proactively provided to the management, and are fully
discussed and communicated on major differences.
V
Assessment result
Both Ya-Hui Cheng, CPA and Chien-Yu Liu, CPA of PwC Taiwan met the requirements of
independence and satisfied the evaluation criteria of suitability. The evaluation results were
submitted to and approved by the Audit Committee on March 6, 2024, and deliberated and
approved bythe Board of Directors on the same day.
IV. Does the listed or OTC company have
qualified and suitable number of corporate
governance personnel, and does the
company appoint a corporate governance
officer to be responsible for matters
regarding corporate governance (including
but not limited to providing directors with
information required for the
implementation of business operations,
assistingdirectors to complywith laws and
V The Company currently has established internal units to handle meeting related matters for the Board of
Directors and shareholder’s meetings, to process company registration and registration of alteration,
prepare meeting minutes for Board of Directors’ and shareholders’ meetings.
The Company’s dedicated governance officer is responsible for corporate governance-related issues in
order to protect shareholders’ rights and interests and strengthen the functions of the board. The
governance officer has several years of experience in shareholder service and administration works in
TWSE/TPEx listed companies, and also adheres to the philosophy of corporate governance and
continues to carry out tasks required for the position. The main duties of the Company’s corporate
governance personnel consist of providing directors with information required for the implementation
of business operations,assistingdirectors to complywith laws and regulations,and handlingrelated

No significant
differences

40

Assessment items Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
regulations, and preparing meeting minutes
for the board of directors meeting,
shareholders meeting and so on)?
matters for the board of directors meeting and shareholders meeting according to the laws and
regulations, and so on.
2023 Business implementation status:
1. Assists independent directors and directors to implement business operations, provides necessary
information and arranges continuous learning for directors:
(1) Regularly notifies the Board members on the latest revisions to laws and regulations and its
development relating to the company’s area of operations and corporate governance.
(2) Monitors the confidential level of related information and provides the directors the required
company information, maintaining communications among directors and every business head
ensuring smooth exchanges.
(3) Assists independent directors and directors to formulate annual continuing education plans and
course arrangements according to the company’s industrial characteristics and the director’s
experiences and background.
2. Assists in the procedures for meetings of Board of Directors and Shareholders and resolutions
matters, in compliance to laws and regulations:
(1) Reports to the Board of Directors, independent directors, Audit Committee on corporate
governance implementation status, confirms whether the Shareholders meeting and Board of
Directors meetings are convened according to the laws and regulations and the corporate
governance best practice principles.
(2) Assists in reminding directors the related laws and regulations for executing businesses or for
making official resolutions to the Board of Directors.
(3) Responsible for checking on matters relating to announcing material information of important
resolutions by the Board of Directors to ensure the legality and accuracy of the material
information in guaranteeing fairness on investors trading information.
3. Maintaining investor relationships: Make arrangements for directors and major shareholders,
institutional investors or general shareholders for exchanges and communications when the need
arises, to ensure investors obtain sufficient information to assess and decide the reasonableness of the
corporate capital market value, so as to allow shareholders rights and interests are well maintained.
4. Informing directors of the formulated Board meeting agenda seven days prior to the meeting,
conveningboard meetings andprovidingmeetinginformation, providingreminders beforehand where

41

Assessment items Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
recusal of directors due to conflicts of interests is required for any topic discussion, and to complete
board meeting records within 20 days of the meeting.
5. Registering the date of shareholders meeting in prior according to the laws and regulations, preparing
meeting notice, meeting handout, and meeting records within the legal deadline, and carry out
registration matters relating to revisions to Charter or re-election of directors.
The training for corporate governance officer in 2023 is as follows:
The governance officer completed a 12-hour professional training course on corporate governance in
2023. Please refer to “Continuing education of the directors and managers in the recent fiscal year” for
details.
V.
Has the Company established
communication channels with
stakeholders (including, but not limited to,
shareholders, employees, customers and
suppliers) and set up an area dedicated to
stakeholders on the Company website and
does the Company respond appropriately
to sustainable development issues that
stakeholders consider important?

V
The Company has created a website as a communications channel with the stakeholders, to provide
contact methods and a designated section for stakeholders has been created, making appropriate
responses to important sustainable development issues that are of concerns to the stakeholders.
1. Types of stakeholders
The Company’s definition of stakeholder is “Internal and external groups or individuals who can
exert influences to TMC or are subject to influence by photomask companies.” Based on this
definition, the stakeholders of the Company include shareholders, investors, employees, customers,
suppliers, and governance agencies and so on.
2. Topics of concerns by stakeholders
After the identification of the stakeholders, various communications channels are set-up in
accordance to their influences on the Company and their areas of concern. Through the well-
established communications channels by the Company’s responsible units, corporate governance,
economic, environment and social topics as concerned by the stakeholders are compiled. The key
influences to the Company’s sustainable development as defined by the assessment of major topics
of concern are “Business ethics and business integrity,” “Reducing operations impacts to the
environment,” “Improving customer service satisfaction” and “Social welfare and caring.”
3. Communication channels with stakeholders
No significant
differences

42

Assessment items Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No Description
Contact channels Contact method
Relationship of
shareholder and
investor
Company Spokesperson: CFO Eve Yang
Contact Telephone No. – (03)5634370 Ext 618
Email – [email protected]
Company Acting Spokesperson - Director LC
Lin
Contact Telephone No. – (03)5634370 Ext 135
Email – [email protected]
Dedicated Customer
Service Section
Customer information contact - Senior Manager
I-Sheng Huang
Contact Telephone No. – (03)5634370 Ext 349
Email –[email protected]
Supplier service
section
Supplier information contact - Deputy Manager
Cheng-Hung Tsai
Contact Telephone No. – (03)5634370 Ext 412
Email –[email protected]
Employee
relationship
Employee relationship contact - Division Head
Ya-Hui Huang
Telephone – (03)5634370 ext 333
Email – [email protected]
VI. Does the Company entrust a professional
shareholder services agency to conduct
matters regarding the shareholders
meeting?
V The Company has appointed the Shareholder Service Department, Grand Fortune Securities to handle the
Company’s shareholders meeting matters.

No significant
differences
VII. Information disclosure
(I) Does the Company create a website to
disclose information regarding its finance,
business operations and corporate
governance?
(II) Does the Company adopt other
methodologyof information disclosure
V
V
(I) The Company’s website has a dedicated page to disclose information regarding its finance, business
operations and corporate governance.
(II) The Company has designated a personnel responsible for disclosing related information on the
Market Observation Post System website on a regular basis and from time to time,has continued to

There are no
significant
differences
with the other
matters except
this part where
the company

43

Assessment items Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
(such as creating an English website,
appointing a dedicated person to be
responsible for the collection and
disclosure of the Company’s information,
implementing the spokesperson system,
and uploading videos of the investor
conferences on the company’s website)?
(III) Has the Company published and reported
its annual financial report within two
months after the end of a fiscal year and
published and reported its financial reports
for the first, second and third quarters as
well as its operating status for each month
before the specified deadline?
V monitor various outside reports and information and established the spokesperson system, all of the
above based on the regulations of the Taiwan Stock Exchange. The company website is updated
based on the investor conference processes.
(III) The Company has announced and filed its annual financial report within 75 days after the end of
the year. The first, second, and third quarter financial reports and monthly operating status have
been announced earlier than the deadline.
has not yet
published and
reported its
annual
financial report
within two
months after
the end of the
fiscal year at
this moment.
VIII. Does the Company have other important
information that can help people to
understand the operations of corporate
governance (including but not limited to
the employees’ rights, employee care,
Investor relations, supplier relation, rights
of interested parties, training status of
directors and supervisors, implementation
status of risk management policies and
standards of risk measurement, the
implementation of customer policies, the
purchase of liability insurance for
directors and supervisors by the
Companyand so on)?


V
(I) Status of employee rights and caring for employees: Please refer to the annual report section on
“Labor relations information.”
(II) Status of rights and interests of the relationships with the investors, suppliers and stakeholders:
Please refer to this annual report for the section on “Fulfillment of sustainable development” and
the Company’s website on the “page dedicated to the stakeholders.”
(III) Status of continuing education for directors: Please refer to this annual report section on
“Continuing education of the directors and managers.”
(IV) Status of risk management policy and risk measurement standards: Please refer to this annual report
section on “Analysis and assessment of risks.”
(V) The Company purchases liability insurance for all directors every year, and has reported the latest
status on insurance to the board of directors on March 6, 2024.

No significant
differences
IX. Please describe the improvements that have been made in response to the corporate governance evaluation results issued by the Corporate Governance Center of the
Taiwan Stock Exchange in the most recentyear,andproposepriorities and measures for those notyet improved:

44

Assessment items Operationalstatus Operationalstatus Operationalstatus Differences
with the
Corporate
Governance
Best Practice
Principles for
TWSE/TPEx
Listed
Companies
and reasons
Yes No
Description
The Company has undergone corporate governance evaluation in accordance with the regulations of the competent authorities. In the latest (10th) Taiwan Stock Exchange
governance evaluation, the Company placed in the first 51%~65% of companies and has followed and gradually improved the corporate governance indicators issued by the
Corporate Governance Center. It will review and prepare improvement plans for the items that have not yet met corporate governance standards.

45

(VIII) Fulfillment of sustainable development and differences from the Corporate Sustainable

Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons for discrepancies

The Company fulfills its sustainable development based on the following principles:

Implementation of corporate governance

The Company’s Board of Directors shall exercise the duty of care as prudent managers to supervise the Company in fulfilling its sustainable development duties, and constantly reviewing performance to ensure ongoing improvement and sound execution of the sustainable development policy.

The Company’s Board of Directors ensure fulfillment of sustainable development duties from the following aspects:

  1. Incorporate sustainable development into the Company’s operational activities and development direction, and approve specific plans for the promotion of sustainable development.

  2. Propose a mission (or vision or value) for sustainable development and formulate policies or management guidelines for sustainable development.

  3. Ensure that information related to sustainable development is disclosed in a timely and accurate manner.

Development of sustainable environment

The Company complies with relevant environmental laws and regulations and ESG international standards to properly protect the natural environment, and strives to achieve the goals of environmental sustainability in the performance of operating activities. This year, the Company is committed to improving the utilization efficiency of various resources and the use of renewable materials with low environmental impact, making the Earth's resources more sustainable.

The Company considers impacts to ecology, promotes and educates consumers on sustainable consumption concepts, and carries out its operations activities such as R&D, production and service, in accordance to the following principles, to lower the impacts of company operations to the natural environment:

  1. Reduce exhaustion of resources and energy in its products and services.

  2. Reduce the release of pollutants, toxic and wastes, and shall carry out proper handling of wastes.

  3. Increase recyclability and reusability of raw materials or products.

  4. Optimize sustainable use of renewable resources to the maximum.

  5. Extend the durability of products.

  6. Increase efficacy of products and services.

In order to increase the utilization rate of water resources, the Company carries out water conservation plans to properly handle sustainable utilization of water resources and prevent pollution of water, air and land. The Company also adopts measures with the best possible pollution prevention and control technology to reduce negative impacts to human health and environment.

The Company monitors how climate change affects business activities and, based on current operations and greenhouse gas survey, develops energy/carbon reduction and greenhouse gas reduction strategies, incorporates carbon credit as part of the Company's carbon reduction strategies and enforces them accordingly to reduce impacts of the Company’s business activities on the natural environment.

Promotion of social welfare

The Company complies with relevant laws and regulations and international human rights conventions, and does not endanger the basic rights of workers. The Company’s human resource

46

policy shall abide by basic labor rights protection principles, establish appropriate management methods and procedures.

The Company provides a working environment that is safe and healthy for labor, including necessary annual health checks and emergency facilities, and is committed to reducing harmful factors to the employees’ safety and health, in order to prevent occupational hazards. At the same time, the Company should conduct regular educational training on safety and health to its employees, provide employees with a work environment that facilitates career development, and implement effective training programs to help develop the skills needed for career advancement.

The Company provides a transparent and effective consumer complaint procedures for its products and services, handling consumer appeals in a fair and timely manner, and abides by related laws and regulations to ensure respecting consumer privacy rights, protecting the personal information provided by the consumer.

Enhancing disclosure of corporate sustainability information

The Company has prepared the 2022Corporate Sustainability Report pursuant to the GRI Sustainability Reporting Standards 2021 released by the Global Reporting Initiatives (GRI) and the “Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Sustainability Reports by TWSE Listed Companies” released by TWSE, while referring to the sustainability indicators of the Sustainability Accounting Standards Board (SASB); the report was assured by PwC Taiwan. Relevant and reliable information on corporate sustainable development has been disclosed on the Company’s website and the FSC’s Market Observation Post System, and communication with stakeholders has been enhanced.

47

Implementation of promoting sustainable development and differences from the Corporate Sustainable Development Best Practice Principles for

TWSE/TPEx Listed Companies and reasons for discrepancies

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
I.
Has the Company established a
governance structure to promote
sustainable development, and set up a
dedicated (part-time) unit to promote
sustainable development, which is
authorized by the Board of Directors to be
handled by senior management, and the
supervision situation of the Board of
Directors?
V (I) The Company wants to ensure that the work environment is safe and that the employee rights are
protected and respected, so as to fulfill sustainable development responsibilities, has engaged
various functional departments to be responsible for management as assigned according to its
business nature, which the managers will conduct reviews of the implementation results on a regular
basis. Each operation meets the commitments made by the company.
The Company’s promotion of sustainable department is implemented by the Group’s Environment,
Safety and Engineering Division concurrently. Pursuant to the GRI Sustainability Reporting
Standards 2021 released by the Global Reporting Initiatives (GRI) and the “Taiwan Stock Exchange
Corporation Rules Governing the Preparation and Filing of Sustainability Reports by TWSE Listed
Companies” released by TWSE, while referring to the sustainability indicators of the Sustainability
Accounting Standards Board (SASB), the external advisors are engaged to educate and train the
related units of the Company for the benchmark sustainable development for implementation.
Through this method, it is sought to respond to stakeholders' concerns regarding sustainable
development, publicly explain corporate sustainability in terms of economics, environment, and
society, implement corporate social responsibility, and continuously move towards sustainable
development.
The implementation plans and results were reported to the Board of Directors on March 3, 2024.
The Board of Directors has learn the progress of sustainable development implementation, and
expect the continuous promotion to be superior to the legal requirements. The Company continues
to drive sustainable development activities in the future.
Dimension
Members
Work duties
Corporate
governance
Finance
organization
Information disclosure, dividends policy, tax-related matters, and
proper handling of issues of concerns to stakeholders, assists in
strengthening the functional competence of the board, and attends
to shareholders’ rights and interests.
Social welfare
Finance
organization
The finance organization as the coordinating unit in conjunction
with Taiwan Mask Charity Foundation, its key functions include
caring for society, community participation, welfare activities and
corporate image, and the finance department’s small team
function will invite related units tojoin the activities.

No significant
differences
Dimension Members Work duties
Corporate
governance
Finance
organization
Information disclosure, dividends policy, tax-related matters, and
proper handling of issues of concerns to stakeholders, assists in
strengthening the functional competence of the board, and attends
to shareholders’ rights and interests.
Social welfare Finance
organization
The finance organization as the coordinating unit in conjunction
with Taiwan Mask Charity Foundation, its key functions include
caring for society, community participation, welfare activities and
corporate image, and the finance department’s small team
function will invite related units tojoin the activities.

48

Assessment items Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
Environmental
sustainability

Operating
Organization I
Operating
Organization II
Production processes management of photomask. Maintenance
of production equipment, improvements; new factories are
planned to be green buildings. Manufacturing related work,
including hazardous substances management, resources. The
Company integrates and promotes the Company’s environmental
protection, pollution prevention, safety and health
implementation, by building and verifying the ISO50001 system
(from 2023), as well as the tasks related to the resource saving,
communication of relevant laws and regulations, and
implementation of greenhouse gas ISO14064-1 system building
and verification (from 2023).
Purchasing business includes suppliers management, green
procurement management.
Research and development of photomask, fixing abnormality of
manufacturing processes, photomask finished product quality
assurance, research and development of new products; related
testing and certification of photomask, repair and related
manufacturing processes. Promote green energy products related
technologyR&D innovation.
Customer
equity
Sales
Organization/
uality
Assurance
department
Product sales, market research and development.
Formulating product specification, quality guarantee planning,
customer service, storage and transportation business.
Employee care
Human
Resources
department
Talent recruitment and employment, remuneration and benefits
and employee well-being and safety, educational training and
development, communications and rights protection, complaint
procedures.
II. Does the Company conduct risk assessment
on environmental, social and corporate
governance issues that are relevant to its
operations and stipulate risk management
policies or strategies based on principles of
materiality?

V
(I) The Company has a vision of corporate development and sustainable development and understands
that various risks will affect the achievement of business and operational goals. Therefore, in
addition to assessing various risks based on ISO9001/ISO14001/ISO27001 systems, during the year,
the ISO45001/ISO14064-1 systems have been built, to inspect and establish the risk management
mechanism this year to manage various risks of the Company, and formulate improvement
strategies/ mechanisms/ methods, to ensure sustainable and stable growth and the pursuit of
sustainable businessgoals.

No significant
differences

49

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
andreasons
Yes no Description
The Company established a “Risk Management Steering Committee” to integrate the above-
mentioned system, and review and implement measures to address potential strategic, operational,
financial, and hazardous risks. The Risk Management Steering Committee meets quarterly, and its
members consist of the president & function head. The committee uses the Risk Map to evaluate the
probability of risk events and the severity of impact on the company’s operations, define the risk
level and the priority of risk control, and take corresponding risk management actions. Report
annually to the Audit Committee and the Board of Directors on the Company’s risk environment,
risk management priorities, risk assessment and results of countermeasures.
(II) The Company evaluates and manages risks based on the materiality principle, to control the risks of
the items with mid/high risks upon the risk assessment, including four major dimensions strategy,
operation,finance,and hazard.
III. Environmental issues
(I) Has the Company set up an environmental
management system designed to industry
characteristics?
(II) Is the Company committed to improving
resource efficiency and to the use of
renewable materials with low
environmental impact?
(III) Has the Company assessed the current and
future potential risks and opportunities from
climate changes and taken measures to
address climate-related issues?



V
V
V
(I) The Company’s environmental management system is implemented through the relevant procedures
of the ISO14001 system, to identify various environmental aspects and formulate management
procedures, and take into account the control and economical use of water, power, oil, and other
resources to achieve the purpose of resource conservation.
1. Water resources management: Committed to raising water resources utilization, and to set short,
medium and long term goals, to pursue water resources sustainable reuse as the goal.
2. Waste management: “Reducing manufacturing quantity, resource recycling” as core theme,
recycling and reuse is the priority option in waste management
(II) The Company has been committed to improving the efficiency of various resources for a long time.
In addition to saving power by 1% per year as required by the Bureau of Energy, and establishing
power-saving plan targets every year, we also use the central monitoring system, to collect big data
to improve operational management, while improving the energy utilization efficiency by replacing
with the highly energy-efficient equipment, or installation of frequency converters on rotating
equipment; also, through the energy-saving and tracing meeting, it is sought to utilize the energies
and resources in the most efficient manner, to reduce waste and carbon. Pursuant to the Company’s
commitment in the environment, safety, and health policy, raw materials that reduce environmental
impact are used, waste is recycled, reduced, and reused.
(III) The Company has conducted assessment of current and future potential risks and opportunities
arising from climate change to the enterprise, and adopts it into risk management, actively driving
energy efficiency and carbon reduction.
No significant
differences

50

Assessment items Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
Potential risks Potentialopportunity
Carbon fee, renewable energy, fuel/energy tax
and laws and regulations: Changes in laws and
regulations may impact the green energy
industry’s subsidies amount and other
conditions, if subsidies reduce, willingness to
invest will drop.
In search for manufacturers with a
competitive niche, to avoid impacts to
company operations due to cancellation of
subsidies.
Increased raw materials cost: Cost for bulk
commodity raw materials has increased due to
climate change, resulting in impacts to the
companyeventually.
Control related amounts of raw materials to
avoid simultaneous concentration of goods.
Total volume and emissions trading: Climate
change has resulted in the general rise of
temperature, indirectly impacts the company’s
air-conditioning equipment for increased load.
Monitor and review if there are any
replacement requirements while conducting
maintenance and cleaning work for the
whole company, and plan ahead for
replacing the old equipment, as a
countermeasure to equipment with
increased carbon emissions and reduced
efficiency.

51

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
(IV) Has the Company compiled the greenhouse
gas emissions, water consumption and total
weight of waste in the past two years and
established management policies for energy
saving and reduction of greenhouse gas
emission, water consumption and other
wastes?



V
reduction of various wastes, to achieve the goal of pollution-free environment. Also promotes
environmental policy to suppliers, contractors and carriers, with the expectation of working together
towards environmental protection.
(IV) For the mask environmental protection business in Taiwan, the waste reduction and energy saving
improvement continues under the concept of pollution prevention, and four major environmental
protection policies are established: “energy saving and waste reduction, pollution prevention,
compliance with laws and regulations, and continuous improvement.” management system and
ISO9001 quality management system certification. The establishment of the ISO14064-1
greenhouse gas inventory management system in 2023 has successfully passed the verification. In
the future, we will continue to "plan-execute-check-action" to implement the specific hazardous
chemicals for electrical and electronic equipment and ban the use of hazardous substances,
effectively implement RoHS and REACH_SVHC, and continue to promote environmental
protection business in conjunction with the Company's internal audit.
1. Greenhouse gas:
In 2023, we built the ISO 14064-1, to inventory the greenhouse gas in 2022. The verified data
distinguishes among direct emissions (scope 1, 151.49 metric tons of CO2e/year), indirect energy
emissions (scope 2, 15,291.85), and other indirect emissions (scope 3, 3516.74 tons CO2e/year).
2. Energy saving and waste reduction
The solar power stations was completed in 2023, and saved about 33,612KW/M and approx.
12,000 during summer for TMC Plant 1, and 9,400KW/M or approx. 34,000 for TMC Plant 2,
with carbon reduced by about 255.49 ton-CO2e/year. In addition, NT$9 million was invested to
improve the air compressor and 340,238kw is saved per year; from 2022 to 2023, NT$1.6 million
was invested to replace nine inverters in air-conditioning boxes, totaling savings: 663,490 kW;
NT$220,000 was invested to improve the traditional lights for LED lights , the total savings was
29,229KW, and the total carbon reduction was about 511.31 tons-CO2e/year.
In terms of water resources, the water supply for scrubbers used in air pollution prevention
equipment was replaced with recycled water. The annual reduction was about 1,800 tons of
water. Approximately three tons of air-conditioning condensate are collected every day into
recycled water, which saved 1,080 tons per year. A reclaimed water system has been added to the
box washing machines required for capacity expansion. The goal is to achieve 100% pure water
recovery and save 3,650 tons of water every year.
In 2023, NT$15 million has been invested in the centralized recycling treatment of waste sulfuric
acid at TMC Plants 1 and 2. Approximately 50 metric tons of waste sulfuric acid were recovered
each month,and the monthlyusage of liquid caustic soda were reduced by60 metric tons.

52

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
3. Pollution prevention
To avoid polluting the environment, effectively adopt preventive measures to prevent raw
materials or manufacturing processes from generating wastes and harmful substances, leaks of
untreated wastes into the surrounding environment, resulting in environmental pollution.
Set-up leakage detection equipment for early detection to avoid resulting in pollution to spread,
affecting personnel, equipment, and safety of the environment.
Preventive equipment’s maintenance and improvement, wastewater, air emissions and wastes
generated from manufacturing operations can be treated appropriately, important parameters of
various equipment are connected to the central monitoring system for instant monitoring.
(1) Water pollution preventive system and recycling and reuse
Wastewater system conditions are connected to the monitoring system for wastes, enabling
instant monitoring of system operations situations. Adopts onsite second time prevention setup
with overflow tank and detection equipment setup, to avoid incidents such as wastewater leakage
or returning water from the release pond with abnormal water quality during system malfunction
or tank damage resulting in environmental pollution. To avoid release of wastewater that does not
qualify for the standards, carry out regular maintenance, raise treatment efficiency to achieve
lowering added drug dosage and raise the capability for appropriate handling, early detection of
abnormality and treatment to maintain normal operations of systems. The monthly sampling of
the Hsinchu Science Park Bureau, and the results from regular testing every half year shows that
they are lower than discharge standards.
(2) Air pollution prevention
Ensure that the exhaust air generated by the process in the factory meets the requirements of
environmental protection laws and regulations after treatment. Pollutants are inspected as
required by the permit, to ensure compliance with emission standards and reduce air pollutant
emissions. In 2023, NT$360,000 has been invested in Plant 3 to increase the frequency of carbon
replacement for organic pollutant control system, and the activated carbon is replaced on a
monthly basis. In order to maintain the removal efficiency of the control equipment, NT$10
million was invested in Q4 2023 to purchase a zeolite runner to replace the activated carbon
system for removing organic pollutants. It is expected to be completed in Q1 2024, and the
removal rate of organic pollutants will exceed 95%. The Mask No. 1 Factory invested
NT$450,000 to improve the old pipelines and dampers of the scrubbers to increase the stability of
the air pollution control system.
(3) Waste management
Examine the manufacturing process to continuously reduce waste generation, and actively seek
opportunities for resource recycling. Waste isproperlydisposed of,and the waste flows in the

53

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
product life cycle is checked, to assist the Company in discovering recyclable resources. Waste
sulfuric acid (concentration >= 40%) recycling was added in 2023 in Plant 1 and 2. The waste
liquid discharged by the wet machines from production activities contains about 40% - 80% of
sulfuric acid waste liquid (H2SO4). It is collected in a dedicated pipe and tank for recycling,
avoiding the mixing of factory wastewater into the wastewater system and increasing the burden
on the system. It also reduces the consumption of NaOH. The empty one-gallon barrels for
chemicals are sent to the legal treatment plant with dedicated vehicles, and after cleaning and
crushing, the barrels are turned into raw plastic pellets. The waste wooden boards from machine
move-in and installation operations become the fuel of running boilers by working with vendors
with boilers, such as Taiwan Cement. The anti-collision material, BlanK Styrofoam are reused to
make plastic pellets. All recycled resources are concretely classified and fully recycled.
Therefore, in the Company, 2,855 metric tons of the waste generated from the plants are
implemented for the 85% recycling path. Not only it reduces environmental impacts and
operating costs, but also implements waste management operations in accordance with relevant
laws and regulations.
Waste disposal is commissioned to qualified external waste disposal and treatment vendors, and
track the transportation truck and waste treatment flows to ensure that they comply with laws and
regulations.
4. Complying with laws and regulations
Truly understand the government’s request relating to environmental laws and regulations,
prepare analysis of the registration form of the regulations and the company’s legality, actively
participate in various regulatory briefings held by government units. Regular inspection and
testing in accordance to laws and regulations to ensure meeting environmental legal standards,
and promote the government’s environmental policies to employees, increasing their
environmental protection and legal requirements knowledge, ensuring effective implementation
of the company’s environmental protection policies.
5. Continuous improvements
Pursuant to ISO14001 system, the annual environmental protection targets and programs for the
key implementation items are formulated. Review and audit implementation outcomes each year
to ensure effective implementation of continuous improvements of the policies raising
environmental quality.
The Company’s greenhouse gas emissions, water consumption volume and total weight of wastes
generated over the past two years.

54

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
Note
Scope 1/2
Items 2022 2023 Note
(tonnes) 176,440 196,427
Water usage intensity
(tonnes)/turnover(NT$10,000)
0.46 0.50
Total waste weight (tonnes) 113.58 285.08
Total weight of waste
(tonnes)/turnover(NT$10,000)
0.0003 0.0007
Greenhouse gas emissions (metric
tons CO2e)
15,443.33 16,406.53 Scope 1/2
Greenhouse gas emissions (metric
tons CO2e)/turnover(NT$10,000)
0.040 0.042
IV. Social Issues
(I) Does the Company establish policies and
procedures in compliance with regulations
and internationally recognized human
rights principles?
(II) Has the Company established and
implemented reasonable employee welfare
measures (including remuneration,
vacation and other benefits) and
appropriately reflected the business
performance or results in the employee
remuneration policy?
V
V
(I)
(II)
To fulfill sustainable development, protect all of the employees’, customers’ and stakeholders’ basic
human rights, abides by the principles as laid out in the various international human rights
conventions such as the “United Nations Universal Declaration of Human Rights,” “United Nations
Guiding Principles,” “United Nations Guiding Principles on Business and Human Rights,” “The
United Nations Global Compact,” and “International Labor Organization,” formulates and discloses
human rights policy, disclosing related information on the company’s website simultaneously.
The Company has formulated and implemented reasonable employee benefit measures, values
employees’ rights and fulfill its sustainable development responsibilities. Therefore, the
remuneration policy of the Company is based on the correlations of the individual’s capability,
his/her contribution to the company, performance, and operations performance, appropriately reflect
business performance or outcome in employees’ remunerations to facilitate recruitment, retention
and inspiration of human resources, and thereby accomplish the Company’s goals toward
sustainability. The Company’s actual average employee salary for 2023 was adjusted to 0-10%.
Status of the Company’s employee benefit measures, continuing education and trainings:
[Salary and motivation system]
Salary and multiple rewards system (Dragon Boat Festival, Mid-Autumn Festival and year-end
bonus), additional performance bonus, quarterly bonus and allocation of earnings, production
bonus, station allowance; flexible salary adjustment for individuals; employee bonus, employee
stock option.

No significant
differences

55

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
(III) Does the Company provide employees with
a safe and healthy working environment
and regularly conduct safety and health
training?

V
[Life care and protection]
Enjoy complete group insurance (free life insurance/accident insurance/hospitalization medical
treatment/accident medical treatment/occupational hazard); cash gifts and subsidies for child birth,
weddings, death in the family; birthdays/occasions gift vouchers; free annual employee health
check-ups; appointed store; welfare committee to regularly organize travels and various sporting
events and domestic and overseas travel subsidies; employee health care, regular visits by doctors
and nurses providing on-site care, professional consultation sessions and suggestions for employees;
Christmas party.
[Convenient facilities]
Provides complete indoor employee parking spaces; gym, indoor badminton court, tennis court,
table tennis and so on leisure facilities; established lactation room, complete facility for use by
female employees; established employee canteen to offer meals, provides free coffee, tea beverages,
and 180-inch large screen viewing; provides accommodation for job candidates from other cities.
[Trainings]
Provides new employee educational training; conducts work training based on the employee’s work
requirements; provides external training to employees for self-learning and growth.
(III) In addition to establishing the Employee Welfare Committee, setting up gym and medical room, and
hiring professional fitness coaches and nursing staff. The Company built and passed the ISO 45001
system this year. It also organizes various employee activities and employee health examinations
from time to time to protect the employees' physical and mental health.
The Company’s healthy work environment and employee safety protection measures are as below:
1. Environment safety:
(1) Regularly check on, test and maintain the fire safety equipment and various public facilities and
equipment every year, cooperate with the government regulation prohibiting smoking within the
factory.
(2) Engage professional office cleaning and disinfection companies regularly once a year, to ensure
a safe and comfortable work environment.
(3) Monitoring the operating environment as required by laws, and adding items to ensure a safe
working environment.
2. Fire safety aspects: Established a complete fire safety system according to the Fire Services Act,
and ensured immediate repair of faults.
3. Employee health care: Health examinations are held at the end of each year for employees. The
in-house nurses collect statistics on the results of health examinations and manage such by ranking
and trackingof employees' healthperiodically. The weight loss activities were also held thisyear to


56

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
(IV) Has the Company established effective
career development training plans?
(V) Has the Company complied with the
relevant regulations and international
standards and formulated policies for
consumer protection and grievance
procedures with respect to consumer health
and safety, customer privacy, marketing
and labeling of products and services?
(VI) Has the Company established supplier
management policies which require
suppliers to comply with regulations on
environmental protection, occupational
safety and health or labor rights and
reported the implementation?
V
V
V
promote the concept of weight loss.
4. Regularly review and promote labor safety and health matters, including transportation, health
education, and safety, every month.
(IV) The Company has set-up comprehensive educational training, to assist employees with diverse
career development.
(V) The Company has set-up a professional and dedicated customer service team (business/quality
assurance/the Group’s environment, safety, and engineering division) responsible for handling
demands and complaints from customers. Abides by the environmental protection requirements of
the EU RoHS Directive with suppliers. The Company follows related laws and regulations and
international standards in the marketing and labelling of its products and services, and marked with
obvious labelling.
(VI) The Company aims to establish a stable semiconductor supply chain, and attaches great importance
to the partnership with supplier partners. Risk assessment, tracking, improvement, and management
are conducted for raw material suppliers every year. Raw material shipments must comply with
laws and regulations. Through rigorous supplier self-evaluation, we urge suppliers to comply with
environmental protection and health regulations at all times. The Company also pays attention to the
three major ESG aspects of suppliers, namely economics, society, and environment, and includes all
relevant standards in the evaluation. Only those suppliers meeting the requirements can be included
in the procurement counterparties after actual verification. If the supplier fail to meet the
requirements, the transactions must be terminated and alternative suppliers will be sought.
TMC regularly reviews the four major risk items, namely product quality, price, delivery, and
service via “supplier audit and inspection" and "supplier delivery quality assessment.” Meanwhile,
the environmental criteria and social standards are also evaluated, and the score ranking of the
evaluation serves as the basis of supplier management.
V. Has the Company referred to international
reporting standards or guidelines in its
preparation of sustainable development
reports and other reports which disclose the
Company's non-financial information?
Does the preceding report obtain
verification or opinions from a third-party
authentication unit?

V
The Company has prepared the 2022 Corporate Sustainability Report pursuant to the GRI Sustainability
Reporting Standards 2021 released by the Global Reporting Initiatives (GRI) and the “Taiwan Stock
Exchange Corporation Rules Governing the Preparation and Filing of Sustainability Reports by TWSE
Listed Companies” released by TWSE, while referring to the sustainability indicators of the
Sustainability Accounting Standards Board (SASB); the report was assured by PwC Taiwan. Relevant
and reliable information on corporate sustainable development has been disclosed on the Company's
website and the FSC’s Market Observation Post System, and communication with stakeholders has been
enhanced. The 2023 Corporate SustainabilityReport is currentlybeing prepared,and it is expected to be
No significant
differences

57

Assessment items Operationalstatus Operationalstatus Operationalstatus The differences
with the Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons
Yes no Description
completed and disclosed on the Company's website and the Market Observation Post System in Q3
2024.
VI. If the Company has established its corporate sustainable development best practice principles in accordance with the “Corporate Sustainable Development Best Practice Principles
for TWSE/TPEx Listed Companies”, please describe the operations and differences:
The Company has established its “Corporate Sustainable Development Best Practice Principles” and there are no significant differences from the actual operations and the
Principlesfor Listed Companies.
VII. Other important information that can help others to understand the operations of the corporate sustainable development:
This is a dedicated page on the Company’s website to disclose corporate sustainable development operations and stakeholders, sustainability-related operations are regularly
updated helpingothers to understand the status of the sustainabilityoperations.
  • Note 1: For a company who has already prepared its sustainable development report, a note is required for the operational status stating the method to search the sustainable development report and the index entries substitution.

  • Principles of materiality refers to major impacts to the Company’s investors and other stakeholders as a result of environmental, social and corporate governance issues.

58

Climate-related information of publicly traded and OTC companies

(IX) Implementation of reporting of climate-related information

mate-related information of publicly traded and OTC companies
X)Implementation of reportingof climate-related information
Items Implementation
1. Describe board and management supervision and governance of
climate-related risks and opportunities.
2. Describe how the identified climate risks and opportunities will
affect the Company’s business, strategy and finances (short,
intermediate and long term).
3. Describe the financial impact caused by extreme climate events
and transition actions.
4. Describe how the identification, assessment, and management
processes of climate risks are integrated into the overall risk
management system.
5. If scenario analysis is used to assess resilience to climate change
risks, the scenarios, parameters, assumptions and analysis factors
used and significant financial impacts should be explained.
6. If there is a transition plan to manage climate-related risks, explain
the content of theplan,and the indicators andgoals used to identify
1. TMC has established a corporate sustainability management committee to
implement the ESG process, which covers the supervision and governance of
climate-related risks and opportunities, and regularly reports to the board.
2. Climate risk is within the scope of corporate governance, and we regard it as
an opportunity to align with our upstream customers and downstream
suppliers, and believe that business revenue will increase in the future. Short-
term: The ISO 14064-1 greenhouse gas inventory and verification has been
carried out this year. Interim: Conducting the Science Based Targets Initiative
(SBTi) to set short-term and long-term carbon reduction targets. Long-term:
moving toward the 2050 net zero target.
3. The extreme climate causes disruption to the supply of raw materials, water,
and power for production. We have arranged for more than two suppliers to
carry out water-saving and water truck transportation plans, while adding
generators and UPS to avoid impacts on shipments and revenues, which in
turn affect financial performance.
4. Carry out climate risks identification in Q1; formulate climate risks
countermeasures or implementation plans in Q2; implement and correct
climate risks countermeasures or implementation plans in Q3; and report the
implementation results to the board in Q4 every year, and have the Corporate
Sustainability Management Committee conduct quarterly review the progress
of abovementioned works.
5. Reservoirs are set up in response to extreme climate that may limit or cut off
water supply. If the water restrictions in the science park exceeds 20%, and
the water is cut off for more than 1 day, water trucks will be dispatched, and
the production will not be affected. If there is a time difference in scheduling
of water trucks, work hours may be lost.
6. Under the risk of power shortage in Plant 3, the addition of 1,500KW
generators was completed in 2023,and theproduction machines in Plant 1

59

and manage physical risks and transition risks.
7. If internal carbon pricing is used as a planning tool, the basis for
setting the price should be explained.
8. If there are climate-related goals set, the activities, scope of
greenhouse gas emissions, planning schedule, annual progress and
other information covered should be explained. If carbon credits or
renewable energy certificates (RECs) are used to achieve relevant
goals, the source and quantity of carbon reduction credits to be
exchanged or the quantity of renewable energy certificates (RECs)
should be explained.
9. Status of greenhouse gas inventory and assurance (to be filled
in 1-1 separately)
and 2 are equipped with UPS (Uninterrupted Power Supply System) to satisfy
the usage deployment.
7. Planning for implementation by 2026.
8. Greenhouse gas inventory activity: the carbon inventory and verification
activities of ISO14064-1 2018 version for 2022 was completed in 2023, and
the activity continues every year.

1-1. Status of greenhouse gas inventory and assurance

tatus ofgreenhousegas inventoryand assurance
Company information
Companies with a capital of more than NT$10 billion,
or in the steel or cement industry.
Companies with a capital of more than NT$5 billion
but less than NT$10 billion.
Companies with a capital of more than NT$5 billion
but less than NT$10 billion.
Sustainable Development Roadmap for publicly traded or OTC
firms should at least disclose
Parent company-only inventory Inventory of subsidiaries
included in the consolidated
financial statements
Parent-only assurance Assurance of subsidiaries
included in the consolidated
financial statements

60

Scope 1 Total emissions
(metric tons CO2e)
Intensity
(metric tons CO2e/NT$ million)(Note 2)
Assurance organization
Parent company 151.49 0.038 TUV
TÜV NORD Taiwan
Subsidiary
...(Note 1)
Total
Scope 2 Total emissions
(metric tons CO2e)
Intensity
(metric tons CO2e/NT$ million)
(Note 2)
Assurance organization
Parent company 15,291.85 3.933 TUV
TÜV NORD Taiwan
Subsidiary
...(Note 1)
Total
Scope 3 3516.74

Instructions for filling the form:

  1. The Scope 1 and Scope 2 information in this table shall be compiled in accordance with the schedule stipulated in Paragraph 2, Article 10 of the standard, and companies may voluntarily disclose the information of Scope 3.

  2. Companies may conduct GHG inventory according to the following standards:

  3. (1) Greenhouse Gas Protocol (GHG Protocol).

  4. (2) ISO 14064-1 published by the International Organization for Standardization (ISO).

  5. The assurance organization shall comply with the relevant requirements for sustainability report assurance stipulated by the Taiwan Stock Exchange and Taipei Exchange.

  6. Subsidiaries can file reports separately, collectively (by country or region), or in a consolidated format (Note 1).

  7. The intensity of GHG emissions can be calculated per unit of product/service or revenue, but at least the data calculated in terms of revenue (NT$ million) should be disclosed (Note 2).

  8. The proportion of operating locations or subsidiaries not included in the inventory calculation shall not exceed 5% of the total emissions. The total emissions disclosed above refer to the emissions calculated in accordance with Description 1 on the scope of mandatory inventory.

  9. The description of assurance should summarize the content of the assurance report of issued by the assurance organization and attach the complete assurance statement to the annual report (Note 3).

61

(X) Status of the Company’s practice of ethical management and differences from the Ethical Corporate Management Best Practice Principles for the Listed Companies and reasons for discrepancies

Assessment items Operationalstatus Operationalstatus Operationalstatus Status of the
Company’s practice
of ethical
management and
differences from the
Ethical Corporate
Management Best
Practice Principles
for the Listed
Companies and
reasons for
discrepancies
Yes No
Description
I. Stipulate ethical management policies and
plans
(I) Does the company establish ethical
management policies approved by the
board and have bylaws and publicly
available documents addressing its
corporate conduct and ethics policy and
measures and the commitment regarding
the implementation of such policy from the
board and the executive management team?
(II) Has the Company established a risk
assessment mechanism against unethical
conduct, analyzed and assessed on a
regular basis business activities within their
business scope which are at a higher risk of
being involved in unethical conduct, and
established prevention programs
accordingly which at least cover the
prevention measures against the conducts
listed in Paragraph 2 of Article 7 of the
Ethical Corporate Management Best
Practice Principles for TWSE/GTSM
Listed Companies?



V
V
(I) The Company’s “Ethical Corporate Management Best Practice Principles” was established on
August 6, 2015, and some amendments were approved by the Board of Directors on November
4, 2020. There is no difference between the actual operation and the approved “Ethical
Corporate Management Best Practice Principles”. The Company is in compliance with the laws
and regulations. The Board of Directors was eager to and had duly approved the Corporate
Social Responsibility Code of Conduct policy, and in the document, details of the policy and
active commitments by the Board of Directors and management level to implement it can be
found.
(II) The Company has established a risk management organization to identify, evaluate and manage
potential risks of the Company, and has evaluated that the acts described in Paragraph 2 of
Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx
Listed Companies are included in the scope of risk identification, evaluation and management,
and has taken appropriate preventive measures. In addition, the Company has set-up a regular
and random audit of the implementation situation by the audit personnel and CPA for active
response of any potential conflicts of interests within the company.


No significant
differences

62

Assessment items Operationalstatus Operationalstatus Operationalstatus Status of the
Company’s practice
of ethical
management and
differences from the
Ethical Corporate
Management Best
Practice Principles
for the Listed
Companies and
reasons for
discrepancies
Yes No
Description
(III) Has the Company defined operating
procedures, conduct guidelines,
disciplinary penalties and grievance
process in the program preventing
unethical conduct and put them in practice
and regularly reviewed and amended the
program?
V (III) For promoting and educating on ethical conducts, the Company’s Corporate Social
Responsibility Code of Conduct is published on the company website for reference by its
personnel anytime as a basis for individual behavior. A unit to handle unethical behavior
reporting is also established. If there are discovery of any major events of violations or major
damages to the company, the unit will prepare a report immediately and report to the
independent directors so as to fulfill the implementation of unethical behavior handling. The
company emphasizes its determination to combat dishonest practices through internal control
system, work rules, new employee orientation education training, regular campaigns, and
monitoring via accounting system, requesting its employees to adhere to the principle of
conflict of interests avoidance,andpromotes the company’spolicyto its suppliers.
II. Fulfillment of ethical management
(I) Does the Company evaluate the ethical
record of the counterparties and clearly
stipulate the ethical behavior clause in the
contract signed with the counterparties?
(II) Has the Company established a full- (or
part-) time specialized unit under the board
responsible for the promotion of corporate
ethics management, which regularly (at
least once a year) reports policies on ethical
operations, programs on prevention of
unethical conduct and the status of
supervision to the board?

V
V
(I) Before the Company enters into any business activity, will first conduct assessment of the
counterparty for its legality, ethics and prudence, so as to ensure both parties engage in a fair
and transparent trading conduct, create a fair environment for competition, maintaining the
company’s competitiveness.
(II) Honesty and faithfulness have always been an important management philosophy of the
Company, ethics has been promoted from various aspects in full efforts from the Board of
Directors to each of the department management, to which all of the employees should adhere
to the Ethical Corporate Management Best Practice Principles. The Company has also
established an Audit Committee and internal control system to monitor the company in abiding
by the laws and regulations. The Company assigned the Human Resources Department as the
accountable unit, ensuring the fulfillment of Ethical Operations Management Best Practice
Principles based on each unit’s work duties and scope, and the accountable unit will report to
the Board of Directors on a regular basis on the implementation status. Implementation status
of the Company’s 2023 Ethical Corporate Management has been reported to the Board on
March 6, 2024.
No significant
differences

63

Assessment items Operationalstatus Operationalstatus Operationalstatus Status of the
Company’s practice
of ethical
management and
differences from the
Ethical Corporate
Management Best
Practice Principles
for the Listed
Companies and
reasons for
discrepancies
Yes No
Description
(III) Does the company stipulate a policy to
prevent conflicts of interest and provide a
proper channel for communication, and
practically implement the policy?
(IV) Does the company establish an effective
accounting system and internal control
system for practical implementation of
ethical corporate management, and is the
system regularly audited by the internal
auditing unit, and does the unit propose
relevant audit plans based on the
assessment results of the risk of
misconduct for auditing the
implementation status of the prevention
plan for misconduct, or entrusted to an
accountant for auditing?
(V) Does the Company regularly conduct
internal and external education and training
for ethical management?

V
V
V
(III) The Company has established Ethical Operations Management Best Practice Principles to
prevent conflicts of interest and provide a proper channel for communication. The Company
conducts its business activities in a fair and transparent way based on the principles of ethical
operations management. In addition, the company has already formulated the whistleblowing
system procedures to report on illegal (including corruption) and unethical behaviors.
(IV) The Company’s accounting system and internal control system are formulated based on related
laws and regulations. The internal audit unit prepares the draft work report and audit report
based on the audit results, submit them to the Board of Directors, and hold regular and random
audits with the CPA.
(V) The Ethical Corporate Management Best Practice Principles have been announced on the
Company's website and communicated with employees at monthly management meetings. In
2023, it was promoted through the corporate website and on various occasions to educate
employees about adhering to work philosophy and attitude of integrity, fairness, transparency,
and self-discipline. In addition,the Companytrained 283 employees in 2023.
III. Operational status of the whistleblowing
system of the Company
(I) Does the company have a specific
whistleblowingand reward system,a
V (I) For whistleblowing/complaints matters of any possible violations of laws and regulations or the
code of conduct,the Companymayreport to the Company’s audit office. The Company

No significant
differences

64

Assessment items Operationalstatus Operationalstatus Operationalstatus Status of the
Company’s practice
of ethical
management and
differences from the
Ethical Corporate
Management Best
Practice Principles
for the Listed
Companies and
reasons for
discrepancies
Yes No
Description
convenient whistleblowing channel and
assign appropriate and dedicated personnel
to deal with the respondent?
(II) Does the company stipulate the standard
operating procedures, the follow-up
measures should be taken after the
investigation and relevant confidentiality
mechanism for the reported matters?
(III) Does the company take preventive
measures to protect the whistleblower from
improper treatment due to the report?
V
V
establishes standard operating procedures for investigating the complaints received and
protects the informant’s identity by establishing confidentiality mechanisms.
(II) The Company formulates complaint procedures, set-up responsible units to handle the cases
and set-up the handling procedures, abides by privacy data laws and strictly prohibits
retaliation conducted against the informant. The Company’s “Ethical Operations Management
Best Practice Principles” has stipulated standard operating procedures for investigating the
complaints received and ensuring such complaints are handled in a confidential manner.
(III) The Company’s “Ethical Operations Management Best Practice Principles” has stipulated
items in the investigation of the complaints received, protection of informant's identity and
details of reported misconduct, proper measures to shield a complainant from retaliation for
filingcomplaints.
IV. Reinforcement of information disclosure
(I) Does the company reveal the content of
Ethical Corporate Management Best
Practice Principles and the implementation
results on its website and on the website of
the Market Observation Post System?
V The Company has disclosed its ethical operations management information on its website which
has a designated page for corporate governance in addition to disclosing in its annual report.
No significant
differences
V.
If the Company has stipulated its Ethical Corporate Management Best Practice Principles based on the “Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies”, please state the difference between its operations and the stipulated principles:
The Company’s “Ethical Corporate Management Best Practice Principles” had been approved by the Board of Directors on August 6, 2015. There are no differences between
actual operations and the Principles.
(I) Regular advocacy on ethical operations management concept and advocated to all of the employees on a regular basis during educational trainings:
Ethical Operations Management Best Practice Principles have been announced on the Company’s website, and are promoted to the employees during monthly
management meetings.
(II)Ethical conduct is listed as one of the terms and conditions in contracts with counterparties.

65

Assessment items Operationalstatus Operationalstatus Operationalstatus Status of the
Company’s practice
of ethical
management and
differences from the
Ethical Corporate
Management Best
Practice Principles
for the Listed
Companies and
reasons for
discrepancies
Yes No
Description
(III) Internal independent grievance reporting mailbox and dedicated line has been established and announced on the Company’s website and on the internal website: No
whistleblowingcases on ethics have been received in 2023.
VI. Other important information that helps to understand the implementation status of the company’s ethics management (such as situation of the company conducting review
and revision of its Ethical Corporate Management Best Practice Principles): In order to fulfill corporate governance, the responsible unit for ethical management has been
established. Revisions to partial articles of the “Ethical Corporation Management Best Practice Principles” have been approved by the Board of Directors on November 4,
2020.

66

(XI) The Company formulates governance principles and related regulations

The Company’s website has a dedicated page to corporate governance for investors to search and download related corporate governance regulations, please refer to the Company’s website. https://www.tmcnet.com.tw/tw/Investors/Announcements

  1. Articles of Incorporation

  2. Procedures for Lending Funds to Others

  3. Asset Acquisition and Disposal Procedures

  4. Policies and Procedures for Preventing Insider Trading

  5. Procedures for Handling Material Inside Information

  6. Audit Committee Foundation Principles

  7. Remuneration Committee Foundation Principles

  8. Ethical Operations Management Best Practice Principles

  9. Corporate Sustainable Development Best Practice Principles

  10. Ethical Behavior Code of Conduct

  11. Rules of Procedure for Board of Directors’ Meetings

  12. Rules of Procedure for Shareholders’ Meetings

  13. Procedures for Election of Directors

  14. Regulations for Endorsement and Guarantee

Regarding the corporate governance-related situation of the Company, please refer to this annual report for the section on “The governance status of the Company, and the differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons.”

  • (XII) Policies and Procedures for Preventing Insider Trading and Procedures for Handling Material Inside Information

To establish a sound material inside information handling and disclosure mechanism, for avoiding improper divulgence of information and to ensure consistency and accuracy of information announced by the Company to outside, and to strengthen the prevention of insider trading, the regulation is specially formulated and hereby provided to all directors, managers and company employees to abide by and for timely education and advocacy purpose. Refer to the Company’s website for related information. https://www.tmcnet.com.tw/tw/Investors/Govermance

67

(XIII) Implementation status of internal control system

  1. Statement on Internal Control

Taiwan Mask Corporation Statement on Internal Control

Date: March 6, 2024

Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during the year of 2023:

  • I. The Company’s board and management are responsible for establishing, implementing and maintaining a proper internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability of our financial reporting and compliance with applicable laws and regulations.

  • II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and we take immediate remedial actions in response to any identified deficiencies.

  • III. We evaluate the design and operating effectiveness of the internal control system based on the criteria provided in the Regulations Governing Establishment of Internal Control Systems by Public Companies (herein blow, the “Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: 1. Control environment. 2. Risk assessment. 3. Control activities. 4. Information and communication. 5. Monitoring. Each component has its own items. Please see the Regulations for details.

  • IV. We have evaluated the design and operating effectiveness of our internal control system according to the aforementioned Regulations.

  • V. Based on the assessments described above, the Company considers the design and execution of its internal control system to be effective as at December 31, 2023. This system (including the supervision and management of subsidiaries) has provided assurance with regards to the Company's operational results, target accomplishments, reliability, timeliness and transparency of reported financial information, and its compliance with relevant laws.

  • VI. This Statement will be an integral part of the Company’s annual report and prospectus and will be made public. Any falsehood, concealment or other illegalities in the content made public will entail legal liability under Article 20, 32, 171 and 174 of the Securities and Exchange Act.

  • VII. This Statement has been passed by the Board in the meeting held on March 6, 2024, all of the attending directors affirm to the content of this Statement.

Taiwan Mask Corporation

==> picture [34 x 34] intentionally omitted <==

Chairman: Sean Chen

General Manager: Lidon Chen

==> picture [35 x 34] intentionally omitted <==

68

  1. Where a CPA has to be hired to carry out a special audit of the internal control system, furnish the CPA audit report: None.

  2. (XIV) For the year 2023 or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel, any sanctions imposed by the Company upon its internal personnel for violations of internal control system, and the penalties which may have a significant impact on shareholders' equity or the price of securities, and list the content of penalties, principal deficiencies, and the state any efforts to make improvements: None.

  3. (XV) Material resolutions of a shareholders meeting or a Board of Directors meeting during the year of 2023 and during the current fiscal year up to the date of publication of the annual report

  4. Material resolutions of a shareholders meeting

    • Key resolutions from the 2023 annual general meeting and their implementation:

    • (1) Ratification of 2022 business report and financial statements.

      • Implementation outcome: Resolution approved. Ratification of 2022 Business Report and Financial Statements, of which the consolidated revenue for the whole year is NT$7,741,118 thousand, net profit after tax is approximately NT$703,519 thousand, basic earnings per share is NT$3.37.
    • (2) Ratification of 2023 earnings distribution proposal

      • Implementation outcome: Resolution approved. The resolution approved the distribution of NT$2.3 per share. The chairman approved on June 22, 2023, to set July 28, 2023 as the book closure date, and the cash dividends were paid on August 18, 2023.
    • (3) Approved distribution of cash dividends from capital surplus. Implementation outcome: Resolution approved. The resolution approved the cash distribution of NT$0.2 per share. The chairman approved on June 22, 2023, to set July 28, 2023 as the book closure date, and the cash dividends were paid on August 18, 2023.

    • (4) Proposed to Issue common shares by private placement.

      • Implementation outcome: Resolution approved. Considering that the issuance period will soon reach the deadline, it is planned not to continue the issue of common shares by private placement approved by the 2023 regular shareholders’ meeting after the board resolution on March 6, 2024.
    • (5) Amendment to provisions of the Company’s “Articles of Incorporation”. Implementation outcome: Resolution approved. The registration was approved by authority with approval document number Zhu-Guan-Ji-GuanZhu-Shang-Zi No. 1120017721 issued on June 5, 2023.

    • (6) Full re-election of directors.

Implementation status: Re-election completed. The registration was approved by authority with approval document number Zhu-Guan-Ji-GuanZhu-Shang-Zi No. 1120017721 issued on June 5, 2023.

  • (7) Lifted the restrictions on the non-compete clause of new directors and their representatives. Implementation outcome: Resolution approved. and implemented in accordance with the resolution of the shareholders' meeting.

69

2. Important resolutions of the board of directors

Key resolutions by the Company’s Board of Directors since January 1, 2024 until the publication date of the annual report are as follows:

Date Term Keyresolutions
March 6,
2024
The 24th
meeting of
the 12th
term
(1) Approved the distribution of employees and directors’ remuneration for
2023.
(2) Approved the 2023 Business Report and Financial Statements
(3) Approved the 2023 earnings distribution.
(4) Approved not to continue the issue of common shares by private placement
approved by the 2023 regular shareholders’ meeting.
(5) Approved the private placement of securities.
(6) Approved the Company’s 2023 Internal Control System Validity
Evaluation and Declaration of Internal Control System.
(7) Approved to convene the Company’s 2024 regular shareholders’ meeting.
(8) Approved the procurement of equipment.
(9) Approved to participate in the private placement of Truelight Corporation.
(10) Approved the endorsements/guarantees for subsidiary Miracle Technology
CO., LTD.
(11) Approved the appointment of the Company’s accounting, finance and
corporate governance officers and adjustment of the managerial officers’
remuneration.
(12) Approved the appointment of the directors and managerial officers for the
subsidiaries and the adjustment of remunerations for managerial officers of
the subsidiaries.
(13) Approved the appointment and remuneration of CPAs.
(14) Approved the proposal for the Company to establish and expand its credit
facilities withbanks.
  • (XVI) Where, during 2023 or during the current fiscal year up to the date of publication of the annual report, a director or independent director has expressed a dissenting opinion with respect to a key resolution passed by the board, and the dissenting opinion has been recorded or prepared as a written declaration: None.

  • (XVII) A summary of resignations and dismissals, during 2023 or during the current fiscal year up to the date of publication of the annual report, of the Company’s chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, principal corporate governance officer and principal research and development officer

  • The Company’s Chief Financial Officer, Eve Yang, concurrently serves as the Company’s accounting, finance and corporate governance officer. To cope with the dedicate division of labor and corporate governance of the Group’s organization, on March 6, 2024, the Board of Directors approved the adjustment of the positions as follows:

Job title After adjustment Before adjustment
Principal accountingofficer Shu-Wei Yu Eve Yang
Financial Officer Shu-Hua Lin
Head of corporategovernance
Chiao-Jin Tseng

70

V. Information on professional fee of accountant

(I) Professional fee of CPAs

essional fee of CPAs
Name of AccountingFirm Accountant Date of the audit
PricewaterhouseCoopers, Taiwan
Name of CPA Firm
Ya-Hui Cheng Chien-Yu Liu January 1, 2023 to
December 31, 2023

Unit: NT$Thousand

Fee Type of Fee
Bracket
Type of Fee
Bracket
Professional audit fee Professional audit fee Professional audit fee Non-professional audit
fee
Non-professional audit
fee
Non-professional audit
fee

Total

Total
1 Below NT$2,000 thousand
2 NT$ 2,000 thousand (inclusive)
~ NT$4,000 thousand
2,557 2,557
3 NT$ 4,000 thousand (inclusive)
~ NT$6,000 thousand
4 NT$ 6,000 thousand (inclusive)
~ NT$8,000 thousand
5 NT$ 8,000 thousand (inclusive)
~ NT$10,000 thousand
9,870 9,870
6 NT$10,000thousandandabove
Name of Accounting
Firm
Accountant Audit Period Professional
audit fee

Non-
professional
audit fee
Total Remarks
PricewaterhouseCoopers
Taiwan

Ya-Hui
Cheng
Chien-Yu Liu

January 1,
2023 to
December
31,2023
9,870 2,557 12,427 Note

Note: The above mentioned accounting fees are the professional audit fee and non-audit fee that is paid to the Company’s Certified Public Accountant (CPA) and the affiliated company of the CPA’s accounting firm.

  • (1) The Company: The professional audit fee is NT$6,250 thousand non-professional audit fee is NT$2,032 thousand (ESG consultation, CB to issue of new shares and others).

  • (2) Subsidiaries: The professional audit fee is NT$3,620 thousand non-professional audit fee is NT$525 thousand (follow-on offering for capital increase, amendments to the Articles of Incorporation, changes of directors/supervisors, among other things).

  • (II) If the accounting firm is changed and the professional audit fee paid in the year of change is lower than in the previous year prior to the change, the amount and reason for the professional audit fee before and after the change: Not applicable.

  • (III) If the professional audit fee has decreased by more than 10% compared with the previous year, the decreased amount, proportion and reason for the reduction of professional audit fee: None.

VI. Information on change of accountants: None.

VII. Information on the chairman, general manager, manager in charge of financial or accounting affairs of the Company who has worked in the accounting firm or an affiliated company of the certified accountant for the past one year: None.

71

VIII. Status of any equity transferred and changes in pledge of stock rights in recent years and until the publication date of the annual report by directors, independent directors, managers and shareholders with over 10% shares (I) Changes to share ownership

anges to share ownership anges to share ownership
Unit: Shares
Job title Name 2023 2024 upto March 29,2024
Increasing
(decreasing)
number of
shares held
Increasing
(decreasing)
number of
pledged
shares held

Increasing
(decreasing)
number of
shares held

Increasing
(decreasing)
number of
pledged
shares held
Chairman Sean Chen 0
0

0

0
Director Chao-Yi Wu 391,000
0

0

0
Director Youe Chung Capital
Corporation
Representative: Ming-Chung
Chang
(900,000)
(900,000)

(500,000)

0
Director/General
Manager
Lidon Chen 1,000,000
1,300,000

0

0
VicePresident EveYang 653,000 550,000 0 0
VicePresident Nester Huang 553,000 587,000 0 0
Vice President Che-Pin Tseng 291,000
255,000

0

0
Vice President Chaucer Chung
(Date of taking office: August
4,2023)
0
300,000

0

0
Chief Executive
Officer
K.J. Wu (2,994,204) (3,000,000)
0

0
10% Youe Chung Capital
Corporation
(900,000)
(900,000)

(500,000)

0
Independent
Director
Huan-Kuei Cheng 0
0

0

0
Independent
Director
Wei-Chen Wang 0
0

0

0
Independent
Director
Hui-Fen Chan 0
0

(7,000)

0
Finance
Officer/Accounting
Officer/Corporate
Governance
Officer

Eve Yang
(Date of dismissal: March 6,
2024)
653,000
550,000

0

0
Financial Officer Shu-Hua Lin
(Date of taking office: March
6,2024)
0
0

0

0
Principal
accounting officer
Shu-Wei Yu
(Date of taking office: March
6,2024)
0
0

0

0
Head of corporate
governance
Chiao-Jin Tseng
(Date of taking office: March
6,2024)
0
0

0

0
Director Fushuo Investment Co., Ltd.
(Date of dismissal: May 24,
2023)
0
0

0

0
Martin Chu
(Date of dismissal: May 24,
2023)
0
0

0

0
Vice President Po-Wen Hsiao
(Date of dismissal: March 3,
2023)
(5,000)
0

0

0

Note: Youe Chung Capital Corporation is top-10 major shareholder with over 10% of the Company’s total shares.

72

(II) Information on share transfer:

Name Reason for
share
transfer

Transaction
date
Counterparty to the
transaction
Relationship
between the
counterparty and
the Company, its
directors,
supervisors,
managerial
officers and
shareholders
holding more
than 10% of the
shares
Number of
shares
Transaction
price
Youe Chung
Capital
Corporation
Gift April 21,
2023
Taiwan Mask
Charity Foundation
Related party 400,000 41.35
K.J. Wu Gift April 24,
2023
Hui-Chen Lai Wu Spouse 3,000,000 85.20
Youe Chung
Capital
Corporation
Gift September
15, 2023
Taiwan Mask
Charity Foundation
Related party 500,000 41.35
Youe Chung
Capital
Corporation
Gift March 5,
2024
Taiwan Mask
Charity Foundation
Related party 500,000 41.35

(III) Equity pledge information: No equity pledge with a related party.

73

IX. Top ten shareholders by shareholding proportion and information of relationships among them

Unit: shares;% Unit: shares;% Unit: shares;%
Name Shares owned by the person Shares held by spouse,
underage dependents
Shares Held in the
Name of Others
Title, name and relationship
of the top ten shareholders
who have mutual
relationship as spouse or
blood relative within the
second degree
Note
Number of
shares
Shareholding
percentage
Number of
shares
Shareholding
percentage
Number
of shares

Shareholding
percentage
Name Relationship
Youe Chung Capital
Corporation

-
- - - - - -
35,831,440
13.78%
Chao-Yi Wu
668,000

0.26%

-
- Hui-Chen
Lai Wu
Mother and
daughter
-
10,298,000
4.02%
Taiwan Mask
Corporation
7,426,000
2.91%
Hui-Chen Lai Wu Chao-Yi Wu Mother and
daughter
5,075,523
1.98%
Powerchip Investment
HoldingCorporation
4,121,000
1.61%
Lidon Chen
3,750,000
1.46%
Mei-Hui Li - - -
2,290,000
0.89%
Vanguard Starlight
Advanced Aggregate
International Equity
Index under the custody
of Chase
2,112,000
0.82%
Sean Chen - - -
2,000,000
0.78%
Dedicated account with
CTBC Bank Trust
Investment entrusted by
Taiwan Life Insurance
2,859,000
0.78%

X. Company, company’s directors, managers and businesses in direct or indirect control by the company, their number of shares of the reinvested businesses, and the consolidated calculation of the comprehensive shareholding ratio

March 31, 2024 Unit: shares; %

Investee Invested by the Company Invested by the Company Investments by directors,
supervisors, managers and
businesses in direct or indirect
control
Investments by directors,
supervisors, managers and
businesses in direct or indirect
control
Total Ownership Total Ownership
Number of
shares
Shareholding
percentage

Number of shares
Shareholding
percentage

Number of
shares
Shareholding
percentage
SunnyLake Park International
Holdings,Inc.
3,120,000
100%

-
- 3,120,000
100%
Youe Chung Capital
Corporation
534,877,568
100%

-
- 534,877,568
100%
Miracle Technology Co.,Ltd. 22,955,033
100%
- - 22,955,033
100%
Weida Hi-TechCompany 12,176,880
28.20%
- - 12,176,880
28.20%
Advagene BiopharmaCo.,Ltd. 12,549,652
23.51%
3,216,223
6.03%
15,765,875
29.54%
Aptos TechnologyInc. - - 28,481,161
47.19%
28,481,161
47.19%
Xsense Technology - - 12,189,191
53.00%
12,189,191
53.00%
InnovaVision 37,813,135
75.32%
94,370
0.19%
37,907,505
75.51%
DIGITAL-CAN TECH. CO.,
LTD.
-
-

7,281,250

57.39%

7,281,250

57.39%
Pilot BatteryCo.,Ltd. 3,600,000
20.00%
7,000,000
38.89%
10,600,000
58.88%
Moment Semiconductor,Inc. -
-

4,000,000

53.33%
4,000,000
53.33%
One Test System 940,000
100%
-
-

940,000

100%

Note: Investment by the company by using the equity method.

  • 74 -

Four. Financing Activities

I. Capital and shares

(I) Source of capital

Unit: Shares: NTD

Year /
Month
Issue
Price
Authorized Share Capital Authorized Share Capital Paid-in Capital Paid-in Capital Note
Number of
shares
Amount Number of
shares
Amount Source of capital Capital
Increase by
Assets Other
than Cash
Others
October
1988
$10.00 35,000,000 $350,000,000 8,750,000 $87,500,000 Please refer to
attached Note (1)
June 1990 $10.00 35,000,000 $350,000,000 35,000,000 $350,000,000 Please refer to
attached Note(2)
May 1991 $10.00 50,000,000 $500,000,000 40,250,000 $402,500,000 Please refer to
attached Note(3)
July 1992 $10.00 50,000,000 $500,000,000 44,275,000 $442,750,000 Please refer to
attached Note (4)
June 1995 $10.00 70,000,000 $700,000,000 55,883,750 $558,837,500 Please refer to
attached Note(5)
April 1996 $10.00 70,000,000 $700,000,000 64,427,500 $644,275,000 Please refer to
attached Note (6)
June 1996 $10.00 100,000,000 $1,000,000,000 88,077,125 $880,771,250 Please refer to
attached Note(7)
April 1997 $10.00 100,000,000 $1,000,000,000 100,000,000 $1,000,000,000 Please refer to
attached Note(8)
June 1997 $10.00 250,000,000 $2,500,000,000 146,700,000 $1,467,000,000 Please refer to
attached Note (9)
July 1998 $10.00 270,000,000 $2,700,000,000 237,420,000 $2,374,200,000 Please refer to
attached Note(10)
August
1999
$10.00 389,000,000 $3,891,000,000 267,287,969 $2,672,879,690 Please refer to
attached Note (11)
October
1999
$10.00 389,000,000 $3,891,000,000 267,290,313 $2,672,903,130 Please refer to
attached Note(12)
August
2000
$10.00 389,000,000 $3,891,000,000 294,037,400 $2,940,374,000 Please refer to
attached Note(13)
December
2000
$10.00 389,000,000 $3,891,000,000 331,189,900 $3,311,899,000 Please refer to
attached Note (14)
July 2001 $10.00 450,000,000 $4,500,000,000 374,784,587 $3,747,845,870 Please refer to
attached Note(15)
August
2002
$10.00 500,000,000 $5,000,000,000 424,917,953 $4,249,179,530 Please refer to
attached Note (16)
June 2003 $10.00 500,000,000 $5,000,000,000 398,093,953 $3,980,939,530 Please refer to
attached Note(17)
September
2003
$10.00 500,000,000 $5,000,000,000 399,593,953 $3,995,939,530 Please refer to
attached Note(18)
November
2003
$10.00 500,000,000 $5,000,000,000 398,181,953 $3,981,819,530 Please refer to
attached Note (19)
June 2004 $10.00 500,000,000 $5,000,000,000 379,443,953 $3,794,439,530 Please refer to
attached Note(20)
August
2004
$10.00 500,000,000 $5,000,000,000 369,443,953 $3,694,439,530 Please refer to
attached Note (21)
October
2004
$10.00 500,000,000 $5,000,000,000 370,943,953 $3,709,439,530 Please refer to
attached Note(22)
December
2004
$10.00 500,000,000 $5,000,000,000 361,963,953 $3,619,639,530 Please refer to
attached Note(23)
September
2005
$10.00 500,000,000 $5,000,000,000 359,498,953 $3,594,989,530 Please refer to
attached Note (24)
February
2006
$10.00 500,000,000 $5,000,000,000 353,902,953 $3,539,029,530 Please refer to
attached Note(25)
May 2008 $10.00 500,000,000 $5,000,000,000 351,072,953 $3,510,729,530 Please refer to
attached Note (26)
October
2008
$10.00 500,000,000 $5,000,000,000 345,072,953 $3,450,729,530 Please refer to
attached Note(27)
January
2009
$10.00 500,000,000 $5,000,000,000 335,072,953 $3,350,729,530 Please refer to
attached Note(28)
November
2009
$10.00 500,000,000 $5,000,000,000 338,908,953 $3,389,089,530 Please refer to
attached Note(29)
September
2010
$10.00 500,000,000 $5,000,000,000 288,072,611 $2,880,726,110 Please refer to
attached Note(30)
September
2011
$10.00 500,000,000 $5,000,000,000 282,072,611 $2,820,726,110 Please refer to
attached Note (31)
November
2011
$10.00 500,000,000 $5,000,000,000 277,871,611 $2,778,716,110 Please refer to
attached Note(32)
December
2011
$10.00 500,000,000 $5,000,000,000 271,871,611 $2,718,716,110 Please refer to
attached Note(33)
August
2012
$10.00 500,000,000 $5,000,000,000 270,090,611 $2,700,906,110 Please refer to
attached Note(34)
  • 75 -
Year /
Month
Issue
Price
Authorized Share Capital Authorized Share Capital Paid-in Capital Paid-in Capital Note
Number of
shares
Amount Number of
shares
Amount Source of capital Capital
Increase by
Assets Other
thanCash
Others
November
2012
$10.00 500,000,000 $5,000,000,000 262,713,611 $2,627,136,110 Please refer to
attached Note(35)
October
2015
$10.00 500,000,000 $5,000,000,000 252,713,611 $2,527,136,110 Please refer to
attached Note (36)
March
2022
$10.00 500,000,000 $5,000,000,000 255,673,535 $2,556,735,350 Please refer to
attached Note(37)
March
2023
$10.00 500,000,000 $5,000,000,000 256,446,475 $2,564,464,750 Please refer to
attached Note(38)

Notes:

  1. On October 21, 1988, capital at time of establishment was NT$87,500,000.

  2. On March 16, 1990, the Company was approved for Initial Public Offering (IPO) and cash capital increase of NT$262,500,000 by the Securities and Futures Commission, Ministry of Finance (1990), Approval Document Number: Tai-Tsai-Zheng (I) No. 000474.

  3. On May 14, 1991, the Company was approved for re-capitalization of earnings at NT$52,500,000 by the Securities and Futures Commission, Ministry of Finance (1991), Approval Document Number: Tai-Tsai-Zheng (I) No. 000999.

  4. On July 20, 1992, the Company was approved for re-capitalization of earnings at NT$40,250,000 by the Securities and Futures Commission, Ministry of Finance (1992), Approval Document Number: Tai-Cai-Zheng (I) No. 001738.

  5. On June 30, 1995, the Company was approved for re-capitalization of earnings at NT$116,087,500 by the Securities and Futures Commission, Ministry of Finance (1995), Approval Document Number: Tai-Cai-Zheng (I) No. 378708.

  6. On January 5, 1996, the Company was approved for re-capitalization of earnings at NT$85,437,500 by the Securities and Futures Commission, Ministry of Finance (1996), Approval Document Number: Tai-Cai-Zheng (I) No. 64745.

  7. On June 10, 1996, the Company was approved for re-capitalization of earnings at NT$236,496,250 by the Securities and Futures Commission, Ministry of Finance (1996), Approval Document Number: Tai-Cai-Zheng (I) No. 368278.

  8. On December 21, 1996, the Company was approved for re-capitalization of earnings at NT$119,228,750 by the Securities and Futures Commission, Ministry of Finance (1996), Approval Document Number: Tai-Cai-Zheng (I) No. 71905.

  9. On June 5, 1997, the Company was approved for re-capitalization of earnings at NT$367,000,000 and re-capitalization of additional paid-in capital at NT$100,000,000 by the Securities and Futures Commission, Ministry of Finance (1997), Approval Document Number: Tai-Cai-Zheng (I) No. 451508.

  10. On July 8, 1998, the Company was approved for re-capitalization of earnings at NT$628,470,000 and re-capitalization of additional paid-in capital at NT$278,730,000 by the Securities and Futures Commission, Ministry of Finance (1998), Approval Document Number: Tai-Cai-Zheng (I) No. 57619.

  11. On May 20, 1999, the Company was approved for re-capitalization of earnings at NT$292,665,680 and corporate bonds for capital at NT$6,014,010 by the Securities and Futures Commission, Ministry of Finance (1999), Approval Document Number: Tai-Cai-Zheng (I) No. 47567.

  12. October 1999, Corporate bonds for capital at NT$23,440.

  13. On June 29, 2000, the Company was approved for recapitalization of additional paid-in capital at NT$267,290,310 and corporate bonds for capital at NT$180,560 by the Securities and Futures Commission, Ministry of Finance (2000), Approval Document Number: Tai-Cai-Zheng (I) No. 56329.

  14. On November 9, 2000, the Company was approved for capital increase by means of merger or acquisition of stock, at NT$371,525,000 by the Securities and Futures Commission, Ministry of Finance (2000), Approval Document Number: Tai-Cai-Zheng (I) No. 90247.

  15. On May 22, 2001, the Company was approved for re-capitalization of earnings at NT$435,946,870 by the Securities and Futures Commission, Ministry of Finance (2001), Approval Document Number: Tai-Cai-Zheng (I) No. 131546.

  16. On June 18, 2002, the Company was approved for capital increase by means of merger or acquisition of stock, at NT$501,333,660 by the Securities and Futures Commission, Ministry of Finance (91), Approval Document Number: Tai-Cai-Zheng (I) No. 0910132958.

  17. December 19, 2002, The Company was approved for buyback of the Company’s shares to reduce capital at NT$268,240,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance (91), Approval Document Number: Tai-Cai-Zheng (San) No. 0910167268, February 26, 2003, Approval Document Number: Tai-Cai-Zheng (San) No. 0920106285 and June 12, 2003, Approval Document Number:Tai-Cai-Zheng (San) No. 0920126614.

  18. July 17, 2003, The Company was approved for re-capitalization of earnings at NT$15,000,000 by the Securities and Futures Commission, Ministry of Finance (92), Approval Document Number: Tai-Cai-Zheng (Yi) No. 0920131289.

  19. December 6, 2000, The Company was approved for buyback of the Company’s shares for transfer to employees which are not yet transferred for more than 3 years as capital reduction at NT$14,120,000 by the Securities and Futures Commission, Ministry of Finance (89), Approval Document Number: Tai-Cai-Zheng (San) No. 98643.

  20. On June 3, 2004, the Company was approved for buyback of the Company’s shares to reduce capital at NT$187,380,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance (2004), Approval Document Number: Tai-Cai-Zheng (III) No. 0930124885.

  21. On July 7, 2004, the Company was approved for buyback of the Company’s shares to reduce capital at NT$100,000,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0930130255.

  22. On July 27, 2004, the Company was approved for re-capitalization of earnings at NT$15,000,000 by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-Yi-Zi No. 0930133470.

  23. On September 1, 2004, the Company was approved for buyback of the Company’s shares to reduce capital at NT$89,800,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0930139490.

  24. On June 14, 2005, the Company was approved for buyback of the Company’s shares to reduce capital at NT$24,650,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0940124037.

  25. On December 28, 2005, the Company was approved for buyback of the Company’s shares to reduce capital at NT$55,960,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0940159771.

  26. On April 9, 2008, the Company was approved for buyback of the Company’s shares to reduce capital at NT$28,300,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number:

  27. 76 -

Jin-Guan-Zheng-San-Zi No. 0970015115.

  1. On September 18, 2008, the Company was approved for buyback of the Company’s shares to reduce capital at NT$60,000,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0970026404.

  2. On December 16, 2008, the Company was approved for buyback of the Company’s shares to reduce capital at NT$100,000,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0970035293.

  3. Employee warrants at capital increase of NT$38,360,000.

  4. On July 29, 2010, the Company was approved capital reduction at NT$508,363,420 by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 0990035554.

  5. On September 22, 2011, the Company was approved for buyback of the Company’s shares to reduce capital at NT$60,000,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 1000046532.

  6. On November 22, 2011, the Company was approved for buyback of the Company’s shares to reduce capital at NT$42,010,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 1000057786.

  7. On December 26, 2011, the Company was approved for buyback of the Company’s shares to reduce capital at NT$60,000,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 1000063425.

  8. On August 14, 2012, the Company was approved for buyback of the Company’s shares to reduce capital at NT$41,820,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 1010035989.

  9. On November 2, 2012, the Company was approved for buyback of the Company’s shares to reduce capital at NT$31,950,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-San-Zi No. 1010049862.

  10. October 26, 2015, The Company was approved for buyback of the Company’s shares to reduce capital at NT$100,000,000 for maintaining the Company’s shareholders’ equity by the Securities and Futures Commission, Ministry of Finance, Approval Document Number: Jin-Guan-Zheng-Jiao-Zi No. 1040043244.

  11. On March 1, 2022, approved by the Hsinchu Science Park Administration, Ministry of Science and Technology, by letter Zhu-ZhangZi No. 1110006222 for the conversion of the Company's corporate bonds with issuance of new shares for additional capital of NT$29,599,240.

  12. On March 22, 2023, approved by the Hsinchu Science Park Administration, Ministry of Science and Technology, by letter Zhu-ZhangZi No. 1120008738 for the conversion of the Company's corporate bonds with issuance of new shares for additional capital of NT$7,729,400.

(II) Type of Shares

March 31, 2024
Unit: Shares
Shares
Type
Authorized share capital Note
Issued shares Un-issued shares Total
Common
Stock
256,446,475 243,553,525 500,000,000 Shares of listed
company

Note: The aforementioned shares outstanding includes buying back treasury stock of 7,462,000 shares not yet transferred.

(III) Information on shelf registration: None

(IV) Shareholder structure

V) Shareholder structure V) Shareholder structure V) Shareholder structure V) Shareholder structure V) Shareholder structure V) Shareholder structure V) Shareholder structure V) Shareholder structure
March 29, 2024
Unit: shares; %
Composition of
shareholders
Quantity
Foreign Treasury
shares
Total


Governmental

Financial
Other juridical

institutions and

Domestic
agencies institutions person foreign natural persons
nationals
Number ofpeople 1
6

254

150

62,375

1

62,787
No. of shares held 4,010
2,132,650

44,368,363

17,301,527

185,177,925

7,462,000

256,446,475
Ownership 0.00%
0.83%

17.30%

6.75%

72.21%

2.91%

100.00%
  • 77 -

(V) Composition of Shareholders

1. Common Stock

March 29, 2024

1. Common Stock March 29, 2024
Shareholder ownership Number of
Shareholders
No. of shares held Ownership
1 to 999 29,013
2,763,076

1.08%
1,000 to 5,000 28,281
54,984,248

21.44%
5,001 to 10,000 3,160
24,680,506

9.62%
10,001 to 15,000 870
11,163,035

4.35%
15,001 to 20,000 492
9,072,231

3.54%
20,001 to 30,000 370
9,481,220

3.70%
30,001 to 40,000 172
6,216,658

2.42%
40,001 to 50,000 112
5,200,406

2.03%
50,001 to 100,000 168
11,852,558

4.62%
100,001 to 200,000 84
11,333,785

4.42%
200,001 to 400,000 24
6,692,593

2.61%
400,001 to 600,000 10
4,897,500

1.91%
600,001 to 800,000 9
6,251,667

2.44%
800,001 to 1,000,000 2
1,743,757

0.68%
1,000,001 or above 20
90,113,235

35.14%
Total 62,787
256,446,475

100.00%

2. Preferred shares: The Company has not issued preferred stocks.

(VI) List of main shareholders

VI) List of main shareholders VI) List of main shareholders VI) List of main shareholders
March 29,2024
Shares
Name of Main Shareholders

No. of shares held
(shares)
Ownership
(%)
Youe Chung CapitalCorporation 35,831,440 13.78%
Chao-YiWu 10,298,000
4.02%
Taiwan Mask Corporation 7,426,000 2.91%
Hui-Chen LaiWu 5,075,523 1.98%
PowerchipInvestment HoldingCorporation 4,121,000 1.61%
LidonChen 3,750,000 1.46%
Mei-Hui Li 2,290,000 0.89%
Vanguard Starlight Advanced Aggregate
International Equity Index under the custody of
Chase
2,112,000 0.82%
Sean Chen 2,000,000 0.78%
Dedicated account with CTBC Bank Trust
Investment entrusted byTaiwan Life Insurance
2,859,000 0.78%
  • 78 -

(VII) Market price, net worth, earnings (losses) and dividends per share and the related information for the most recent two years.

Unit: NTD/in thousands of shares

Item Year Year
2022
2023
Market Price
Per Share
(Note 1)
Highest 110.50 98.7
Lowest 49.95 65
Average 81.20 77.7
Net Worth
Per Share
(Note2)
Before distribution 22.16 24.04
After distribution 19.28 22.28(Note 9)
Earnings per
share

Weighted average shares
208,572 209,180
Earnings pershare (Note 3) 3.37 1.75
Dividends
per share
Cash dividends 2.5 1.5(Note 9)
Bonus
Share
- - -
- - -
Accumulated Un-allocated
Dividends (Note4)
- -
Return on
Investment
Price / Earnings Ratio(Note 5) 24.09 44.4
Price /DividendsRatio (Note 6) 32.48 51.8(Note 9)
Cash DividendsYield (Note 7) 0.03 0.02(Note 9)

Note 1: Listing the highest and lowest market price of common shares for each year, and the average annual market price, which is calculated based on the actual transaction prices and volume for each year.

  • Note 2: This information is filled in based on the number of issued shares by end of the year and the distribution decision made in the following year’s shareholders’ meeting.

  • Note 3: If there is a need for retrospective adjustment due to issuance of bonus shares, shall list the earnings per share before and after the adjustment.

  • Note 4: If the terms and conditions for issuance of equity securities state that the dividends not distributed for the current fiscal year may be accumulated to the fiscal year with earnings for distribution, shall disclose separately the accumulated amount of unpaid dividends until the current fiscal year.

  • Note 5: Price / Earnings Ratio = Average Market Price / Earnings Per Share of the year.

  • Note 6: Price / Dividend Ratio = Average Market Price / Cash Dividends Per Share of the year.

  • Note 7: Cash Dividends Yield = Cash Dividends Per Share / Average Market Price of the year.

  • Note 8: Net Worth Per Share, Earnings per share shall be listed from the information audited (reviewed) by the accountant until the latest quarter of the annual report publication date; The remaining fields are listed for the current fiscal year until the annual report publication date.

  • Note 9: The board resolution on March 6, 2024 approved the schedule of profit distribution.

(VIII) Company’s dividends policy and the implementation status

  1. Dividends Policy

The Company adopts the policy for remaining dividends in response to the overall environment and industrial growth characteristics, and to the company’s long term financial plan, steady operations development. Yearly capital requirement is measured based on the Company’s future capital budget plan, capital required for retained earnings financing comes first, then the remaining earnings can be allocated based on the dividend method. Steps for distribution as below:

  • (1) Decide on the best capital budget.

  • (2) Decide on the financing required for one of the capital budget items.

  • (3) Decide on the amount of the financing to be supported by retained earnings (methods such as cash capital increase or corporate bonds and so on can be adopted as support).

  • (4) After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.

  • Status of dividend allocation approved by the board resolution

The Company proposed 2023 earnings distribution to the Board of Directors meeting on

  • 79 -

March 6, 2024, distributing cash dividends for common stock at NT$373,476,713, cash dividends per share at approximately NT$ 1.5. Distribution of cash dividends adopts the calculation method of “round down to the nearest dollar,” fractions that do not amount to a full NT$1 shall be added and recognized by the Company as other income. While the distribution of earnings is kept at NT$1.5 per share, if there are regulatory changes by the competent authority or changes to the Company’s capital, such as conversion of convertible bonds into equity, which affect the number of shares outstanding before the dividends record date, the chairman is authorized to make changes to the profit distribution schedule, dividends record date and payment date and other relevant matters.

  1. Explanation on dividends policy expected to have major changes: None.

  2. (IX) The impact of bonus shares proposed by the shareholders’ meeting on the Company’s operating performance and earnings per share

Not applicable, none is proposed this time.

  • (X) Employee, director remuneration

  • The Company Charter’s employees, directors’ remuneration amount or scope: The Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any. Employee remuneration, as mentioned above, can be paid in cash or in shares. Qualified employees of subsidiaries are also included in the payment.

    • Current year profit situation as mentioned in the first paragraph refers to the profit which is the current year’s pre-tax profit before distribution of employee remuneration and directors remuneration.

    • The distribution of employee and director remuneration shall be executed after the resolution approval at the Board meeting with more than two-thirds of directors attending and of more than half of the attending directors agreed and passed the resolution, and reported to the shareholders meeting.

  • The basis for estimating the amount of employee and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

The estimation of employee and director compensation is based on the Company Charter as a basis. If there are any differences between the actual distributed amount and the estimated figure, the differences will be listed as income (loss) in the following fiscal year.

  1. Earnings of 2022 for distribution of employees’ and directors’ remuneration:

Unit: NTD

Distribution plan proposed to
Board of Directors
Actual distribution Difference
I. Distribution
Compensation for Directors and
Supervisors
Employee Compensation in Cash
Employee Compensation in
Stocks
II. Related information for
earnings per share
Original earnings per share
Calculated earningsper share
18,000,000

102,000,000
-
3.37
3.37
18,000,000
102,000,000
-
3.37
3.37
None
None
None
None
None
Note: There are no differences between actual distribution and recognized employee and director
remuneration.
  • 80 -

  • Earnings of 2023 for distribution of employees’ and directors’ remuneration approved by the Board of Directors:

Unit: NTD

Distribution plan proposed to
Board of Directors
Actual distribution Difference
I. Distribution
Compensation for Directors and
Supervisors
Employee Compensation in Cash
Employee Compensation in
Stocks
II. Related information for
earnings per share
Original earnings per share
Calculated earningsper share
12,000,000
80,000,000
-
1.75
1.75
Note
Note
-
Note
Note
Note
Note
Note
Note
Note
Note:
The abovementioned remuneration for directors, supervisors and employees have been expensed in 2023,
and the recognized amount is no different from the amount proposed by the board of directors on March 6,
2024.

(XI) Stock buybacks of the Company: None.

  • 81 -

II. Handling situation of corporate bonds:

(I) Handling situation of corporate bonds

andling situation of corporate bonds andling situation of corporate bonds
Type of Corporate Bond The 3rd domestic unsecured convertible bonds
Issuing (Processing)Date August 3,2021
Par value NT$100,000
Listing Taipei Exchange
Issuanceprice Issued at 115.23%ofpar value
Total amount NT$2,304,532,020
Interest rate The coupon rate is 0% per annum
Maturity 5-year maturitydate: August 3,2026
Guarantor None
Trustee Trust Department of Mega International Commercial Bank
Underwriter KGI Securities Co.,Ltd.
Certifyinglawyer AttorneyYa-Wen Chiu of HANDSOME ATTORNEYS-AT-LAW
CertifyingCPA Not applicable
Repayment method Convert to common shares of the Company pursuant to Article 10
of the Issue and Conversion Measures or exercise the right of sale
in accordance with Article 19 of the Measures or redeem early in
accordance with Article 18 of the Measures or the Company shall
repay in cash the face value of the convertible bonds at maturity,
unless the bonds are repurchased and retired by the Company
from the securities dealer's office.
OutstandingPrincipal NT$1,675,600,000(as of March 31,2024)
Redemption or Early Repayment
Terms
The Issue and Conversion Measures
Restrictive clauses The Issue and Conversion Measures
Credit Rating Agency, Date of Rating,
Corporate BondCredit Rating
None
Other
Rights
The amount of converted
common stock (exchange or
warrants), global depository
receipts or other securities as of
March 31,2024
Already converted 3,732,864 common shares
NT$37,328,640
Issuance and conversion
(exchange or subscription)
method
See the issue and conversion measures for the Company’s 3rd
domestic unsecured convertible bonds
Issuance and conversion, exchange or
subscription methods, issuance conditions,
possible dilution of equity, and impact on
existingshareholders’ equity
Based on the current outstanding balance and conversion price, it
is estimated that 20,334,951 common shares, representing
approximately 7.93% of the total issued shares, may be converted.
Custodian None
  • 82 -

Unit: NTD

Unit: NTD Unit: NTD
Type of Corporate Bond 2022 first series domestic secured
convertible corporate bonds
2022 second series domestic secured
convertible corporate bonds
Bond A Bond B Bond A Bond B
Issuing (Processing) Date 2022/09/28 2022/09/28 2022/12/27 2022/12/27
Total Amount NT$300 million NT$200 million NT$200 million NT$300 million
Denomination NT$1,000,000
Listing Taipei Exchange
Issue Price Issued at face value
Annual interest rate (fixed) 1.80% 1.80% 2.20% 2.38%
Term 5 years 5 years
Guarantor Mega International
Commercial Bank
First Commercial
Bank of Taiwan
Shanghai
Commercial and
Savings Bank
Taichung
Commercial Bank
Trustee Bank SinoPac
Underwriter Mega Securities Co., Ltd.
Legal Counsel None
Attesting CPA None
Redemption Method A single repayment of principal at maturity
Outstanding Principal NT$300 million NT$200 million NT$200 million NT$300 million
Terms of redemption or early
repayment
None
Restrictive clauses None
Credit Rating Agency, Date of
Rating, Corporate Bond
Credit Rating
Rating date:
2021/10/26
Taiwan Ratings:
twAAA
Rating date:
2021/10/12
Taiwan Ratings:
twAA+
Rating date:
2022/01/17
Taiwan Ratings:
twAA
Rating date:
2022/5/10
Fitch Ratings:
FitchA(twn)
Other
Rights
The amount of
converted common
stock (exchange or
warrants), global
depository receipts or
other securities as of
March 31,2023
None
Measures for
Issuance and
Conversion
(Exchange or
Subscription)
None
Issuance and conversion,
exchange or subscription
methods, issuance conditions,
possible dilution of equity, and
impact on existing shareholders’
equity

None
Custodian None
  • 83 -

Unit: NTD

Unit: NTD
Type of Corporate Bond 2023 second series domestic
secured convertible corporate bonds

2023 first series domestic secured
convertible corporate bonds
Issuing (Processing)Date 12/12/2023 08/28/2023
Total amount NT$500 million NT$300 million
Par value NT$1,000,000
Listing Taipei Exchange
Issuanceprice Issued at face value
Annual interest rate(fixed) 1.80% 1.62%
Maturity 5years 5years
Guarantor HUA NAN COMMERCIAL
BANK,LTD
Taiwan Cooperative Bank
Trustee Bank SinoPac
Underwriter HUA NAN COMMERCIAL BANK
Songshan Branch

Taiwan Cooperative Securities Co.,
Ltd.
Certifyinglawyer None
CertifyingCPA None
Repayment method A single repayment ofprincipal at maturity
Outstanding principal NT$500 million NT$300 million
Redemption or Early
Repayment Terms
None
Restrictive clauses None
Credit Rating Agency, Date of
Rating, Corporate Bond Credit
Rating
Rating date: July 14, 2023
Taiwan Credit Rating: twAA+
Rating date: February 17, 2023
Taiwan Credit Rating: twA-A
Other
Rights
The amount of converted
common stock (exchange
or warrants), global
depository receipts or
other securities as of
March 31,2024
None
Issuance and conversion
(exchange or
subscription)method
None
Issuance and conversion, exchange
or subscription methods, issuance
conditions, possible dilution of
equity, and impact on existing
shareholders’ equity
None
Custodian None
  • 84 -

(II) Information on convertible bonds

Type of corporate bonds Type of corporate bonds The 3rd domestic unsecured convertible bonds The 3rd domestic unsecured convertible bonds
Items Year
2023
The current year up to March
31
Market
price of
convertible
bonds
Highest 116.40 103.75
Lowest 100.40 101.05
Average 107.41 102.98
Conversion price NT$82.4 (Note 1)
Issuance (transaction) date
and conversion price at
issuance
Date: August 3, 2021
Conversion price: $88.8
Method of fulfilling the
conversion obligation
Issuance of new shares

Note 1: The conversion price was adjusted from NT$82.4 effective July 28, 2023

III. Preferred shares: None.

  • IV. Overseas depositary receipts: None.

  • V. Employee stock warrants and employee new restricted shares: None.

  • VI. Merger or acquisition, issue of new shares in connection with the acquisition of shares of another company: None.

VII. Financing plans and implementation

  1. The Company’s 2023 1st series domestic secured convertible bonds, which raised total capital of NT$300 million, have been approved on record by Zheng-Gui-Zhai-Zi No.11200093161 on August 21, 2023, and the implementation of the capital utilization plan is as follows: The total amount planned was NT$300 million, and the actual amount of funds raised was NT$300 million, all of which was used to repay loans from financial institutions. As of Q3 2023, the achievement rate was 100%, indicating that the implementation has been fully completed.

  2. The Company’s 2023 2nd series domestic secured convertible bonds, which raised total capital of NT$500 million, have been approved on record by Zheng-Gui-Zhai-Zi No.11200123052 on December 11, 2023, and the implementation of the capital utilization plan is as follows: The total amount planned was NT$500 million, and the actual amount of funds raised was NT$500 million, all of which was used to repay loans from financial institutions. As of Q4 2023, the achievement rate was 100%, indicating that the implementation has been fully completed.

  3. 85 -

Five. Overview of operations

I. Business Activities

  • (I) Scope of business

  • Main businesses operated and business proportions

  • (1) Research and development, production, manufacturing and sales of photomask.

  • (2) To provide technical assistance, consulting, testing and certification, maintenance and repair services relating to the aforesaid products.

The Company's main business is the production of photomasks for microfilming processes, of which semiconductors account for more than 90% of the total number of customers, while others are photomasks for liquid crystal displays (LCDs) and wafer-level chip packaging (WLCSPs).

  1. Current commodities and services of the company

With the continuous evolution of IC fabs and production equipment in the semiconductor market, the Company’s available photomask products are listed below.

Customer industry
type
Customer’s machine
model
Photomask specification
IC Stepper,Scanner projection5X/4X/2.5X/2X Reticle(5”&6”)
LCD Nikon masks upto 7”
CCD Cannon Chrome contactprints
Transistor Projection Aligner 1X Reticle
Diode ProximityAligner 1X full field
LED ASML (4”~7”)
- Ultratech Large area mask(8”~24”)
  1. Plans for new products and services development

In response to the diversification of semiconductor high-end product specifications, we will continue to develop diverse photomasks for ArF phase shift (PSM) and provide advanced optical peripheral lining (OPC) services to facilitate further cooperation with our customers in developing photomasks for deep submicron processes.

(II) Overview of the industry

Photomasks play a key role in the IC industry chain, accounting for 13% of semiconductor manufacturing materials, and their product specifications are mainly developed in accordance with the IC technology blueprint. Due to the increasing demand for precision in the IC industry, the most advanced photomask technology has been developed and produced below 2nm, and the Company has invested in new equipment and developed the related process. Currently, the technology has been certified by the customers related to 65/55nm process and is in mass production.

In the LCD market, photomasks can be applied to the manufacturing of small and medium-sized panels with higher resolution, stitching several photomasks to meet the panel manufacturing process requirements. In addition, with advances in packaging and testing technology, processing gold bump and RDL on wafer also requires photomask for pattern transfer. The 9” photomasks (for 8” wafers) and 14” photomasks (for 12” wafers) provide a solution.

As wafer manufacturing technology advances, many high level lithography requires cosolution to be identified by manufacturing processes, IC design and photomask craft.

  • 86 -

Therefore, world-class IDM and Foundry companies have set up their own photomask departments. Optical Proximity Correction Mask (OPC) and Phase Shift Mask (PSM) are widely used in 8” and 12” foundries. The self-built photomask departments accounts for about 63% of the global photomask market, while professional photomask manufacturing companies account for about 37%. In 2022, for example, the global annual production value of photomasks is about US$5.5 billion, and will continue to grow in the future in response to the demand for new products.

  1. Future industry development trend

However, as the process technology continues to evolve, the density of memory continues to increase and the capacity of the required equipment continues to rise, many memory manufacturers are converting their old equipment to foundry production equipment. Investments and technology baseline for photomask is not low, and these capacities switching to foundry require professional photomask factories to provide photomask manufacturing services. and with many consumer products in the market and the trend of green energy saving, mature middle level photomask demands continue on the rise. As a result, world-class IDM and Foundry companies emphasize on high-level photomask investments and manufacturing, and continue to outsource related photomask mature manufacturing technology. Therefore, for the Company, expectations for future industry developments and market prospects are worthwhile.

In addition, with the growing demand in automotive, mobile phone, industrial, communication, and energy applications, as well as the rapid development of emerging technologies such as high-performance computing and R&D of new material process, the semiconductor market and its technology R&D will continue to grow. Other highly growth markets, including applications such as self-driving vehicles, driver assistance systems, artificial intelligence, machine learning and image recognition have a strong demand for advanced processors. With the active promotion of the third generation semiconductor materials, the applications are increasing day by day, and the demand for photomasks is also increasing, too. As the technology for handheld communication products, AI and IOT applications improves, it is becoming increasingly difficult to complete system integration chips on a single wafer fabrication process, and relying on packaging technology to integrate integrated circuits from different processes has become a key technology necessity. These new demands have also boosted the use of photomasks, which is what we are striving for.

  1. Overall economy, industry development trends and product competitiveness

The impact of the US-China trade war in the past few years has changed the face of the world economy, especially the US ban on China's semiconductor-related supply chain, which has deeply affected the development of the electronics industry on both sides of the Taiwan Strait. In the short term, China is actively seeking to establish its own technology and investing heavily in semiconductor-related industries, but technology development cannot be achieved overnight, and relying on Taiwan's assistance and supply is becoming increasingly important. In the past few years, IC design companies have been established like mushrooms after rain in China, and 12-inch fabs have been expanding, which are new markets that we can explore.

TMC was founded in 1988 and has 35 years of experience in manufacturing services and has accumulated more than 400 customers. It has certain advantages in production capacity, manufacturing quality and production cost of mature photomask. As the

  • 87 -

photomask market continues to develop, competing companies are entering the photomask manufacturing service market through investment or merger and acquisition. In the future, only by continuously improving operational performance and expanding 12-inch photomask manufacturing service capacity can we stand firm in the photomask manufacturing service field and gradually increase our market share.

4. Relationships of upstream, midstream and downstream of the industry

==> picture [413 x 181] intentionally omitted <==

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

Circuit design Photomask fabrication Chip manufacturing Chip package
Photomask
Logic design Oxidation Cutting
fabrication
Circuit design Protective film Mask alignment Placement
Circular design Etch Wire bond
Impurity diffusion Modeling
Implantation of
Testing
impurities
Chemical vapor
deposition
Metallic electrodes
Wafer evaporation
Chip probing
Long single Chip inspection
crystal
Slicing
Grinding Shipping
----- End of picture text -----

(III) Overview of technologies, research and development

In recent years and until the annual report publication date, invested research and development expenditure and successful development of technology or products.

Year Research and
development
expenditure
Successful development of technology
2023 NT$348,136 thousand Developed 40/55/65 nm photomask mass
production technology.
  • (IV) Long- and short-term business development plans

  • Short-term plan: increase 55/65nm market share; expand the share of mature photomask manufacturing.

  • Intermediate-term plan: Introduced mass production of 28/40 nm photomasks.

  • Intermediate to long-term plan: Continue to invest in advance photomask development, and research and develop new fabrication processes and expand new customer sources.

II. Status of the market and production/sales:

  • (I) Market analysis

  • Sales region of major products

The semiconductor industry in Taiwan is in a leading position globally, foundry market share accounts for more than half of the global market, IC design industry ranks second globally. TMC possesses geographical advantages, placing much effort in managing the domestic market, thus, domestic sales accounts for more than half of total sales as the previous years. In the past three years, we have been working hard to develop markets in China, Korea, and Southeast Asia, and have achieved good results. Asia market still stands for a larger proportion than other international markets. Since photomask customers demand for high quality photomask, rapid shipments, convenient communications, Europe

  • 88 -

and USA regions with greater time zone differences seem to present inconveniences for sales expansion into these regions, also long distance means a longer shipping time. Both years were dominated by domestic and Asian markets.

Unit: NT$Thousand; % Unit: NT$Thousand; %
Year
Region
2022 2023
Amount Amount
Domestic Domestic 2,929,266 37.84 2,839,639 39.44
Overseas Asia 4,753,060 61.40 4,267,501 59.27
Others 58,792 0.76 92,795 1.29
Net sales 7,741,118 100.00 7,199,935 100.00

2. Expansion of high-end products

Affected by the shrinking global end demand since 2022, the external environmental factors have not been eliminated, the buying momentum in the consumer market is poor, and the purchasing power is weak. From end user, system makers, until the players in the supply chain of the semiconductor chip production and sales have elevated inventory. The pressure of inventory closeout continued into 2023, affecting the overall demand for semiconductor products.

In the table below, it is obvious that the sales of <=0.13um have declined slightly by 5%, from NT$1.021 billion in 2022 to NT$1.137 billion in 2023.

Unit: NT$ Thousand
YoY
29%
2022 2023 By
Sales income YoY Sales income YoY
Technology technology
<=0.13 1,202,394 36% <=0.13 1,137,241 29%

3. Future supply, demand and growth of the market

Under the continuous evolution of foundry processes, advanced process development is the main axle to enter the mainstream market with high return on investment and high growth, and to meet the growing demand for 5G, automotive and Internet of Things (IoT) devices that rely heavily on analog, power management and display driver integrated circuits (ICs), power components MOSFETs, microcontrollers (MCUs) and sensor technology, resulting in a supply shortage dilemma. shortage dilemma. TMC has sufficient production capacity in this part, coupled with the efforts of all colleagues in the past few years, both delivery and quality are well recognized by customers, and still has an advantage in the coming years.

However, as we all know, the advancement of semiconductor wafer fabrication process will not stop, if we only stick to our original technology and production, our business will gradually shrink and we will lose our competitiveness. Therefore, starting from 2019, the Company incrementally invested in new production equipment, developed new technology, allowing the business to extend to the 12-inch market beyond concentrating in the 6-inch and 8-inch market. Gradually cultivating towards new technology discipline with steady steps.

Looking into the future, the Company has accrued over 30 years of photomask technology experiences, and as mentioned previously, the Company has its unique way in special and large-size photomask manufacturing as its competitive advantage. By taking steady steps with its operation strategies and business expansion, great results can be expected. Especially after the merger and acquisition of Miracle Technology CO., LTD. in

  • 89 -

October 2017, the supplier relationship with the wafer plant has transitioned to a partner relationship between photomask supplier and wafer customer. The result from such a change is gradually reflected in the increasing photomask orders coming from wafer plants in Taiwan, Korea and so on. On the other hand, as Miracle Technology has three subsidiaries deeply cultivated in the Chinese mainland market, this has also assisted the Company in its business expansion in this market.

  1. Competitive niche

  2. (1) We have sufficient mature process capabilities and advanced development technologies, including 0.18 micron (and above), 0.15 micron, 0.13 micron, 0.11 micron and 90 nanometer, and even 65/55 nanometer, which has been developed for mass production, to provide satisfactory delivery services to our customers.

  3. (2) Mergers and acquisitions with Miracle Technology and Aptos Technology create a more complete service for IC design companies, from photomask manufacturing, foundry service to packaging and testing, providing customers total solutions service.

  4. (3) With advantages in professional photomask technology in addition to integration with Miracle Technology’s professional manufacturing technology, assist customers to develop unique photomask or manufacturing technology heightening customer’s competitiveness.

  5. Factors favorable and unfavorable to the development, and countermeasures

  6. (1) Favorable factors

    • A. Taiwan, China and various countries in South East Asia are expansively building 8-inch and 12-inch foundries engaging in foundry service, this will comparatively increase demands for photomask.

    • B. We have complete and mature photomask technology for 65/55nm (and above) for each process with the product service platforms the processes need.

    • C. The production has reached the economic scale with high yield rate, and has the advantage of certain output value compared with other photomask factories.

    • D. Good financial structure and timely investment in relevant production equipment in response to market demand.

    • E. After merger and acquisition with Miracle Technology, is able to provide a more complete service for IC design companies.

  7. (2) Unfavorable factors

    • A. Changes in the division of profession in the global semiconductor supply chain outsourcing model.

    • B. Insufficient domestic labor supply resulting in a surge in salaries.

    • C. Lack of overseas layout and local production service.

    • D. Late start of middle and high end process, still need to develop and obtain fab certification gradually.

  8. (3) Company countermeasures

    • A. Expedite information processing by purchasing fast computers to process customer’s product design at a faster rate and shorten the delivery time.

    • B. Systemized operations to raise work efficiency, reduce wastage, lower costs, and gradually reduce labor demand.

    • C. Purchase new equipment models, expand production scale, supply various demand levels of photomask, balance profitability standards of various levels of photomask, to increase competition.

    • D. Enhance expansion of overseas businesses, increase revenues and profits.

    • E. Understand the needs of customers and develop the photomasks required for

  9. 90 -

product applications to strengthen customer relationships.

  - F. Collaborate with 12-inch foundries to develop photomask technology, gradually enter a high level market winning customers’ recognition and trust.
  • (II) Key uses and production process of main products Photomask is an irreplaceable mold in the integrated circuit manufacturing process. Basically, photomask is comparable to the film in developing photos, and possesses a similar function to the film, the only difference is its image is in the form of a circuit. Photomask material itself is a very flat glass, it could be quartz glass, soda lime glass or borosilicate glass, coated with an ultrathin layer of chromium. The manufacturing process of photomask involves the following: use the computer to accurately store the circuit patterns required in integrated circuit in a hard drive, followed by using the pattern generator to expose the circuit pattern onto the glass panel which is coated with photosensitive material, passing through development and chemical etching processes to fixate the circuit pattern on the glass panel, then it is ready to pass on to chip manufacturing plant that fabricates wafers for usage.

  • (III) Supply status of main raw materials

  • The blank photomask raw materials that the Company uses are purchased from major producers in Japan and Korea. The protective film is partly supplied from domestic producers and the insufficient portion is purchased from major producers in Japan, USA and Korea. Photomask packaging boxes are partially supplied by domestic suppliers, and the rest are supplied by manufacturers in Japan, the US and Korea. Chemicals are purchased from Japan, the US and Germany, and some domestic manufacturers are capable of supplying the Company.

  • Raw materials can be supplied domestically.

  • As for parts and accessories, key machines are supplied by original equipment suppliers, and some machine parts and accessories are supplied by domestic manufacturers. The Company’s equipment mainly comes from the US, Japan and Germany.

  • (IV) List of major suppliers and customers in the two most recent fiscal years

  • Major Suppliers in the two most recent fiscal years

Unit: NT$Thousand

Items 2022 2022 2023 2023
Name Amount Ratio of the
net purchase
of the year
(%)
Relationship
with the
issuer
Name Amount Ratio of the
net purchase
of the year
(%)
Relationship
with the
issuer
1 KEY
FOUNDRY
Co.,Ltd.
1,478,670 46 None KEY
FOUNDRY
Co.,Ltd.
792,378 26 None
2 Vanguard
International
Semiconductor
Corporation
333,877 10 - - -
3 Others 1,438,436 44 Others 2,199,639 74 None
Net Purchase 3,250,983 100 2,992,017 100

Note: Reasons for changes in proportion of goods imported: Due to the differences in sales proportion of the products, resulting in differences in the imported materials and suppliers.

  • 91 -

2. Major customers in the two most recent fiscal years

Unit: NT$Thousand

Items 2022 2022 2023 2023
Name Amount Ratio of the
net sales of
the year
(%)
Relationship
with the
issuer
Name Amount Ratio of the
net sales of
the year
(%)
Relationship
with the
issuer
1 A 936,993 12 None A 845,000 12 None
2 Others 6,804,125 88 Others 6,354,935 88
Net Sales 7,741,118 100 Net Sales 7,199,935 100

Note: The Company’s clientele is more divided. There was only one customer with net sales for over 10% the last two year.

(V) Production volume and value in the most recent two years

Unit: 1000 pieces / NT$ Thousand

Production
volume
and value
Main Products
2022 2023 2023
Production
capacity
Volume Value Production
capacity
Volume Value
Photomask 68 67 1,796,579 71 64 2,322,564
Wafer Foundry Agency
Services

-(Note 1)
-(Note 1) 2,311,785 -(Note 1) -(Note 1) 1,369,642
Others -(Note 2) -(Note 2) 1,534,129 -(Note 2) -(Note 2) 1,671,360
Total - - 5,642,493 - - 5,363,566

Note 1: Not engaged in production and only received service revenue, therefore, no capacity and production. Note 2: Due to the variety of products and different units, the quantities are not aggregated.

(VI) Sales volume and value in the past two years

Unit: 1000 pieces / NT$ Thousand

I)
Sales volume and
value in the past two years value in the past two years value in the past two years value in the past two years Unit: 1000 pieces / NT$ Thousand Unit: 1000 pieces / NT$ Thousand Unit: 1000 pieces / NT$ Thousand Unit: 1000 pieces / NT$ Thousand
Sales year
Quantit
Main Products
(or department)

2022
2023
Domestic sales Export Domestic sales Export
Volume Value Volume Value Volume Value Volume Value
Mask 38
2,009,758

29

1,877,890

31

1,778,974

33

2,171,435
Wafer Foundry
Agency Services
-(Note 1)
729,345
-(Note 1)
1,717,339
-(Note 1)
346,145

-(Note
1)


1,224,998
Others -(Note 2)
190,163
-(Note 2)
1,216,623
-(Note 2)
714,641

-(Note
2)


963,742
Total -
2,929,266

-

4,811,852

-

2,839,760

-

4,360,175

Note 1: Not engaged in production and only received service revenue, therefore, no capacity and production. Note 2: Due to the variety of products and different units, the quantities are not aggregated.

  • 92 -

III. Employee information

Year 2022 2023
Number of
Employees
Technical personnel
(Engineering)
293 387
Management and
sales personnel
364 374
Operation personnel 434 585
Total 1091 1346
Averageage 40.81 40.84
Averageyears of service 5.66 3.92
Distribution of
Educational
Background
Doctoral degree 1.47 1.34
Master’s degree 16.13 16.42
University (College) 61.04 56.24
Senior High School 19.71 21.69
Below Senior High
School
1.65 4.31

IV. Expenditures on environmental protection

  • (I) No loss incurred due to pollution as of 2023 and up to the date of publication of the annual report.

  • (II) Future countermeasures and possible expenditures

 Countermeasures

The Company’s products go through the processes of exposure, development, chemical etching, stripping, followed by rinsing them in strong acid for cleaning before packaging them. These processes use chemicals for treatment and the Company wants to avoid pollution from occurring, thus, set up a neutralizing treatment tank for treating wastewater containing acids and alkalis from these processes. Wastewater is treated and released controlled within the standards as regulated by laws and regulations on national level and of the science park management bureau. In the area of preventing pollution and environmental protection measures, the Company has comprehensive wastewater and air pollutant emissions treatment equipment. Specifically, for preventing possible long-term damage effects from the wastewater pond polluting underground water sources, the wastewater pond was designed “overhead”, managing personnel can check for leakages anytime. This is the most advanced wastewater treatment equipment globally. Air emissions go through the active carbon adsorption tower and washing column processes before being released. After the wastewater goes through this first stage treatment to meet the standard of the Hsinchu Science Park Bureau for sewer connection, it will be released to the wastewater treatment center of the Science Park for second time treatment.

The Company has placed environmental protection as first priority since establishment, thus, up till now, there have been no occurrences of environmental pollution.

The Company’s products do not have direct or indirect relations to laws and regulations relating to overseas sales to Europe or EU's Restriction of Hazardous Substances (RoHS) Directive.

93

Expenditure for environmental protection

  1. 2023 environmental protection-related expenditures were NT$12,336 thousand, related routine maintenance, cleaning and transportation, treatment, testing and permit application fees were NT$5,082 thousand. NT$7,254 thousand was spent on maintenance and renovation of treatment facilities, of which about NT$5,545 thousand was for wastewater area refurbishment; renewal of scrubber control system for air pollution prevention equipment and scrubber circulating water system to improve removal rate cost about NT$2,300 thousand; the wastewater treatment system was updated to improve the treatment efficiency of wastewater discharge, and automatic control functions were added for control of abnormal water quality backflow for compliance with environmental protection regulations. The waste acid recovery project of the production line of Plant#3 has been officially operational, which has greatly reduced pollution discharge and wastewater dosing, and an average of 13 tons of waste sulfuric acid per month can be recovered.

  2. In 2023, a total of six power-saving projects were implemented, saving 517,138 kWh/year of electricity (accounting for 0.16% of the annual power consumption of TMC), and reducing carbon emissions by 255.98 metric tons of CO2e/year. Examples are as follows:

  3. (1) Seven new inverters were added to the RCU air-conditioning box. By reducing the frequency, each unit saves about 57,754 kwh/year. This year, based on the date of construction, the total power consumption was 233,226 kw in this year.

  4. (2) One old MAU was replaced. The humidification method was changed from electric boiler to water washer, and the heating method was changed from electric heating rod to heat pump, which saved a total of 172,866 kw this year.

  5. (3) The chiller system load is allocated and some motors have been shut down, and 27,375 kw was saved.

  6. (4) The central vacuum system has been configured to reduce the number of small vacuum pumps in the factories, while stabilizing the vacuum pressure, and reduce the standby time caused by replacement. This year, a total of 10,433kw was saved.

  7. (5) A total of 287 FFU units in cleanroom were replaced with high high static pressure energy-saving types, which saved a total of 51,337kw this year.

  8. (6) The cooling tower fins have been replaced with new ones. The average power consumption of the chiller throughout the year is 2,628,000 KW. The replacement of the cooling towers reduces the temperature difference between the cooling water (inlet and return water) by 1ºC, and for every Celsius degree of the temperature difference between inlet and return water saves 2% power consumption. The power consumption of the chiller for the year is 2,628,000KW*2% = 52,560KW, and the total power saved for the year was 21,900 kW.

  9. Future plans

  10. For 2024, an environmental protection budget of NT$15,000 thousand will be for the set up of a waste sulfuric acid recovery system construction

94

project in Plant #1 and #2, which is expected to recover 50 tons a month and reduce the monthly liquid caustic soda added to the wastewater system by 60 tons. In response to the increase to the production capacity, wet bench machine is expected to meet the water conservation goals of 10 ton/day for short-term, 20 ton/day for intermediate-term, and 30 ton/day for long-term, and box washing machine is set up to make the pure water recovery rate from machines reach 100% and return the water to the RO2 system storage tank. Renovation project for the wastewater system of Plant 1, and renovation of the overflow tank and raw water tank were conducted to avoid soil and groundwater pollution. Plant 3 added a zeolite runner VOC treatment system to improve the efficiency of organic waste gas treatment. The acid exhaust system is equipped with an extraction motor automatic backup system to improve the efficiency of the exhaust gas treatment system.

The Company will continue to adhere to the philosophy of social responsibility and sustainability. In response to the increase in production capacity, environmental protection related expenditures, such as routine maintenance, cleaning and transportation, treatment and testing and general maintenance of treatment facilities, will also increase. It is hoped that the promotion of energy conservation and carbon reduction projects will mitigate the environmental impact caused by operations, further creating economic and social values.

V. Labor relations information

  • (I) Employee benefit plans, continuing education, training, retirement systems and the status of their implementation, as well as the status of labor-management agreements and measures for preserving employees' rights and interests.

  • Status of the Company’s employee benefit measures, continuing education and trainings

    • [Salary and motivation system]

      • Salary and multiple rewards system (Dragon Boat Festival, MidAutumn Festival and year-end bonus), additional performance bonus and allocation of earnings, production bonus, station allowance

      • Flexible salary adjustment for individuals

      • Employee bonus, employee stock option

    • [Life care and protection]

      • Enjoy complete group insurance (free life insurance/accident insurance/hospitalization medical treatment/accident medical treatment/occupational hazard)

      • Cash gifts and subsidies for child birth, weddings, death in the family

      • Birthdays/occasions gift vouchers

      • Free annual employee health check-ups

      • Appointed store

      • Welfare committee to regularly organize travels and various sporting events and domestic and overseas travel subsidies

      • Employee health care, regular visits by doctors and nurses providing onsite care, professional consultation sessions and suggestions for employees

      • Christmas party

95

[Convenient facilities]

  • Provides complete indoor employee parking spaces

  • Free gym with dedicated fitness trainer

  • Indoor badminton court, tennis court, table tennis and so on leisure facilities

  • Established lactation room, complete facility for use by female employees

  • Established employee canteen provides free meals, coffee, tea beverages, and 180-inch large screen viewing

  • Provides accommodation for job candidates from other cities

  • [Trainings]

  • Provides new employee educational trainings

  • Conducts work trainings based on the employee’s work requirements

  • Provides external trainings to employees for self-learning and growth

2. Retirement scheme

The Company has established a retirement plan with defined payment for formal employees based on the Labor Standards Act, making monthly payments to the retirement fund account with Bank of Taiwan. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with domestic citizenship. Under the New Plan, the Company contributes monthly an amount not less than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  1. Labor agreement and various employees’ rights and interests’ protection status

  2. Regularly hold labor-management meetings, allowing friendly communications between employees and company.

  3. Provide an internal web-based platform, sharing information and instant interactions with employees.

  4. (II) Any loss sustained by the company as a result of labor disputes and the estimate of losses incurred to date or likely to be incurred in the future in the most recent fiscal year and up to the date of the publication of the annual report: None.

VI. Important contracts

The Company has not entered into any material contracts, except for general commercial transactions.

In addition, the Company also disclosed “material contingent liabilities and unrecognized contractual commitments” in the latest annual (2023) CPA-audited and attested consolidated financial statements. (Page 68)

96

Six. Overview of Financial Status

I. Information on condensed balance sheets and statements of

comprehensive income for the past five fiscal years

  • (I) Condensed balance sheets - IFRS (consolidated)

Unit: NT$ Thousand

(I)Condensed bala (I)Condensed bala nce sheets - IFRS (consolidated) nce sheets - IFRS (consolidated) nce sheets - IFRS (consolidated) Unit: NT$ Thousand Unit: NT$ Thousand
Year
Financial information for thepast
five fiscalyears(Note 1)
Item 2019 2020 2021 2022 2023
Current assets 2,258,934
2,429,726

8,435,838

5,903,882

5,910,895
Property, plant and
equipment
1,546,919
3,108,099

4,142,224

5,883,661

9,405,807
Intangible assets 126,776
173,724

387,866

497,180

721,410
Other assets 1,793,741
3,390,159

3,148,299

5,608,183

4,885,947
Total assets 5,726,370
9,101,708

16,114,227

17,892,906

20,924,059
Liquidity Before
distribution
1,718,406
3,677,416

6,369,661

6,979,765

8,623,904
Liabilities After
distribution
1,971,120
4,056,487

6,852,039

7,584,668

8,997,381
Non-current liabilities 886,506
1,975,859

4,874,387

6,478,934

7,250,839
Total
Liabilities
Before
distribution
2,604,912
5,653,275

11,244,048

13,458,699

15,874,743
After
distribution
2,857,626
6,032,346

11,726,426

14,063,602

16,248,220
Equity attributable to
shareholders of the parent
company
2,990,222
3,538,598

5,100,527

4,546,920

5,123,142
Capital 2,527,136
2,527,136

2,556,735

2,564,465

2,564,465
Capital
surplus
Before
distribution
322,777
439,898

1,315,828

1,251,681

1,439,959
After
distribution
-
-

1,074,639

1,203,289

1,439,959
Retained Before
distribution
977,513
1,405,273

2,165,355

2,499,245

2,291,561
Earnings After
distribution
724,799
1,026,202

1,924,166

1,942,734

1,918,084
Other equityinterests (1,872) 889
4,032

10,508

1,641
Treasurystock (835,332) (834,598) (941,423) (1,778,979) (1,174,484)
Non-controlli ngInterests 131,236
(90,165)
(230,348) (112,713) (73,826)
Equity Before
distribution
3,121,458
3,448,433

4,870,179

4,434,207

5,049,316
Total
Amount
After
distribution
2,868,744
3,069,362

4,387,801

3,829,304

4,675,839

Note 1: The aforementioned financial information from 2019 to 2023 were audited and verified by a certified accountant.

Note 2: The Company’s Board meeting resolved on March 6, 2024 to distribute a cash dividend of NT$1.5 per common share from the 2023 earnings, with a total dividend of $373,477 thousand.

97

(II) Condensed statements of comprehensive income - IFRS (Consolidated)

Unit: NT$ Thousand (Loss per share expressed in NT$)

Year
Item
Financial information for thepast five fiscalyears(Note 1) Financial information for thepast five fiscalyears(Note 1) Financial information for thepast five fiscalyears(Note 1) Financial information for thepast five fiscalyears(Note 1) Financial information for thepast five fiscalyears(Note 1)
2019 2020 2021 2022 2023
Operatingincome 3,468,682
4,666,756

6,077,362

7,741,118

7,199,935
Grossprofit 612,402
943,086

1,409,380

2,098,625

1,836,369
Operatingincome 7,329
344,153

434,012

1,248,276

748,631
Non-operating
income and
expenses
367,188
286,388

744,086

(574,563)

(302,831)
Earnings Before
Tax
374,517
630,541

1,178,098

673,713

445,800
Net income of
current period from
continuing
operations
311,940
486,307

886,561

445,632

164,284
Loss from
discontinued
operations
-
-

-

-

-
Net profit (loss)
for theperiod
311,940
486,307

886,561

445,632

164,284
Other
comprehensive
income for the
period (net after
tax)
(8,340)
3,185

4,332

3,820

(10,012)
Total
comprehensive
income for theyear
303,600
489,492

890,893

449,452

154,272
Net profit
attributable to
shareholders of the
parent company
431,254
683,897

1,185,777

703,519

366,126
Net profit
attributable to non-
controlling
interests
(119,314)
(197,590)

(299,216)

(257,887)

(201,842)
Total
comprehensive
income attributable
to shareholders of
theparent entity
423,056
687,082

1,190,109

707,339

356,114
Total
comprehensive
income attributable
to non-controlling
interests
(119,456)
(197,590)

(299,216)

(257,887)

(201,842)
Earningsper share 2.19
3.34

5.65

3.37

1.75

Note 1: The aforementioned financial information from 2019 to 2023 were audited and verified by a certified accountant.

98

(III) Condensed balance sheets - IFRS (parent company only)

Unit: NT$Thousand

Year
Items
Year
Items

2019
2020 2021 2022 2023
Current assets 1,561,615
1,809,099

3,506,849

2,668,405

1,954,288
Property, plant and
equipment
1,369,968
2,746,203

3,178,465

4,762,328

7,862,213
Intangible assets 2,177
2,366

8,518

41,720

45,675
Other assets 1,980,152
3,035,145

4,849,712

5,604,176

4,707,095
Total assets 4,913,912
7,592,813

11,543,544

13,076,629

14,569,271
Current
liabilities
Before
distribution
1,157,150
2,013,853

1,635,143

2,442,523

2,869,836
After
distribution
1,409,864
2,392,924

2,117,520

3,047,426

3,243,313
Non-current liabilities 766,540
2,040,362

4,807,874

6,087,186

6,576,293
Other liabilities
Total
Liabilities
Before
distribution
1,923,690
4,054,215

6,443,017

8,529,709

9,446,129
After
distribution
2,176,404
4,433,286

6,925,394

9,134,612

9,819,606
Capital 2,527,136
2,527,136

2,556,735

2,564,465

2,564,465
Capital
surplus
Before
distribution
322,777
439,898

1,315,828

1,251,681

1,439,959
After
distribution
-
198,709

1,074,639

1,203,289

1,439,959
Retained
earnings
Before
distribution
977,513
1,405,273

2,165,355

2,499,245

2,291,561
After
distribution
724,799
1,164,084

1,924,166

1,942,734

1,918,084
Other equity interests (1,872) 889
4,032

10,508

1,641
Treasurystock (835,332) (834,598) (941,423) (1,778,979) (1,174,484)
Total Equity Before
distribution
2,990,222
3,538,598

5,100,527

4,546,920

5,123,142
After
distribution
2,737,508
3,056,220

4,618,150

3,942,017

4,749,665

Note 1: The aforementioned financial information from 2019 to 2023 were audited and verified by a certified accountant.

Note 2. The Company’s Board meeting resolved on March 6, 2024 to distribute a cash dividend of NT$1.5 per common share from the 2023 earnings, with a total dividend of $373,477 thousand.

99

(IV) Condensed statements of comprehensive income - IFRS (parent company only)

Unit: NT$ Thousand

(Loss per share expressed in NT$)

Year
Items

2019
2020 2021 2022 2023
Operatingincome 1,658,131
2,175,018

2,773,339

3,887,648

3,985,541
Grossprofit 513,182
851,193

1,319,187

2,091,069

1,662,977
Operatingincome 234,693
539,949

738,136

1,661,579

1,130,248
Non-operating income and
expenses
230,133
206,941

624,859

(766,410)

(517,953)
Netprofit(loss)before tax 464,826
746,890

1,362,995

895,169

612,295
Net profit from continuing
operations
431,254
683,897

1,185,777

703,519

366,126
Profit or loss from discontinued
operations
-
-

-
Netprofit(loss)for theperiod 431,254
683,897

1,185,777

703,519

366,126
Other Comprehensive Profit or
Loss
(8,198)
3,185

4,332

3,820

(10,012)
Total comprehensive income for
theyear
423,056
687,082

1,190,109

707,339

356,114

Note: The aforementioned financial information was audited and verified by a certified accountant.

(V) Names and opinions of auditors for the past five years

Year of
Certifying
Certifying CPA Audit Opinions
2019 Tien-I Li,Ya-Hui Cheng An unqualified opinion
2020 Tien-I Li,Ya-Hui Cheng An unqualified opinion
2021 Tien-I Li,Ya-Hui Cheng An unqualified opinion
2022 Ya-Hui Cheng,Chien-Yu Liu An unqualified opinion
2023 Ya-Hui Cheng,Chien-Yu Liu An unqualified opinion

100

II. Financial analysis for the most recent five fiscal years

(I) Financial analysis - IFRS (Consolidated)

Year (Note 1)
Items to be analyzed(Note2)
Year (Note 1)
Items to be analyzed(Note2)

2019
2020 2021 2022 2023
Financial
position
(%)
Debt to assetratio 45.49
62.33

69.78

75.22

75.87
Long-term fund to
property, plant and
equipment ratio
259.09
173.06

235.25

185.48

130.77
Solvency
(%)
Current ratio 131.46
66.33

132.44

84.59

68.54
Quick ratio 114.02
57.67

123.27

74.45

56.49
Timesinterest earned 24.63
20.09

12.72

4.79

2.52
Operating
performance
Average collection
turnover(times)
5.20
5.71

5.57

5.56

4.80
Days sales outstanding 70
64

66

66

76
Average inventory turnover
(times)

8.74

16.53

14.86

13.85

9.89
Average payment turnover
(times)
9.42
9.71

10.68

12.61

12.17
Average inventory turnover
days

42

22

25

26

37
Property, plant and
equipment turnover(times)
2.76
2.00

1.68

1.54

0.94
Total assets turnover
(times)
0.72
0.63

0.48

0.46

0.37
Profitability Return on assets(%) 6.77
6.93

7.67

3.46

2.06
Return on equity (%) 10.95
14.88

21.32

9.58

3.46
Pre-tax income to
paid-in capital(%)
14.82
24.95

46.08

26.27

17.38
Netprofit margin(%) 8.99
10.42

14.59

5.76

2.28
Earningsper share(NTD) 2.19
3.34

5.65

3.37

1.75
Cash flow Cash flow ratio(%) 39.09
(1.95)
(19.88) 20.24
9.47
Cash flow adequacy ratio
(%)
95.24
30.20

(3.74)

6.30

11.92
Cash flow reinvestment
ratio(%)
11.71
(7.59)

(16.95)

9.09

2.34
Leverage Operatingleverage 112.19
3.37

4.44

2.54

3.93
Financial leverage (0.86) 1.11
1.30

1.17

1.64
Reasons for changes in the financial ratios in the past two years:
1. Financial structure (long-term capital to property, plant and equipment) and debt service (quick ratio,
interest coverage ratio): mainly due to the working capital was used to expand the business of high-end
products, as well as issuance of secured common corporate bonds to purchase fixed assets for better
capacity, in addition to revitalization of assets to obtain medium- and long-term working capital.
2. Operating performance (inventory turnover ratio, average sales days, property, plant and equipment
turnover ratio): mainly due to the impact of inventory adjustment in the supply chain, resulting in a
decrease in revenue and an increase in inventory by the subsidiaries. In addition, fixed assets were
purchased to increase capacity for expanding the business of high-end products.
3. Profitability (return on assets, return on equity, pre-tax income to paid-in capital ratio, net profit margin,
earnings per share): Mainly due to the impact of inventory adjustment in the supply chain, resulting in a
decrease in revenue and an increase in inventory by the subsidiaries.
4. Cash flow (cash flow ratio, cash flow adequacy ratio, cash flow reinvestment ratio): Mainly due to
decrease in net cash outflows from operating activities in the current period compared with the previous
period.
4. Leverage (operating and financial leverage): mainly due to the decrease in operating profit in the current
period compared with the increase in the sameperiod lastyear.
  • Note 1: The aforementioned financial information from 2019 to 2023 were audited and verified by a certified accountant.

101

Note 2: Calculation formula for items to be analyzed as shown below:

  1. Capital structure

  2. (1) Debt-to-asset ratio = Total liabilities / Total assets

  3. (2) Long-term fund to property, plant and equipment ratio = (Shareholders’ equity + noncurrent liabilities) /Net property, plant and equipment

  4. Solvency

  5. (1) Current ratio = Current assets / Current liabilities

  6. (2) Quick ratio = (Current assets – inventories – prepaid expenses) / Current liabilities

  7. (3) Times interest earned = Earnings before interest and taxes / Interest expenses

  8. Operating performance

  9. (1) Receivables (including accounts receivable and notes receivable due to business operation) turnover = Net sales / the balance of average receivables of different periods (including accounts receivable and notes receivable due to business operation)

  10. (2) Days sales outstanding = 365 / Average collection turnover

  11. (3) Average inventory turnover = Operating costs / Average inventory

  12. (4) Payables (including accounts payables and notes payable due to business operation) turnover = Cost of goods sold / the balance of average payables of different periods (including accounts payables and notes payable due to business operation)

  13. (5) Average inventory turnover days = 365 / Average inventory turnover

  14. (6) Property, plant and equipment turnover = Net sales / Average property, plant and equipment

  15. (7) Total assets turnover = Net sales / total assets

  16. Profitability

  17. (1) Return on total assets = [Net income + Interest expenses x (1 – tax rate)] / Average total assets

  18. (2) Return on equity attributable to shareholders of the parent = Net income attributable to shareholders of the parent / Average equity attributable to shareholders of the parent

  19. (3) Net margin = Net income / Net sales

  20. (4) Earnings per share = (Net income attributable to shareholders of the parent – preferred stock dividend) / Weighted average number of shares outstanding

  21. Cash flow

  22. (1) Cash flow ratio = Net cash provided by operating activities / Current Liabilities

  23. (2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividend

  24. (3) Cash flow reinvestment ratio = (Cash provided by operating activities – cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital)

  25. Leverage

  26. (1) Operating leverage = (Net sales – variable cost) / Operating income

  27. (2) Financial leverage = Operating income / (Operating income – interest expenses)

102

(II) Financial analysis - Adopt IFRS (parent-only)

Year (Note 1)
Items to be analyzed(Note 2)
Year (Note 1)
Items to be analyzed(Note 2)

2019
2020 2021 2022 2023
Financial
position
(%)
Debt to asset ratio 39.15
53.40

55.81

65.23

64.84
Long-term capital to property,
plant, and equipmentratio
274.22
203.15

311.74

223.3

148.81
Solvency
(%)
Currentratio 134.95
89.83

214.47

109.25

68.1
Quick ratio 120.59
81.13

205.43

100.08

60.17
Times interest earned 33.34
27.92

25.37

10.76

4.77
Operating
performance
Average collection turnover
(times)
4.59
5.36

5.37

5.52

5.31
Days sales outstanding 80
68

68

66

69
Average inventory turnover
(times)
8.61
10.65

13.17

15.72

18.71
Average payment turnover
(times)
14.07
12.92

15.27

18.87

20.5
Average inventoryturnover days
42

34

28

23

20
Property, plant and equipment
turnover(times)
1.49
1.06

0.94

0.98

0.63
Total assets turnover(times) 0.39
0.35

0.29

0.32

0.29
Profitability Returnonassets (%) 10.48
11.29

12.86

6.31

3.59
Returnonequity (%) 15.54
20.95

27.45

14.58

7.57
Pre-tax income to paid-in capital
(%)

18.39

29.55

53.31

34.91

23.88
Netprofit margin(%) 26.01
31.44

42.76

18.1

9.19
Earningsper share(NTD) 2.19
3.34

5.65

3.37

1.75
Cash flow Cash flow ratio(%) 48.57
32.46

20.28

69.5

58.82
Cash flow adequacyratio(%) 118.42
60.39

44.49

41.19

42.21
Cash flow reinvestment ratio
(%)
8.20
6.57

(0.46)

9.00

8.63
Leverage Operatingleverage 3.74
2.36

2.48

1.75

2.52
Financial leverage 1.07
1.05

1.08

1.06

1.17
Reasons for changes in the financial ratios in the past two years:
1. Financial structure (long-term capital to fixed assets) and debt service (current ratio, quick ratio, interest
coverage ratio): mainly due to the increase in customer demand, the issuance of convertible bonds for the
acquisition of fixed assets to increase production capacity, and the revitalization of assets to obtain
medium- and long-term working capital.
2. Operating performance (property, plant, and equipment turnover): due to the purchase of fixed assets.
3. Profitability (return on assets, return on equity, pre-tax income to paid-in capital ratio, net profit margin,
earnings per share): Mainly due to losses in non-operating investments.
4. Leverage (operating leverage): mainly due to the decrease in operating profit in the current period
compared with the increase in the sameperiod lastyear.
  • Note 1: The aforementioned financial information from 2019 to 2023 were audited and verified by a certified accountant.

103

Note 2: Calculation formula for items to be analyzed as shown below:

  1. Capital structure

  2. (1) Debt-to-asset ratio = Total liabilities / Total assets

  3. (2) Long-term fund to property, plant and equipment ratio = (Shareholders’ equity + noncurrent liabilities) /Net property, plant and equipment

  4. Solvency

  5. (1) Current ratio = Current assets / Current liabilities

  6. (2) Quick ratio = (Current assets – inventories – prepaid expenses) / Current liabilities

  7. (3) Times interest earned = Earnings before interest and taxes / Interest expenses

  8. Operating performance

  9. (1) Receivables (including accounts receivable and notes receivable due to business operation) turnover = Net sales / the balance of average receivables of different periods (including accounts receivable and notes receivable due to business operation)

  10. (2) Days sales outstanding = 365 / Average collection turnover

  11. (3) Average inventory turnover = Operating costs / Average inventory

  12. (4) Payables (including accounts payables and notes payable due to business operation) turnover = Cost of goods sold / the balance of average payables of different periods (including accounts payables and notes payable due to business operation)

  13. (5) Average inventory turnover days = 365 / Average inventory turnover

  14. (6) Property, plant and equipment turnover = Net sales / Average property, plant and equipment

  15. (7) Total assets turnover = Net sales / total assets

  16. Profitability

  17. (1) Return on total assets = [Net income + Interest expenses x (1 – tax rate)] / Average total assets

  18. (2) Return on equity attributable to shareholders of the parent = Net income attributable to shareholders of the parent / Average equity attributable to shareholders of the parent

  19. (3) Net margin = Net income / Net sales

  20. (4) Earnings per share = (Net income attributable to shareholders of the parent – preferred stock dividend) / Weighted average number of shares outstanding

  21. Cash flow

  22. (1) Cash flow ratio = Net cash provided by operating activities / Current Liabilities

  23. (2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividend

  24. (3) Cash flow reinvestment ratio = (Cash provided by operating activities – cash dividends) / (Gross property, plant and equipment + long-term investments + other noncurrent assets + working capital)

  25. Leverage

  26. (1) Operating leverage = (Net sales – variable cost) / Operating income

  27. (2) Financial leverage = Operating income / (Operating income – interest expenses)

104

III. Audit Committee’s audit report of the Financial Statements for the most recent fiscal year

Taiwan Mask Corporation

Audit Committee’s Audit Report

We have reviewed the Company’s 2023 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 2023 Annual General Meeting

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

Taiwan Mask Corporation

==> picture [60 x 71] intentionally omitted <==

Audit Committee convener: WANG, WEI-CHEN

March 6, 2024

105

Taiwan Mask Corporation

Consolidated Financial Statements Declaration

The companies that are required to be included in the affiliated companies consolidated financial statements as of and for the year ended on December 31, 2023, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements of parent company and subsidiaries prepared in conformity with the International Accounting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the affiliated companies consolidated financial statements is included in the consolidated financial statements of the aforesaid parent company and subsidiaries. Consequently, do not prepare a separate set of consolidated financial statements of the affiliated companies.

Very truly yours

==> picture [96 x 93] intentionally omitted <==

Company Name: Taiwan Mask Corporation Person in Charge: Sean Chen

March 6, 2024

106

  • IV. Parent-only financial statements for the most recent fiscal year (2023) audited and attested by certified public accountants: Please refer to Attachment 1.

  • V. Consolidated financial statements for the most recent fiscal year (2023) audited and attested by certified public accountants: Please refer to Attachment 2.

  • VI. If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation: None.

107

Seven. Review and Analysis of Financial Position and Financial Performance and Risks

I. Financial position

  • (I) Changes to liabilities and stockholders’ equity in the two most recent years

Unit: NT$ Thousand

Unit: NT$Thousand Unit: NT$Thousand
Year
Items

2022
2023 Difference
Amount %
Current assets 5,903,882
5,910,895

7,013

0.12
Fixed assets 5,883,661
9,405,807

3,522,146

59.86
Other assets 6,105,363
5,607,357

(498,006)
(8.16)
Total assets 17,892,906
20,924,059

3,031,153

16.94
Current liabilities 6,979,765
8,623,904

1,644,139

23.56
Non-current
liabilities
6,478,934
7,250,839

771,905

11.91
Total Liabilities 13,458,699
15,874,743

2,416,044

17.95
Capital 2,564,465
2,564,465

0

0.00
Capital surplus 1,251,681
1,439,959

188,278

15.04
Retained earnings 2,499,245
2,291,561

(207,684)
(8.31)
Other equity
interests
10,508
1,641
(8,867)
(84.38)
Treasurystock (1,778,979) (1,174,484) 604,495
(33.98)
Non-controlling
Interests
(112,713)
(73,826)

38,887

(34.50)
Total Equity 4,434,207
5,049,316

615,109

13.87
  • (II) Analysis of changes in proportion

  • Fixed assets increased by 59.86% due to the purchase of machinery and equipment and the construction of a clean room.

  • Current liabilities increased by 23.56% due to the increase in bank borrowings.

  • Other equities decreased by 84.38%, which was due to the decrease in the exchange difference arising on translation of foreign operations.

  • Treasury stocks decreased by 33.98%, due to the transfer of treasury stocks to employees in the current period.

  • Non-controlling interests decreased by 34.50% due to the increase in investment in the capital increase of a subsidiary.

108

II. Financial performance

(I) Financial performance comparison analysis table

inancial performance
(I) Financial performance comparison analysis table
inancial performance
(I) Financial performance comparison analysis table
inancial performance
(I) Financial performance comparison analysis table
inancial performance
(I) Financial performance comparison analysis table
inancial performance
(I) Financial performance comparison analysis table
Unit: NT$ Thousand
Year
Item
2022
2023
Amount
increase
(decrease)
Change in
proportion
(%)
Operatingincome
7,741,118
7,199,935
(541,183)
(6.99)
Operating costs
5,642,493
5,363,566
(278,927)
(4.94)
Gross profit
2,098,625
1,836,369
(262,256)
(12.50)
OperatingExpenses
850,349
1,087,738
237,389
27.92
Operating profit(loss)
1,248,276
748,631
(499,645)
(40.03)
Non-operatingincomeand expenses
(574,563)
(302,831)
271,732
(47.29)
Net income (loss) of this period from
continuing operations
445,632
164,284
(281,348)
(63.13)
Other consolidated profit and loss after
taxes
3,820
(10,012)
(13,832)
(362.09)
Total comprehensive income for the
year
449,452
154,272
(295,180)
(65.68)
Year
2022
2023 Amount
i
Change in
i
Item ncrease
(decrease)
proporton
(%)
Operatingincome 7,741,118
7,199,935

(541,183)
(6.99)
Operating costs 5,642,493
5,363,566

(278,927)
(4.94)
Gross profit 2,098,625
1,836,369

(262,256)
(12.50)
OperatingExpenses 850,349
1,087,738

237,389

27.92
Operating profit(loss) 1,248,276
748,631

(499,645)
(40.03)
Non-operatingincomeand expenses (574,563) (302,831) 271,732
(47.29)
Net income (loss) of this period from
continuing operations
445,632
164,284

(281,348)

(63.13)
Other consolidated profit and loss after
taxes

3,820

(10,012)

(13,832)

(362.09)
Total comprehensive income for the
year
449,452
154,272

(295,180)

(65.68)
  • (II) Analysis of changes in proportion

  • The operating expenses increased by 27.92% and the net operating income decreased by 40.03%, due to the investment in research and development of new processes, development of new products, and the merger of Moment Semiconductor and Pilot in the current period.

  • Non-operating income and expenses decreased by 47.29%, mainly due to the decrease in valuation of financial assets.

  • The net profit of continuing operations for the current period decreased by 63.13%, and the total comprehensive income of the current period decreased by 65.68%, mainly due to the decrease in the profit of the main business.

  • Other comprehensive income for the current period decreased by 362.09%, mainly due to the decrease in exchange differences from the financial statements of foreign operating organizations for the current period.

  • (III) Expected sales volume and its basis, potential effects to future company finance and operations and contingency plan

  • In response to future trends of IC manufacturing technology advancement, current matured technology facilities owned by the Company are not sufficient to meet the demands of IC design companies. Thus, there are plans to purchase photomask equipment with high-level technology to satisfy customer demands for high-level manufacturing, and to elevate the Company’s overall competitiveness. Estimated photomask sales volume in 2024 is expected to increase by 20% from 2023. The Company is actively reducing cost and various expenses, continues to research and develop and upgrade its technology to improve operations and increase profits.

109

III. Cash flow

  • (I) Analysis of the changes in the cash flow in the past two years
Year
2022
2023 Ratio increase
Item (decrease)
Cash flow ratio 20.24
9.47

(10.77)pps
Cash flow adequacy ratio 6.30
11.92

5.62pps
Cash flow reinvestment
ratio
9.09
2.34

(6.75)pps
  • (II) Explanation of changes in the ratio

Cash flow ratio, cash flow adequacy ratio, and cash flow reinvestment ratio: Mainly due to

decrease in net cash inflows from operating activities in the current period compared with the previous period.

  • (III) Improvement plan for liquidity shortfall

The Company does not observe signs of insufficient liquidity, thus, not applicable.

  • (IV) Cash flow analysis for the coming year
Unit: NT$Thousand Unit: NT$Thousand
Opening
Balance
(1)
Estimated cash
flow from
operating
activities(2)
Estimated cash
flow from
investment and
financing
activities(3)
Estimated cash
balance
(shortfall)
amount
(1)+(2)+(3)
Remedy for
insufficient cash
investment
plan

Financing
plan
1,364,106 1,361,196 (3,575,193) (849,891) - 6,000,000
  1. Operating activities: Mainly estimated cash generated from sales and added depreciation with no cash flow.

  2. Investment activities: It is expected that there will be purchases of machinery and equipment, therefore, investment activities will have situations of net cash used.

IV. Effects of major capital expenditures on finance and operation in the most recent fiscal year

  • (I) Usage situations of major capital expenditures and funds transactions

Unit: NT$ Thousand

Unit: NT$ Thousand Unit: NT$ Thousand
Project item Actual or planned
source of capital
Actual usage of funds
2022 2023
1. Buildings and structures Operating profit,
issuance of
convertible
corporate bonds
and medium and
long-term
borrowings.
2,911,204 3,179,581
2. Exposure equipment
3. Test system
4. Measurement equipment
5. Process equipment
6. Repair system
7. Environmental
equipment

110

(II) Expected possible benefits generated

  1. Estimated to increase production and sales volume, value and gross profit
Unit: Pieces;NT$ Thousand Unit: Pieces;NT$ Thousand Unit: Pieces;NT$ Thousand
Year Items Unit Production
volume
Sales
volume
Sales value Gross profit
2024 Photomask Pieces 11,000 11,000 1,320,000 660,000
2025 Photomask Pieces 12,000 12,000 1,560,000 780,000

2. Description of other benefits

  • (1) Continue to invest and develop unique and large-size photomasks, improve yield rate and increase market share. In response to the domestic industrial development, develop the technology required for finer fabrication, and expand production capacity to support the development of more automation industries.

  • (2) The photomask needed in submicron requires precision equipment to work with, the equipment purchased can inspect for defects that are smaller, so as to provide better quality photomask to downstream wafer plants, further improving the yield rate of wafer manufacturing.

  • (3) Since the opening of the Company’s plant, we have placed environmental protection as first priority. The environmental equipment used are the most advanced wastewater and air emissions treatment systems globally, wastewater and air emissions are released within standards.

V. The Company’s reinvestment policy for the most recent fiscal year, the main reasons for the generated profits/losses, the plan for improving re-investment profitability and investment plans for the coming year

The Company’s re-investment are strategic investments, recognized investment losses based on the equity method of the 2023 consolidated financial statement is at NT$85,789 thousand. Reasons for the loss and improvement plan are as shown below:

Investee Profit (loss) of
the investee for
the current
period

Investment
profit (loss)
recognized for
the current
period
Reasons Improvement plan
Advagene
Biopharma
Co., Ltd.
(91,817)
(27,854)

Currently at the research
and development stage,
and continue to invest in
research and
development
expenditures, resulting
in net losses.
The Company continuously
focuses on the R&D of
intranasal vaccine and various
mucous membrane immune
therapy treatment, and not ruling
out the possibility of licensing
the products to multinational
pharmaceutical companies in a
mutually beneficial win-win
model and establishing long-
termpartnerships with them.
Weida Hi-
Tech Co., Ltd.

(210,648)

(57,935)

The semiconductor
supply chain increased
inventory. In order to
digest the inventory, the
revenue declined.
Enhance inventory closeout, and
develop touch applications for
All-in-Ones, laptops, and
industrial control application
panels to increase revenue.

111

VI. Analysis and assessment of risks

(I) Impact of interest rate, exchange rate fluctuation and inflation on the Company’s profit and loss and the future responsive measures for the most recent fiscal year and until annual report publication date.

Items Impact to the
Company’s profit and
loss
Future countermeasures
Changes
in interest
rate
Interest rate increases or
decreased by 0.25% /
Net income after tax
increases or decreases
2023 NT$19,544
thousand
The interest rate risk of Taiwan Mask mainly comes from
financial liabilities, and most of the long-term financial
liabilities are with fixed interest rates. To reduce risks, the
Company will make good use of various financial
instruments and lock in favorable fixed interest rates
depending on market conditions, to reduce the risks of
interest rate fluctuations.
Exchange
rate
fluctuation

Exchange rate
fluctuation 1% / Increase
in gains (losses)
2023 NT$8,983
thousand

Adopt natural hedging measures as the countermeasure.
Inflation No impacts Inflation situations in the most recent fiscal year have
limited impacts to the Company’s gains or losses, continue
to take note of changes in domestic and overseas economies.

(II) In the two most recent fiscal years and until the publication date of the annual report, the policy, main reason for profit or loss, and future countermeasures of high-risk investments, high-leverage investments, loans to other parties, endorsements/guarantees, and derivatives transactions.

  1. In the most recent fiscal year and until the publication date of the annual report, high-risk investments, high-leverage investments and derivatives transactions: None.

  2. Loans to Others

. Loans to Others
Unit: NT$Thousand
Company that lent funds
Borrowing party
Type December 31,
2023
March 31,
2024
Youe Chung Capital
Corporation
Aptos Technology INC. Working Capital
Turnover

270,000
310,000
Xsense Technology
Corporation (B.V.I.)
Taiwan Branch
Working Capital
Turnover

270,000
270,000
Innova Vision INC. Working Capital
Turnover

90,000
150,000
Moment Semiconductor,
Inc.
Working Capital
Turnover

30,000
0
Miracle Technology
CO.,LTD.
Aptos Technology INC. Working Capital
Turnover

170,000
170,000
Pilot Battery Co., Ltd. Xsense Technology
Corporation (B.V.I.)
Taiwan Branch
Working Capital
Turnover

50,000
50,000
Miko-China Enterprise
(Shanghai) Co.,Ltd.
Sichuan Miracle Power
Technology Co.,Ltd.
Working Capital
Turnover

0
44,080

112

3. Endorsement and guarantee

Unit:NT$Thousand
Endorser/guarantor Party being
endorsed/guaranteed
December 31, 2023 March 31, 2024
Taiwan Mask Corporation Miracle Technology
CO.,LTD.
214,935 128,000
Miko-China Enterprise
(Shanghai) Co.,Ltd.
Miracle Technology
CO.,LTD.
224,165 224,808
Miracle Technology CO.,
LTD.
Xsense Technology
Corporation (B.V.I.)
Taiwan Branch
150,000 150,000
Miracle Technology CO.,
LTD.
Aptos Technology
INC.
20,000 20,000
Pilot Battery Co.,Ltd. ADL Energy Corp 30,000 0
Pilot Battery Co., Ltd. Youe Chung Capital
Corporation
0 100,000
  • (III) Research and development programs in the future and the expenditures expected

  • To elevate competitiveness and to satisfy demands from customers and markets, it is expected to continue to invest in human resources and expenditures to research and develop high level photomask products, advanced manufacturing processes and so on technology development in the future, to maintain leading position in technology and product yield rate. In 2024, the expected research and development expenses will be approximately NT$550 million.

  • (IV) Effect on the Company’s financial operations of important policies adopted and changes in the legal environment at home and abroad, and countermeasures The Company abides by national policies and laws, related units monitor closely to any changes in major policies and laws and cooperate to adjust the company’s internal system and operations activities to ensure smooth operations of the company.

  • (V) Effect on the Company’s financial operations of developments in science and technology as well as industrial change, and measures to be taken in response

  • Semiconductor technology is constantly developing towards the precision manufacturing process, it will increase demands for high level photomasks relatively. The Company continues to expand its production capacity, purchase high level manufacturing machinery, and currently the company is in sound financial position, which is sufficient to respond to the company’s future technology development demand. Impacts to the company’s finance and business from technology changes and industry changes are limited.

  • Information security risk assessment

    • (1) Cybersecurity risk management framework

      • The Company’s dedicated information security unit “IT Management department” is responsible for the Company’s information security governance, planning, supervision and execution, to build a total information security defense capability and good employee awareness of information security.

      • Hold information security management review meeting every year (for information security management system, information security policy) → Held in August 2023

      • The head of the information unit reports the implementation status of the information security management system in the Company's monthly meetings.

    • (2) Cybersecurity policy and specific management program

      • The Company’s information security management policy, “Provide a reliable information security operating environment and maintain the legal use of information systems and data to ensure the continuous and normal operation of company services and achieve the Company’s information security management goals.”

113

  • In order to effectively implement the information security management system, our specific practices are as follows:

  • A. Establish procedures for information processing system management to protect computer and internet security, implementing information security management through strengthening the concept, preventive measures, conduct records, active precaution, regular audits and so on procedures.

  • B. Formulate information security events notification management procedures assigning related personnel with necessary responsibility to facilitate rapid handling of information security incidents.

  • C. Establish information security facilities and systems change management notification mechanisms to prevent leaks in system security.

  • D. Handle prudently and protect personal data in accordance with the provisions as stipulated in “Computer-Processed Personal Data Protection Law.”

  • E. Establish backup facility, rigorous backup necessary data for 321 principle, software and backup procedures, to prepare for disaster or malfunction in storage media, enabling rapid recovery back to normal operation. However, it is not possible to guarantee a complete avoidance of illegal intrusion by third parties who use internet virus attack, serious internet attacks may result in system problems interrupting the company’s operations or prying of confidential information. These attacks may result in compensations to customers of the losses incurred from delays or interruptions from the company, or the need to bear expenses for rebuilding system security protection.

  • F. Improve employees’ information security awareness and regularly conduct social engineering drills and information security education and training sessions.

  • G. Develop risk assessment operations and take appropriate corrective and preventive measures for high-risk services to educe the probability or impact of risks.

  • H. Hold management review meetings every year to review the operation of the information security management system and the related improvements, maintenance and operation of documents at all levels.

  • I. Establish access control and management procedures, and standardize access control requirements for company systems, networks, and data, including configuration and management of employee accounts, passwords, and access authority to prevent information security incidents of unauthorized access to information assets.

  • J. Formulate remote work methods, and standardize the requirements of remote work environment, connection and computer, so that employees can comply with the authorization and requirements of the Company's information security management system in the remote work scenario.

  • K. Establish physical security control measures to regulate the Company's access requirements, including regulations on the devices carried by personnel and regulations on visitor access, to avoid information security incidents due to the leakage of internal sensitive information.

  • We have joined the Taiwan Computer Emergency Response Team/Coordination Center (TWCERT/CC) in 2022 to process information.

  • (3) Resources committed to cybersecurity management.

  • Number of information security personnel (14 representatives from each department and 20 from the Information Management Department): 34

  • Information security management review meeting every year → Held in August 2023 - Information security monthly meeting

  • (4) Adopt the information security management system standards, and obtain third-party verification.

114

     - We obtained the ISO/IEC 27001:2013 Information security management systems verification in October 2020, and completed the 2nd annual audit verification for the ISO 27001 at the end of 2022.

  - (5) Information security risk events

     - The Company has not discovered any information security risk events in 2023.
  • (VI) Effect on the Company’s crisis management from changes in the Company’s corporate image and measures to be taken in response: None.

  • (VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: None.

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: None.

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:

  • In response to frequent changes to market demands, supply aspects need to have flexibility. Various major materials required by the Company’s operations are steadily supplied by multiple suppliers. There have been plans each year in assessing new suppliers. The company plans to collaborate actively with suppliers for the supply of raw materials and equipment required by operations in the coming one year.

  • Major sales customers of the Company are well-known companies, proportion of revenues from customers are diverted across major industries, there are no risks of concentration of sales.

  • (X) Effect upon and risk to the Company in the event a major quantity of shares belonging to a director or shareholder holding greater than a 10% stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: The Company’s major shareholders are fairly supportive of the company’s operations and management levels and submit timely reports to the Board of Directors and on shareholding situations of the top 10% major shareholders in accordance with the Securities and Exchange Act. There have been no situations of transfer of major quantities of shares or changed hands in the most recent fiscal year and up to the annual report publication date, thus, it has no effects on the Company.

  • (XI) Effect upon and risk to Company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None.

  • (XII) Litigation or non-litigation matters, list major litigations, non-litigation or administrative litigation matters where a court’s decision has been made or action is still pending of the company and company directors, supervisors, president, the de facto responsible persons, shareholders with over 10% shareholding, where the results may have a significant impact on shareholders’ rights and interests or prices of securities, shall disclose facts of disputes, price or claim value, litigation start date, major parties of the litigation and handling situation up to publication date of the annual report: None.

(XIII) Other important risks, and countermeasures being or to be taken: None.

VII. Other important matters: None.

115

Eight. Special Items to be Included

I. Information of affiliated companies

(I) Organizational chart of affiliated companies

December 31, 2023

==> picture [722 x 145] intentionally omitted <==

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

Taiwan Mask Corporation
Youe Chung Capital
Corporation Miracle Technology CO., LTD. 100% International Holding Inc. Sunny Lake Park 100% Innova Vision Inc. 91.53% ONE TEST SYSTEMS 100% Pilot Battery Co., Ltd. 20.00%
100%
Aptos Technology INC. 100% Innova Vision INC.0.19% DIGITAL-CAN TECH. CO., LTD.57.39% Xsense Technology Corporation 100% Corporation 53.00%Xsense Technology Pilot Battery Co., Ltd. 38.89% Moment Semiconductor, Inc. 53.33% Enterprise(Shanghai) Co., Miracle International Ltd. 100% Jing Hao Investment Co., Ltd.100%
New Sunrise Limited100% Innova Technology 100% Innova Vision (B.V.I) Inc 100% ipro Vision Inc 52.03% ADL Energy Corp100% Sichuan Miracle Power Technology Co., Ltd. 20.83% (Shanghai) Co., Ltd.100%Miko-China Enterprise MIKO TECHNOLOGY CO., LTD.100%
iPro Vision Inc.47.97% Aptos Global Holding Corp. 100% Sichuan Miracle Power Technology Co., Ltd. 79.17%
----- End of picture text -----

116

(II) Performance of affiliated companies

(II) Performance of affiliated companies
As of March 31, 2023 Unit: NT$ Thousand
Name of entity Amount of Capital Total assets Total Liabilities Total Equity Operating income Operating profit Profit and Loss of
the Period (after
taxes)
Youe ChungCapital Corporation 5,348,776
6,945,111

3,417,943

3,527,168

-

(79,082)
(810,367)
SunnyLake Park International Holdings,Inc 103,045
5,683

-

5,683

-

-

(64)
Miracle TechnologyCO.,LTD. 229,550
1,188,217

752,231

435,986

720,108

(33,837)
17,169
JingHao Investment Co.,Ltd. 258,609
401,797

80,127

321,670

-

(150)
43,005
Miko TechnologyCo.,Ltd 37
6,812

93

6,719

-

(55)
(20)
Miko-China Enterprise(Shanghai)Co.,Ltd. 3,283
405,614

13,483

392,131

116,852

64,694

54,528
Miracle International Enterprise(Shanghai)Co.,Ltd. 10,215
300,675

197,908

102,767

707,373

15,115

11,025
Sichuan Miracle Power TechnologyCo.,Ltd. 54,249
72,173

17,180

54,993

116,242

(3,100)
(2,723)
Aptos TechnologyINC. 603,560
750,007

1,220,081

(470,074)
346,496
(279,702)
(274,014)
ADL EnergyCorp 119,845
162,979

94,669

68,310

190,372

(6,820)
20,396
New Sunrise Limited -
-

-

-

-

-

-
Aptos Global HoldingCorp. 29,795
-

-

-

-

-

-
Innova Vision INC. 502,000
1,003,675

945,836

57,839

114,854

(155,877)
(178,674)
iPro Vision Inc. JPY 80,000,000
JPY 169,076,153

JPY 182,380,467

(JPY 13,304,314)
JPY 176,350,455
(JPY 3,181,380)
(JPY 11,710,611)
Innova Vision(B.V.I.)Inc US$1,000,000.00
US$5,633.41

US$45,145.34

(US$39,511.93)
-
-

(US$39,954.97)
Innova Technology 30,000
2,760

6,156

(3,396)
47
(60)
(58)
Xsense TechnologyCorporation -
6,250

2,877

3,373

-

(90)
(72)
Digital-Can Tech. Co.,Ltd. 126,880
152,974

95,441

57,533

182,732

(3,475)
(4,253)
Xsense TechnologyCorporation(B.V.I.)Taiwan Branch 230,000
615,655

833,431

(217,776)
663,280
21,849

10,768
Pilot BatteryCo.,Ltd. 180,000
597,521

204,567

392,954

38,924

(58,175)
(58,757)
Moment Semiconductor,Inc. 75,000
164,065

152,432

11,633

363,526

(23,669)
(24,327)
One Test Systems 28,338
9

49

(40)
0
(5)
5,823

Note: Pilot and Moment Semiconductor were merged into the Group in March 2023, and One Test Systems was merged into the Group in May 2023.

117

(III) Information on the directors, supervisors, general manager of each affiliated company

March 31, 2024. Unit: shares; NT$; %

Name of entity Job title Name or Representative Shareholding Shareholding
Number of shares
(capital
contributions)
Proportion
Youe Chung Capital
Corporation
Chairman Taiwan Mask Corporation, Representative: Eve
Yang
534,877,568 100%
Director Taiwan Mask Corporation, Representative: Shih-
Hsien Chao
Director Taiwan Mask Corporation, Representative:
Chang-Ji Hsu
Sunnylake Park
International
Holdings,Inc.
Director Representative, Taiwan Mask Corporation: Sean
Chen
US$3,120,000 100%
Miracle Technology
CO., LTD.
Chairman Taiwan Mask Corporation, Representative:
Chang-Ji Hsu
22,955,033 100%
Director Taiwan Mask Corporation, Representative:
Ming-ChengLiang
Director Taiwan Mask Corporation, Representative: Yung-
Ming Chao
Supervisor Taiwan Mask Corporation, Representative: Ya-
Hui Huang
Jing Hao Investment
Co.,Ltd.
Chairman Miracle Technology CO., LTD., Representative:
Yung-MingChao
25,860,907 100%
Miko Technology
Co.,Ltd
Chairman Representative, Jingjing Investment Co., Ltd.:
Shih-YangHuang
HKD 10,000 100%
Miko-China
Enterprise (Shanghai)
Co., Ltd.
Legal
representative
Jingjing Investment Co., Ltd., Representative:
Yung-MingChao
USD102,000 100%
Supervisor Jingjing Investment Co., Ltd., Representative:
Pei-Chen Chen
Miracle International
Enterprise(Shanghai)
Co., Ltd.
Legal
representative
Miracle Technology CO., LTD., Representative:
Yung-Ming Chao
USD300,000 100%
Supervisor Representative, Miracle Technology Co., Ltd.
Pei-Chen Chen
Sichuan Miracle
Power Technology
Co., Ltd.
Legal
representative
Miko-China Enterprise (Shanghai) Co., Ltd.
Representative: Yung-MingChao
CNY 12,000,000 79.17%
Supervisor Representative, Miko-China Enterprise
(Shanghai)Co.,Ltd.: Pei-Chen Chen
Aptos Technology
Inc.
Chairman Youe Chung Capital Corporation,
Representative: Ming-ChengLiang
28,481,161 47.19%
Director Youe Chung Capital Corporation,
Representative: LidonChen
Director Youe Chung Capital Corporation,
Representative: Chang-Ji Hsu
Director Youe Chung Capital Corporation,
Representative: Nester Huang
Director Youe Chung Capital Corporation,
Representative: Chih-MingChen
Supervisor Yu-Chen Lai 215,000 0.36%
Supervisor Pi-Chia Hsiao 30,000 0.05%
ADL Energy Corp Chairman Representative, Pilot Battery Co., Ltd.: Chien-Li
Cheng
11,984,526 100%
Director Representative, Pilot Battery Co.,Ltd.: Hung-
Sheng Chang
Director Representative, Pilot Battery Co.,Ltd.: Hao-
ChungKe
Supervisor Yi-Hsien Lin
Aptos Global
HoldingCorp.
Director ADL Energy Corp USD1,000,000 100.00%
New Sunrise Limited Director Aptos TechnologyINC. Note 100.00%

118

Name of entity Job title Name or Representative Shareholding Shareholding
Number of shares
(capital
contributions)
Proportion
Innova Vision
INC.
Chairman Youe Chung Capital Corporation,
Representative: Mei-Hui Li
94,370 0.19%
Director Youe Chung Capital Corporation,
Representative: Yu-Shian Tsai
Director Youe Chung Capital Corporation,
Representative: Jui-JungHuang
Director Youe Chung Capital Corporation,
Representative: Yao-Lun Chen
Director Youe Chung Capital Corporation,
Representative: Lung-ShengYu
Supervisor Jing-YingHuang 0 0.00%
Innova
Technology
Director Innova Vision representative: Mei-Hui Li 3,000,000 100%
Innova Vision Inc.
(B. V. I.)Inc.
Director InnovaVision representative: ParksonChen USD 1,000,000 100%
Director InnovaVision representative:Sheng-ChungKuo
iPro Vision Inc. Director Mei-Hui Li JPY 38,376,000 47.97%
Director Wan-Chun Yen
Director Rui-LongHuang
Supervisor Yao-LunChen 0 0.00%
Xsense
Technology
Corporation
Director Sean Chen 1 100%
Digital-Can Tech.
Co., Ltd.
Chairman Youe Chung Capital Corporation,
Representative: Nester Huang
7,281,250 57.39%
Director Youe Chung Capital Corporation,
Representative: Lidon Chen
Director Youe Chung Capital Corporation,
Representative: Eve Yang
Director Bing-MingDu 2,000,000 15.76%
Director Ming-Chih Chou 1,500,000 11.82%
Supervisor Shih-Hsien Chao 0 0.00%
Pilot Battery Co.,
Ltd.
Chairman Representative, Youe Chung Capital Corporation:
Chien-LiCheng
7,000,000 38.89%
Director Youe Chung Capital Corporation,
Representative: Lidon Chen
Director Representative of Youe Chung Capital
Corporation: Hao-Lin Chang
Supervisor Shih-Hsien Chao 0 0.00%
Moment
Semiconductor,
Inc.
Chairman Representative of Youe Chung Capital
Corporation: Chih-MingChen
4,000,000 53.33%
Director Youe Chung Capital Corporation,
Representative: Lidon Chen
Director Representative of Youe Chung Capital
Corporation: De-HongYang
Supervisor Jing-YingHuang 0 0.00%
One Test Systems Director Representative, Taiwan Photomask Co., Ltd.:
Chih-MingChen
US$940,000 100%

Note: New Sunrise Limited was established in 2015, Aptos Technology has not invested at that time.

119

(IV) Basic information on affiliates

December 31, 2023,Unit: NT$Thousand
Name of entity Date of
incorporation
Address Paid-up capital Main business activities
Youe Chung Capital
Corporation
March 26,
2004
4F., No. 38, Shengli 2nd Road,
Neighborhood 27, Shixing Vil., Zhubei
City,Hsinchu County
NTD5,348,776 Investment
SunnyLake Park International
Holdings,Inc
March 27,
1990
Citco Building,Wickhams Cay, P.O.
Box 662, Road Town,Tortola, British
Virgin Islands
USD3,120 Investment
Miracle Technology CO., LTD. November
22, 1993
4F., No. 38, Shengli 2nd Road,
Neighborhood 27, Shixing Vil., Zhubei
City, Hsinchu County
NTD229,550 Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
product design business
Jing Hao Investment Co., Ltd. October 13,
2006
4F., No. 38, Shengli 2nd Road,
Neighborhood 27, Shixing Vil., Zhubei
City,Hsinchu County
NTD258,609 Investment
Miko Technology Co.,Ltd December 8,
1997
Room 1203, 12/F., Tung Wah
Mansion,199-203 Hennessy Road,
Wanchai, Hong Kong.
HK10 Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
Miko-China Enterprise
(Shanghai) Co., Ltd.
May 17, 2000
Room 301, Building #3, No. 1077,
ZuChongZhi Road, ZhangJiang Hi-Tech
Science Park, PuDong, Shanghai Zip:
201203

USD102
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
Miracle International
Enterprise(Shanghai) Co., Ltd.
February 9,
2004
Room 204, Building #3, No. 1077,
ZuChongZhi Road, ZhangJiang Hi-Tech
Science Park, PuDong, Shanghai Zip:
201203

USD300
IC product design,
production and sales
Sichuan Miracle Power
Technology Co., Ltd.
June 6, 2017 No. 598, Yulong Rd, Chuanshan
District, Suining City, Sichuan
Province, PR China
Innovative Innovation Incubation
Center,5F,No. 5001-5002
CNY12,000 IC product design,
production and sales
Aptos Technology INC. March 10,
2006
Hsinchu Science Park, 1st Floor, No.
21, Kebei 1st Road, Zhunan Township,
Miaoli County
NTD603,560 Electronics components
ADL Energy Corp May 29, 2007 4F., No. 38, Shengli 2nd Road, Zhubei
City,Hsinchu County
NTD119,845 Electronics components
New Sunrise Limited December 10,
2015

Offshore Chambers, P.O. Box 217,
Apia,Samoa
(Note 1) Investment
Aptos Global Holding Corp. August 2,
2000
Second Floor, Capital City,
Independence Avenue, P.O. Box 1008,
Vicotria,Seychelles
USD1,000 Investment
Innova Vision INC. January 21,
1990
2nd Floor, No. 20, Zhanye 1st Road,
Hsinchu City, Hsinchu Science Park
NTD502,000 Medical equipment
manufacturing, retail and
wholesale
Wholesale
Innova Technology May 29, 2003 No. 231-1, Wende Road, Qionglin,
Hsinchu County
NTD30,000 Medical equipment retail
and wholesale
iPro Vision Inc. May 16, 2001 2-9-2 HigashiNihonbashi Chuo-
ku,Tokyo,Japan
JPY80,000
Medical equipment retail
and wholesale
Innova Vision(B.V.I.)Inc August 10,
1998
OMC Chambers,Wickhams Cay1, Road
Town,Tortola,British Virgin Islands.
USD1,000 Investment
Xsense Technology
Corporation
October 13,
2014
OMC Chambers, Wickhams Cay 1,
Road Town, Tortola, British Virgin
Islands.
(Note 2) Investment
Xsense Technology
Corporation (B.V.I.) Taiwan
Branch
August 20,
2020
Hsinchu Science Park, 3rd Floor, No.
21, Kebei 1st Road, Zhunan Township,
Miaoli County
NTD230,000 Precious metal coating
Digital-Can Tech. Co., Ltd. September
17,2003
2nd Floor-1, No. 88, Zhouzi Street,
Neihu District,Taipei City
NTD126,880 3D Printing and Plastic
Mold Design 199

120

Name of entity Date of
incorporation
Address Paid-up capital Main business activities
Pilot Battery Co., Ltd. September
18, 1979
No. 2 & 4, Ziqiang Rd., Longde Village,
Suao Township, Yilan County

NTD180,000
Electronic parts and
components and energy
technical services
Moment Semiconductor, Inc. November
14,2017
No. 388, Zhonghua Road, Sec. 1, East
District,Hsinchu City
NTD75,000 Retail and wholesale of
memory products
One Test Systems December 14,
2018

Suite 102, Cannon Place, North Sound
Road, George Town, Grand Cayman
KYI-9006,Cayman Islands
USD940 Research, development and
design of test equipment
and related components

Note 1: New Sunrise Limited was established in 2015, Aptos Technology has not invested at that time.

Note 2: Xsense Technology Corporation conducted a capital decrease in kind in November 2022, and only one share was remained to be held 100% by You Zhuan Investment Co., Ltd.

(V) Consolidated Financial Statements

The companies that are required to be included in the affiliated companies’ consolidated financial statements are the same as those included in the consolidated financial statements of parent company and subsidiaries prepared in conformity with the International Accounting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the affiliated companies’ consolidated financial statements is included in the consolidated financial statements of the aforesaid parent company and subsidiaries. Thus, the Company only presents the declaration on the cover page of the consolidated financial report of parent company and subsidiaries, and will not prepare separate affiliated companies’ consolidated financial statements and its declaration (Please refer to this handbook Chapter “Six. Overview of Financial Status” and “IV. Latest financial report”).

(VI) Relationship report: Not applicable.

(VII) Information on the controlling and controlled entities presumably sharing the same shareholders: None.

121

II. Status of private placement of securities during the most recent fiscal year and up to the date of publication of the annual report: None.

III. Holding or disposal of shares in the Company by the Company’s subsidiaries during the most recent fiscal year and up to the date of publication of the annual report:

Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Holding or disposal of shares in the Company by the Company’s subsidiaries during
the most recent fiscal year and up to the date of publication of the annual report:
Unit: NT$Thousands;Thousand shares;%
Name of
Subsidiary
Paid-up
capital
Source of
funds
The
Company’s
shareholding
ratio
Date of
acquisition
or disposal
Number
of shares
and
amount
acquired
(Note 1)
Number
of shares
and
amount
disposed
(Note 1)
Investment
income
(loss)
Number of
shares and
amount held up
to publication
date of annual
report

Status of
creation of
pledge

Endorsements/
guarantees of
amount by
parent
company to
subsidiary
Amount the
Company
lends to
subsidiary
Youe Chung
Capital
Corporation
$5,348,776
thousand
Proprietary
funds
100% 2023 and as
of March 31,
2024
- - - Number of
shares
35,331
thousand
shares
Amount:
NT$2,402,538
thousand
34,550
thousand
shares
NT$128,000
thousand
None
Note 1: “Amount” refers to the actual amount acquired or disposed of.
Note 2: Effects to the financial performance and financial situation of the company: Not applicable.

IV. Other supplementary information: None.

  • V. Situations listed in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company’s securities, have occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed: None.

122

Taiwan Mask Corporation

==> picture [96 x 94] intentionally omitted <==

Chairman: Sean Chen

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

Taiwan Mask Corporation Parent Only financial statements and independent auditor’s report

2023 and 2022 (Stock Code: 2338)

Company address: No. 11, Chuangxin 1st Road, Hsinchu County, Hsinchu Science Park Telephone: (03)563-4370

~1~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation

’ 2023 and 2022 Parent-Only Financial Statements and Independent Auditor s Report Table of Content

Items
I.
Cover
II.
Table of Contents
III.
Independent Auditors’ Report
IV.
Parent Only Balance Sheets
V.
Parent Only Statements of Comprehensive Income
VI.
Parent Only Statements of Changes in Equity
VII.
Parent Only Statements of Cash Flows
VIII.
Notes to the Parent Only Financial Statements
(I)
Company History
(II)
Date and procedures for passing the financial statement
(III)
Application of New and Revised International Financial Reporting
Standards
(IV)
Summary of Significant Accounting Policies
(V)
Critical Accounting Judgments and Key Sources of Estimation and
Uncertainty
(VI)
Summary of Significant Accounting Items
(VII) Related Party Transactions
Page/No./Index
1
2 ~ 4
5 ~ 9
10 ~ 11
12
13
14 ~ 15
16 ~ 73
16
16
16 ~ 17
18 ~ 27
27
28 ~ 56
57 ~ 60

~2~

Taiwan Mask Corp. Control Security C

Page/No./Index

Items

(VIII) Pledged Assets 60
(IX)
Significant Contingent Liabilities and Unrecognized Contract
Commitments 60
(X)
Losses due to Major Disasters
61
(XI)
Major Events after Financial Statement Date
61
(XII) Others 61 ~ 72
(XIII) Supplementary Disclosure 73 ~ 73
1.
Information on significant transactions
73
2.
Information on investees
73
3.
Information on investments in Mainland China
73
4.
Information on Major Shareholders
73
(XIV) Segment Information 73
IX. Schedule of Significant Accounting Items
Cash and Cash Equivalents Schedule Schedule 1
Accounts Receivable Schedule Schedule 2
Inventories Schedule Schedule 3
Financial assets schedule at fair value through profit and loss Schedule 4
Schedule of Investments Changes Accounted for Using Equity Method Schedule 5
Property, Plant and Equipment Cost Changes Schedule Schedule 6
Property, Plant and Equipment Accumulated Depreciation Changes Schedule Schedule 7
Right-of-Use Assets Schedule Schedule 8
Right-of-Use Assets Accumulated Depreciation Schedule Schedule 9

~3~

Taiwan Mask Corp. Control Security C

Items
Short-Term Borrowings Schedule
Long-Term Borrowings Schedule
Sales Income Schedule
Operating Costs Schedule
Manufacturing Expenses Schedule
Operating Expenses Schedule
Employee Benefits, Depreciation, Depletion and Amortization in the Current
Period
Page/No./Index
Schedule 10
Schedule 11
Schedule 12
Schedule 13
Schedule 14
Schedule 15
Schedule 16

~4~

Taiwan Mask Corp. Control Security C

Independent Auditors’ Report (113) Tsai-Sheng-Bao-Zi No. 23002831

To Taiwan Mask Corporation,

Opinions

We have audited the accompanying parent-only balance sheets of Taiwan Mask Corporation as of December 31, 2023 and 2022, and the related statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, and its financial performance and its cash flows for the years ended December 31, 2023 and 2022, 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 Parent Only 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 2023. These matters were addressed in the context of our audit of the parent only financial statements as a whole and, in forming our opinion thereon, we do not provide a parent only opinion on these matters.

~5~

Taiwan Mask Corp. Control Security C

Key audit matters for the parent-only financial statements in fiscal year 2023 are stated as follows:

Evaluation of Inventories

Explanation

Refer to Note 4(12) for the accounting policies on the valuation of inventories, Note 5(2) for the uncertainty of accounting estimations and assumptions for valuation of inventories, inventory accounts description please refer to Note 6(5), for the details of allowance for inventory valuation. The inventory amount and allowance for inventory valuation loss as of December 31, 2023 is NT$134,369 thousand and NT$4,794 thousand, respectively.

Taiwan Mask Corporation is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, loss on decline in value of inventories and obsolescence is higher than that of other industries. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

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

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

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

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

Income recognition

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 2023 is NT$3,985,541 thousand.

~6~

Taiwan Mask Corp. Control Security C

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 significantly impacts 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 parent only 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 parent only 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.

~7~

Taiwan Mask Corp. Control Security C

Independent auditor’s responsibilities for the audit of the parent only 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 parent only 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 parent only financial statements, including the disclosures, and whether the parent only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

~8~

Taiwan Mask Corp. Control Security C

  1. 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.

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, 2023, 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

Accountant

Chien-Yu Liu

Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan Approval Certificate No. 0960072936

Financial Supervisory Commission of the Executive Yuan

Approval Document for Attestation: Jin-Guan-Zheng-Shen-Zi No. 1090350620

March 6, 2024

~9~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Parent Only Balance Sheet December 31, 2023 and 2022

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)
December31,2023

Amount

%
$ 451,993
3
397,340
3
3,000
-
86,821
-
685,798
5
6,494
-
4,520
-
90,940
-
129,575
1
97,617
1
190
-
1,954,288
13
859,962
6
417,504
3
1,866,791
13
7,862,213
54
535,527
4
662,854
5
45,675
-
5,310
-
359,147
2
12,614,983
87
$ 14,569,271
100
Unit: NT$ Thousand
December31,2022
Amount

%
$ 1,211,411
9
307,448
2
3,000
-
90,642
1
800,431
6
9,525
-
4,566
-
17,443
-
118,709
1
104,427
1
803
-
2,668,405
20
925,006
7
222,774
2
1,897,832
15
4,762,328
37
541,438
4
683,746
5
41,720
-
1,780
-
1,331,600
10
10,408,224
80
$ 13,076,629
100
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
Amount

$ 1,211,411
307,448
3,000
90,642
800,431
9,525
4,566
17,443
118,709
104,427
803
2,668,405
925,006
222,774
1,897,832
4,762,328
541,438
683,746
41,720
1,780
1,331,600
10,408,224
$ 13,076,629
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 Assets 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

(continued on next page)

~10~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Parent Only Balance Sheet December 31, 2023 and 2022

Liabilities and Equities Unit: NT$ Thousand
December31,2023

December31,2022
Notes
Amount
%
Amount

%
6(12)
$ 1,079,983
8
$ 1,054,934
8
6(2)
9,383
-
5,697
-
6(21)
33,984
-
57,323
1
117,596
1
109,004
1
6(13)
669,580
5
520,173
4
7
4,131
-
-
-
2,623
-
150,791
1
31,939
-
30,682
-
6(15)
872,834
6
484,737
4
47,783
-
29,182
-
2,869,836
20
2,442,523
19
6(14)
3,424,600
23
2,609,044
20
6(15)
2,592,429
18
2,905,263
22
6(28)
219
-
3,850
-
514,436
4
518,641
4
6(16)
10,648
-
16,514
-
6(31)
33,961
-
33,874
-
6,576,293
45
6,087,186
46
9,446,129
65
8,529,709
65
6(17)
2,564,465
18
2,564,465
20
6(18)
1,439,959
9
1,251,681
10
6(19)
827,460
6
769,952
6
1,464,101
10
1,729,293
13
6(20)
1,641
-
10,508
-
6(17)
(
1,174,484) (
8 ) (
1,778,979) (
14)
5,123,142
35
4,546,920
35
9
11
$ 14,569,271
100
$ 13,076,629
100
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

Managerial Officer: Lidon Chen Accounting Supervisor: Eve Yang

~11~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Parent Company Only Comprehensive Income Statement January 1 to December 31, 2023, and 2022

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

Items 2023
2022
Notes
Amount
%
Amount
%
6 (21) and 7 $ 3,985,541
100
$ 3,887,648
100
6(5)
(
2,322,564) (
58) (
1,796,579) (
46)
1,662,977
42
2,091,069
54
6(26)
(27)
(
75,496) (
2) (
63,495 ) (
2 )
(
304,800) (
8) (
272,202 ) (
7 )
(
152,015) (
4) (
92,972 ) (
2 )
12(2)
(
418)
-
(
821)
-
(
532,729) (
14) (
429,490) (
11)
1,130,248
28
1,661,579
43
6(22)
27,316
1
11,798
-
6(23)
204,573
5
195,387
5
6(24)
(
8,162)
-
(
205,013 ) (
5 )
6(25)
(
162,406) (
4) (
91,694 ) (
2 )
(
579,274) (
15) (
676,888) (
18)
(
517,953) (
13) (
766,410) (
20)
612,295
15
895,169
23
6(28)
(
246,169) (
6) (
191,650) (
5)
$ 366,126
9
$ 703,519
18
6(16)
($ 1,145)
-
( $ 2,721 )
-
-
-
65
-
(
1,145)
-
(
2,656)
-
6(20)
(
8,867)
-
6,476
-
(
8,867)
-
6,476
-
($ 10,012)
-
$ 3,820
-
$ 356,114
9
$ 707,339
18
6(29)
$ 1.75
$ 3.37
6(29)
$ 1.65
$ 3.12
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
Earnings Before Tax
7950
Income Tax Expense
8200
Net 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
8330
Profit and loss of subsidiaries, associates and
joint ventures recognized by using equity
method - Items that will not be reclassified to
profit or loss
8310
Total items that will not be reclassified
subsequently to profit or loss
Components of other comprehensive income
that will be reclassified to profit or loss
8361
Financial statement translation differences of
foreign operations
8360
Total Components of other comprehensive
income that will be reclassified to profit or
loss
8300
Other Comprehensive Incomes (Net)
8500
Total comprehensive income for the year
Earnings per share
9750
Net Income (Loss)
Diluted Earnings per share
9850
Net profit for the period

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

Chairperson: Sean Chen Managerial Officer: Lidon Chen Accounting Officer: Eve Yang

~12~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Parent Company Only Statement of Changes in Equity January 1 to December 31, 2023, and 2022

2022
Balance January 1, 2022
Net Income
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings for 2021
Legal capital reserve
Cash dividends
Conversion of convertible bonds
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
Share-based payment transaction
Treasury Stock Buyback
Subsidiaries donated treasury stock
Balance December 31, 2022
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
Notes Capitalstock Capitalsurplus Retained earnings Retained earnings Retained earnings Retained earnings Otherequityinterests Otherequityinterests Otherequityinterests Unit: NT$ Thousand
Treasury stock
Total Equity
($ 941,423 ) $ 5,061,360
-
703,519
-
3,820
-
707,339
-
-
-
(
241,189 )
-
63,202
-
(
241,189 )
-
73,463
-
(
76,448 )
-
21,107
-
16,831
(
842,536 ) (
842,536 )
4,980
4,980
($ 1,778,979 ) $ 4,546,920
($ 1,778,979 ) $ 4,546,920
-
366,126
-
(
10,012 )
-
356,114
-
-
-
(
572,665 )
-
(
49,797 )
-
90,829
-
133,604
-
13,793
12,807
12,807
591,688
591,688
-
(
151 )
($ 1,174,484 ) $ 5,123,142
Legal reserve Special reserve Unappropriated
earnings
Financial
statement
translation
differences of
foreign
operations
a Unrealized gain or
loss on financial
ssets measured at fair
value through other
comprehensive
income
6(20)
6(19)
6(17)
6(18)
6(18)
6(18)
6(18)
6(18)
6(17)
6(17)
6(20)
6(19)
6(18)
6(18)
6(18)
6(18)
6(17)
6(17)
6(18)
$ 2,556,735
-
-
-
-
-
7,730
-
-
-
-
-
-
-
$ 2,564,465
$ 2,564,465
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,564,465
$ 1,315,828
-
-
-
-
-
55,472
(
241,189 )
73,463
10,169
21,107
16,831
-
-
$ 1,251,681
$ 1,251,681
-
-
-
-
-
(
49,797 )
90,829
133,604
13,793
-
-
(
151 )
$ 1,439,959
$ 656,037
-
-
-
113,915
-
-
-
-
-
-
-
-
-
$ 769,952
$ 769,952
-
-
-
57,508
-
-
-
-
-
-
-
-
$ 827,460
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ -
$ 1,470,151
703,519
(
2,656 )
700,863
(
113,915 )
(
241,189 )
-
-
-
(
86,617 )
-
-
-
-
$ 1,729,293
$ 1,729,293
366,126
(
1,145 )
364,981
(
57,508 )
(
572,665 )
-
-
-
-
-
-
-
$ 1,464,101











$ 6,698
-
6,476
6,476
-
-
-
-
-
-
-
-
-
-
$ 13,174
$ 13,174
-
(
8,867 )
(
8,867 )
-
-
-
-
-
-
-
-
-
$ 4,307





($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-

-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )




($ 941,423 )
-
-
-
-
-
-
-
-
-
-
-
(
842,536 )
4,980
($ 1,778,979 )
($ 1,778,979 )
-
-
-
-
-
-
-
-
-
12,807
591,688
-
($ 1,174,484 )

Chairman: Sean Chen

The attached notes to the standalone financial statements are part of the standalone financial report. Managerial Officer: Lidon Chen

Accounting Supervisor: Eve Yang

~13~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Parent Company Only Cash Flow Statements January 1 to December 31, 2023, and 2022

Unit: NT$ Thousand

Cash Flow from Operating Activities
Net Income(Loss) Before Tax
Adjustments to Reconcile Net Income to Net Cash
Flow from Operating Activities
Revenues and Expenses
Depreciation

Amortization

Expected loss on credit impairment

Dividend income

Interest income

Interest Incomes

Loss (gain) on financial assets measured at
fair value through profit or loss

Loss on disposal of investments

Share-based payment transaction

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

The Changes of Assets/ Liabilities related to
Operating Activities
Net Changes of Assets related to Operating
Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated Parties
Inventories
Prepayments
Other Current Assets
Net Changes of Liabilities related to
Operating Activities
Contract Liabilities
Accounts Payable
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
2023
2022
$ 612,295 $ 895,169
6(26)
798,565
513,116
6(26)
24,041
6,284
12(2)
418
821
6(23)
(
51,566 ) (
33,682 )
6(22)
(
27,317 ) (
11,798 )
6(25)
162,406
91,694
6(24)
(
8,662 )
114,183
6(24)
-
119,316
6(17)
-
14,131
579,274
676,888
6(7)
78
116
(
12,500 ) (
357,348 )
3,821
25,212
114,215 (
208,285 )
3,031 (
4,413 )
(
1,455 )
993
(
73,497 ) (
2,573 )
(
10,866 ) (
8,820 )
7,020 (
67,468 )
613
170
(
23,339 )
49,663
8,592
27,553
7,370
29,844
1,626
-
18,601 (
3,385 )
(
7,012 ) (
1,749 )
2,125,752
1,865,632
69,929
70,496
28,813
10,065
(
134,928 ) (
90,670 )
(
401,498 ) (
157,909 )
1,688,068
1,697,614

(continued on next page)

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Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Parent Company Only Cash Flow Statements January 1 to December 31, 2023, and 2022

Unit: NT$ Thousand

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
Acquisition of Property, Plants and Equipment

Acquisition of Intangible Assets
Increase in refundable deposit
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 ordinary corporate bonds

Distribution of cash dividends (including capital
surplus distribution cash)

Treasury stocks transfer to employees

Cost of treasury stock buyback

Redemption of Lease Principal

Increase in Guarantee Deposits Received

Transfer of unclaimed dividends as Additional
Paid-in Capital
Net Cash In-Flow (Out-Flow) from
Funding Activities
Increase (Decrease) in Cash and Cash Equivalents
Beginning Balance of Cash and Cash Equivalents
Ending Balance of Cash and Cash Equivalents
Notes
2023
2022
( $ 527,651 ) ( $ 187,349 )
332,921
-
(
324,431 )
-
6(30)
(
2,732,591 ) (
2,662,286 )
(
27,996 ) (
39,486 )
(
1,431 ) (
2,370 )
(
3,281,179 ) (
2,891,491 )
6(31)
4,395,672
5,662,100
6(31)
(
4,370,623 ) (
5,467,166 )
6(31)
930,631
4,624,737
6(31)
(
855,368 ) (
3,884,737 )
6(31)
797,338
997,095
6(19)
(
622,462 ) (
482,378 )
6(17)
591,688
-
6(17)
- (
842,536 )
6(31)
(
33,119 ) (
29,737 )
6(31)
87
29,069
(
151 )
-
833,693
606,447
(
759,418 ) (
587,430 )
1,211,411
1,798,841
$ 451,993 $ 1,211,411

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

Chairperson: Sean Chen Managerial Officer: Lidon Chen

Accounting Officer: Eve Yang

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Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Notes to the Parent Company Only Financial Statements 2023 and 2022

Unit: NT$ Thousand (Unless otherwise specified)

I. Company History

Taiwan Mask Corporation (hereinafter referred to as the “Company”) was established on October 21, 1988, and started its operations in March 1989. The Company was approved by the shareholders meeting on June 12, 2000 to acquire Shin-Tai Technology Co., Ltd., on the merger record date of December 1, 2000, with the Company being the surviving entity. The Company mainly engage in the research, development, manufacturing and sales of photomask, providing technical assistance, consultation, inspection and repair of the abovementioned products.

II. Date and procedures for passing the financial report

The accompanying parent-only financial statements were approved and authorized for issuance by the Board of Directors on March 6, 2024.

III. Application of New and Revised International Financial Reporting Standards

(I) The impact from adopting the newly released and revised IFRS and IAS recognized and issued into effect by the Financial Supervisory Commission (FSC).

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS recognized and issued into effect by the Financial Supervisory Commission in 2023:

Newly released/corrected/amended standards and Effective Date Issued by interpretations IASB Amendment to IAS 1 - “Disclosure of Accounting Policies” January 1, 2023 Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 Amendments to IAS 12, “Deferred Income Taxes Related to January 1, 2023 Assets and Liabilities Arising from a Single Transaction”

Amendment to IAS 12 “International Tax Reform - Pillar Two May 23, 2023 Model Rules”

The Company believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

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Taiwan Mask Corp. Control Security C

  • (II) Impact of the newly released and amended IFRS and IAS recognized by the FSC not yet adopted by the Company.

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS recognized by the Financial Supervisory Commission in 2024:

Newly released/corrected/amended standards and Effective Date Issued by interpretations IASB Amendments to IFRS 16 - “Liabilities of Lease from the January 1, 2024 Leaseback” Amendment to IAS 1 “Classification of Liabilities as Current January 1, 2024 or Non-Current” Amendment to IAS 1 “Non-Current Liabilities With January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Financing January 1, 2024 Arrangements”

The Company believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

  • (III) IFRS and IAS issued by the IASB but not yet recognized by the FSC.

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS issued by the IASB but not yet recognized by the FSC:

Newly released/corrected/amended standards and Effective Date Issued by
interpretations IASB
IFRS 10 and IAS 28 amendments, Sale or contribution of To be determined by the
assets between an investor and its associate or joint venture IASB
IFRS 17 - Insurance contracts January 1, 2023
Amendment to IFRS 17 - Insurance contracts January 1, 2023
Amendments to IFRS 17 “First-time Adoption of IFRS 17 and January 1, 2023
IFRS 9 - Comparative Information”
Amendments to IAS No. 21 “Lack of Exchangeability” January 1, 2023

The Company believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

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Taiwan Mask Corp. Control Security C

IV. Summary of significant accounting policies

The principal accounting polices applied in the preparation of these parent only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(I) Compliance statement

These parent only financial statements of the Company have been prepared in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”.

(II) Basis of Preparation

  1. Except for the following items, these parent only financial statements have been prepared under the historical cost convention.

  2. (1) Financial assets and financial liabilities at fair value through profit or loss (including derivatives).

  3. (2) Financial Assets at Fair Value Through Other Comprehensive Income.

  4. (3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  5. The preparation of financial statements in conformity with IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

(III) Foreign currency translation

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). The parent only financial statements are presented in New Taiwan dollar, which is the Company’s functional currency and reporting currency.

  1. Foreign currency transactions and balances

  2. (1) Foreign currency transactions are translated into the functional currency using spot exchange rate at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  3. (2) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated using spot exchange rate at the balance sheet date. Exchange differences arising from re-translation at the balance sheet date are recognized in profit or loss.

  4. (3) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated using spot exchange rate at the balance sheet date. Their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated using spot exchange at the balance sheet date. Their translation differences are recognized in other comprehensive income. For those which are not measured at fair value, they measured by the historical exchange rate of the initial transaction date.

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Taiwan Mask Corp. Control Security C

  • (4) All foreign exchange gains and losses are presented in the statement of comprehensive income within “Other gains and losses”.

  • Translation of foreign operations

  • (1) The operating results and financial position of all corporate group entities and affiliates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet.

    • B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period.

    • C. All resulting exchange differences are recognized in other comprehensive income.

  • (2) When the foreign operation that is partially disposed of or sold is a subsidiary, the accumulated conversion difference recognized as other comprehensive income is reattributed to the foreign operation’s non-controlling interests on a pro rata basis. However, even if the Company retains part of its equity in the former subsidiary, but has lost control of the subsidiary of the foreign operation, it will be treated with as a disposal of the entire equity of the foreign operation

  • (3) Goodwill and fair value adjustments arising on acquisition of a foreign entity are regarded as assets and liabilities of the foreign entity, and are translated at the closing rate.

(IV) Classification of current and non-current items

  1. Assets that meet one of the following criteria are classified as current assets:

  2. (1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

  3. (2) Assets held mainly for trading purposes.

  4. (3) Assets that are expected to be realized within twelve months from the balance sheet date.

  5. (4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Assets that do not meet the above criteria are considered non-current.

  1. Liabilities that meet one of the following criteria are classified as current liabilities:

  2. (1) Liabilities that are expected to be paid off within the normal operating cycle.

  3. (2) Assets held mainly for trading purposes.

  4. (3) Liabilities that are to be paid off within twelve months from the balance sheet date.

  5. (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Liabilities that do not meet the above criteria are considered non-current.

(V) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time

~19~

Taiwan Mask Corp. Control Security C

deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (VI) Financial assets at fair value through profit and loss

  • Refer to the financial assets that are not measured at amortized cost, or are measured at fair value through other comprehensive gain or loss.

  • On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.

  • The Company measures financial assets at fair value in initial recognition. The related transaction costs are recognized in profit and loss. These financial assets are subsequently re-measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

  • When the right to receive dividends is established, the economic benefits associated with the dividends are likely to flow in, and the amount of dividends can be reliably measured, the Company recognizes dividend income in profit or loss.

(VII) Financial assets measured at amortized cost

  1. Refer to those that meet the following criteria at the same time:

  2. (1) The objective of the business model is achieved by collecting contractual cash flows.

  3. (2) The assets’ contractual cash flows solely represent payments of principal and interest.

  4. The Company holds time deposits that are not considered cash equivalents. Due to the short holding period, the impact of discounting is insignificant and is measured by the amount of investment.

(VIII) Accounts and notes receivable

  1. Refers to accounts and notes that have been unconditionally charged for the right to exchange the value of the consideration due to the transfer of goods or services.

  2. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(IX) Impairment Loss of Financial Assets

Regarding the financial assets measured at amortized cost, accounts receivable or contract assets that contain significant financing components, the Company, on each balance sheet date, considers all reasonable and supportable information (including forward-looking ones) and measure the loss allowance based on the 12-month expected credit losses for those that do not have their credit risk increased significantly since initial recognition. For those that have increased significantly since initial recognition, the loss allowance is measured based on the full lifetime expected credit losses. A loss allowance for full lifetime expected credit losses is also required for contract assets or trade receivables that do not constitute a financing transaction.

(X) De-recognition of financial assets

A financial asset is derecognized when the Company’s rights to receive cash flows from the financial assets have expired.

(XI) Lessor’s lease transaction - Operating lease

Lease income from operating leases, less any incentives given to the lessee, is amortized in current profit or loss on a straight-line basis over the lease term.

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Taiwan Mask Corp. Control Security C

(XII) Inventories

Inventories are measured at the lower of cost or net realizable value, and the cost is determined by weighted-average method. The cost of finished goods and work-in-progress comprises raw materials, direct labor, other direct costs and related production overheads (amortized according to normal production capacity), but excludes borrowing costs. At the end of year, inventories are evaluated at the lower of cost or net realizable value. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable costs of completion and selling expenses.

(XIII) Investments accounted for using equity method - Subsidiaries and associates

  1. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  2. Unrealized gains or losses on transactions between Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  3. The Company recognized the profit and loss upon the acquisition of subsidiaries as the current profit and loss. Other comprehensive profit and loss after the acquisition are recognized as the other comprehensive profit and loss. If the Company’s recognized profit and loss of the subsidiaries equal to or exceed the equity in the subsidiaries, the Company will continue to recognize the loss in proportion to its shareholding.

  4. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are equity transactions, and they are considered as transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is directly recognized in equity.

  5. When the Company loses control of a subsidiary, the Company remeasures any investment retained in the former subsidiary at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Company loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  6. Associates refer to entities over which the Company has significant influence but is not in control. In general, the associates may have more than 20% of their voting shares directly or indirectly owned by the Company. The Company accounts for its investment in associates using the equity method, and the investment is initially recognized at cost.

  7. The Company recognizes the profit and loss upon the acquisition of associates as the current profit and loss. Other comprehensive profit and loss after the acquisition are recognized as the other comprehensive profit and loss. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company will not recognize further losses, unless it has

~21~

Taiwan Mask Corp. Control Security C

incurred legal or constructive obligations or make payments on behalf of the associate.

  1. If an associate has changes in equity not from profit or loss or other comprehensive income, and such changes do not affect the Company’s shareholding in the associate, the Company will recognize all changes in equity attributable to the Company’s share of the associate as “capital surplus” according to the shareholding percentage.

  2. Unrealized gains on transactions between the Company and associates are eliminated to the extent of the Company’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  3. In the event that an associate issues new shares and the Company does not subscribe to or acquire the new shares in proportion, which results in a change to the Company’s shareholding percentage but the Company maintains a significant influence on the associate, the increase or decrease of the Company’s share of equity interest is the adjustment of “capital surplus” and “investments accounted for under the equity method”. If the investment percentage is reduced, in addition to the above adjustments, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionally on the same basis as would be required if the relevant assets or liabilities were disposed of.

  4. Pursuant to the “Guidelines Governing the Preparation of Financial Statements by Securities Issuers”, the profit or loss during the period and other comprehensive income presented in consolidated financial statements shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to owners of the parent presented in the financial statements prepared on a consolidated basis, and the owners’ equity presented in the parent company only financial statements shall be the same as the equity attributable to owners of the parent presented in the financial statements prepared on a consolidated basis.

(XIV) Property, plant and equipment

  1. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  2. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the costs of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  3. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  4. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any changes are accounted for as a change in estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors,” from the date of the change. The estimated

~22~

Taiwan Mask Corp. Control Security C

useful lives of property, plant and equipment are as follows:

Buildings and structures 3 years to 56 years Machinery and equipment 2 years to 16 years Transportation equipment 5 years Office equipment 3 years to 9 years

(XV) Leasing agreements (lessee) - Right-of-use assets/lease liabilities

  1. Leases are recognized as right-of-use assets and lease liabilities at the date at which the leased assets are available for use by the Company. For short-term leases or leases of lowvalue assets, lease payments are recognized as expenses on a straight-line basis over the lease term.

  2. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments include fixed payments, less any lease incentives receivables.

The Company subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of re-measurement is recognized as an adjustment to the rightof-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  1. At the commencement date, the right-of-use asset is recognized at cost which includes:

  2. (1) The amount of initial measurement of lease liability.

  3. (2) Any lease payments made at or before the commencement date.

  4. (3) Any original direct costs incurred.

  5. (4) The estimated cost of dismantling, removing the underlying asset and restoring its location, or restoring the underlying asset to the condition required in the lease terms and conditions.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s service life or the end of lease term. When the lease liability is remeasured, the amount of re-measurement is recognized as an adjustment to the right-of-use asset.

(XVI) Real estate investment

Investment properties are initially measured at cost, and may be subsequently measured using a cost model. Except for land, the service life is recognized on a straight-line basis of depreciation and is about 45 years.

(XVII) Intangible assets

Computer software is recognized at the cost of acquisition, and amortized based on the estimated useful life of 3 years based on the straight-line method.

(XVIII) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less disposal cost or value in use.

~23~

Taiwan Mask Corp. Control Security C

When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(XIX) Borrowings

Refers to long- and short-term funds borrowed from banks and other long- and short-term borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(XX) Accounts and notes receivable

  1. Refers to debts incurred as a result of the purchase of raw materials, goods or services and the notes payable due to business and non-business purposes.

  2. The short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(XXI) Convertible bonds payable

The convertible bonds payable issued by the Company are embedded with conversion options (i.e., the holder’s right to choose to convert to the Company’s common stock for a fixed amount of shares), put options and call options. The issuance price is classified as financial assets, financial liabilities or equity at the time of initial issuance according to the terms of issuance, which is treated as follows:

  1. Embedded put options and call options: “Financial assets or liabilities at fair value through profit or loss” are recorded at their net fair value on initial recognition; subsequently, “Gain or loss on financial assets (liabilities) at fair value through profit or loss” is recognized on the balance sheet date, with the difference valued at current fair value.

  2. Master contract of corporate bonds: The difference between the fair value of the corporate bonds and the redemption value is recognized as a premium or discount on the corporate bonds payable at the time of original recognition; subsequently, it is recognized in profit or loss as an adjustment to “finance costs” using the effective interest method under the amortization procedure over the circulation period.

  3. Embedded conversion options (which meet the definition of equity): On initial recognition, the remaining value of the issue amount, net of the above “financial assets or liabilities at fair value through profit or loss” and “corporate bonds payable”, is recorded as “capital surplus - stock options” and is not subsequently remeasured.

  4. Any directly attributable transaction costs of the issuance are allocated to each component of liabilities and equity in proportion to the original carrying amount of each component mentioned above.

  5. Upon conversion, the components of liabilities (including “corporate bonds payable” and “financial assets or liabilities at fair value through profit or loss”) are subsequently measured according to their respective classifications, and the carrying amount of the aforementioned components of liabilities is added to the carrying amount of “capital surplus - stock options” as the issuance cost of common stock exchanged.

~24~

Taiwan Mask Corp. Control Security C

(XXII) Employee benefits

1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  1. Pension

  2. (1) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • (2) Defined-benefit plans

  • A. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using the current interest rates of government bonds (at the balance sheet date) consistent with the currency and period of the defined-benefit plan instead.

  • B. Re-measurements arising on defined-benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • C. The related expenses of the past service cost are immediately recognized as profit and loss.

3. Termination benefits

Refer to when companies decide to terminate the employees before the normal retirement date, or when employees decide to accept the benefits in exchange for the termination. The Company recognizes expenses when it is no longer able to withdraw the offer of termination benefits or when the relevant restructuring costs are recognized, whichever is earlier. Liabilities that are not expected to be paid off within twelve months from the balance sheet date should be discounted.

  1. Remuneration for employees and directors

Employees’ bonuses and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

(XXIII) Share-based payment to employees

The share-based payment agreement for delivery of equity is a transaction in which employees’ labor service received as consideration for the Company’s equity instrument at fair value, and it is recognized as compensation costs during the vesting period, and the

~25~

Taiwan Mask Corp. Control Security C

equity is adjusted accordingly. The fair value of equity instrument shall reflect the effects of vesting and non-vesting conditions of market value. The recognized remuneration costs are adjusted in accordance with the expected service conditions to be met and the nonvesting market value conditions, until the final recognized amount is recognized with the vesting amount on the vesting date.

(XXIV) Income tax

  1. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  2. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted by the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  3. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent only balance sheet. However, the deferred income tax arising from the initially recognized goodwill is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not generate taxable and deductible temporary difference. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  4. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

(XXV) Capital

  1. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  2. When the Company buys back the issued shares, the consideration paid, including any directly attributable incremental costs, is recognized as a deduction of shareholders’ equity with the net amount after tax. When the purchased shares are subsequently reissued, the difference between the consideration received and the book value after deducting any directly attributable incremental costs and the impact of income tax is recognized as an adjustment to shareholders’ equity.

~26~

Taiwan Mask Corp. Control Security C

(XXVI) Dividend distribution

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities. Stock dividends are recorded as dividends to be distributed and transferred to be common stocks on the record date of issuance of new shares.

(XXVII) Recognized revenue

  1. The Company mainly provides photomask manufacturing services. The actual services provided and fees will vary according to different customers. Prices are negotiated separately before providing services, and are based on the prevailing market price. The performance obligations identified based on customer contracts are mainly for photomask manufacturing services, and revenue is recognized by measuring the degree of completion of performance obligations during the period of service provision.

With the provision of photomask manufacturing services, the customer simultaneously receives and consumes the performance benefits, and the customer has control over the asset when the asset is created or enhanced. The Company’s performance does not create any assets available for other purposes and has the exercisable right to the amount that has been completely performed till now. The related revenue is recognized by measuring the degree of completion of the performance obligation during the service period. The photomask manufacturing service is based on the input of the technical staff on the basis of the service, and the progress of completion is measured based on the percentage of the incurred cost to the estimated total cost. After the agreed service or shipment is fulfilled for the contract agreement, a bill is issued, so the contract assets are recognized when the service provided, and transferred to account receivables when the customer agrees to the Company to issue the bill.

  1. The time interval between the transfer products or services promised to customers and the customers’ payment has not exceeded one year, so the Company has not adjusted the transaction price to reflect the time value of money.

(XXVIII) Government subsidies

Government subsidies are recognized at fair value once it is reasonably convinced that the Company complies with the conditions for subsidies and will be receiving the subsidies. If the nature of the government subsidies is to compensate the expenses incurred by the Company, the government subsidies are recognized as current gains and losses on a systematic basis during the period in which the related expenses are incurred.

V. Critical Accounting Judgments and Key Sources of Estimation and Uncertainty

The preparation of these parent only financial statements requires the management to make critical judgments in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please see the following explanation of critical accounting judgments and key sources of estimation and uncertainty:

(I) Important judgments adopted by the accounting policies None.

~27~

Taiwan Mask Corp. Control Security C

  • (II) Critical accounting estimates and assumptions

Evaluation of Inventories

The Company is primarily engaged in production and sale of photomask products in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the photomask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. The Company measures inventory based on the lower of cost and net realizable value. For inventories that are older than a certain period of inventory age or are outdated and obsolete, the Company must use judgment and estimation to determine the net realizable value of the inventory on the balance sheet date. The valuation of inventory may undergo major changes.

As of December 31, 2023, the book value of the Company’s inventory was NT$129,575.

VI. Summary of Significant Accounting Items

(I) Cash and Cash Equivalents

mary of Significant Accounting Items
Cash and Cash Equivalents
Demand Deposit
Time deposits
Total
December 31, 2023
$ 421,288
30,705
$ 451,993
December 31, 2022

$ 474,371
737,040
$ 1,211,411
  1. The Company associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  2. The Company has no cash and cash and cash equivalents pledged to others.

(II) Financial assets and liabilities at fair value through profit or loss

Items
Current items:
Mandatory financial assets at fair value
through profit or loss
Shares of listed and OTC company
Valuation adjustment
Financial liabilities mandatorily measured
at fair value through profit or loss
Convertible bond call/put options
Non-current items:
Mandatory financial assets at fair value
through profit or loss
Shares of listed and OTC company
Shares of non-listed and non-OTC
company
Valuation adjustment
December 31, 2023
$ 442,498
( 45,158)
$ 397,340
$ 9,383
$ 866,133
12,500
( 18,671)
$ 859,962
December 31, 2022
$ 442,498
( 135,050)
$ 307,448
$ 5,697
$ 866,133
-
58,873
$ 925,006

~28~

Taiwan Mask Corp. Control Security C

  1. Details of financial assets/liabilities at fair value through profit or loss recognized in profit or loss are as follows:
loss are as follows: loss are as follows:
Financial assets mandatorily measured at
fair value through profit or loss
Shares of listed and OTC company
$ Shares of non-listed and non-OTC
company
(
Convertible bond call/put options
(
$
2023
13,256
908)
3,686)
8,662
($ (
(
2022
211,992)
10,810)
10,697)
233,499)

$

($
  1. Please see Note 8 on how the Company provides financial assets at fair value through profit or loss as a pledged collateral.

  2. Please see Note 12 (2) and (3) for the price risk and fair value information related to financial assets at fair value through profit or loss.

(III) Financial assets measured at amortized cost

Items
Current items:
Time deposits
Non-current items:
Time deposits
Demand Deposit
Total
December 31, 2023
$ 3,000
$ 43,954
373,550
$ 417,504
December 31, 2022
$ 3,000
$ 222,729
45
$ 222,774
  1. Financial assets at amortized cost is recognized in the profit or loss shown as follows:
Interest income $ 2023
1,837
$ 2022
246
  1. While not considering the collaterals or other credit enhancements, the financial assets at amortized cost held by the Company had the maximum exposure of credit risk at NT$420,504 and NT$225,774 as of December 31, 2023 and 2022, respectively.

  2. Please see Note 8 how the Company provides financial assets at amortized cost as a pledged collateral.

~29~

Taiwan Mask Corp. Control Security C

(IV) Notes and accounts receivable

Accounts Receivables
Accounts ReceivablesRelated Parties
Less: Loss allowance
December 31, 2023
$ 688,122
6,494
694,616
( 2,324)
$ 692,292
December 31, 2022
$ 802,337
9,525
811,862
( 1,906)
$ 809,956
  1. Aging of accounts receivable is as follows:
Not past due
Up to 30 days
31-90 days
91-180 days
More than 181 days
past due
$


December 31, 2023
Accounts
Receivables
Notes
Receivables
575,140
$ -
88,263
-
28,821
-
2,090
-
302
-
694,616
$-
$


December 31, 2022
Accounts
Receivables
Notes
Receivables
723,205
$ -
72,473
-
13,355
-
1,581
-
1,248
-
811,862
$-
$
$

The above is an aging report based on the number of days past due.

  1. As of December 31, 2023 and 2022, accounts receivable and notes receivable were from contracts with customers. The balances of notes and accounts receivable as of January 1, 2022 was NT$598,079.

  2. While not considering the collaterals or other credit enhancements, the accounts receivable held by the Company had the maximum exposure of credit risk at NT$692,292 and NT$809,956, respectively, as of December 31, 2023 and 2022.

  3. Please refer to Note 12 (2) for the information on credit risk of accounts receivable.

  4. (V) Inventories

Raw materials
Work in process
Finished goods
Total
$
Cost
103,921
26,609
3,839
134,369
December 31, 2023
(Gain from reversal of)
December 31, 2023
(Gain from reversal of)


$
Book value
99,127
26,609
3,839
129,575

loss allowance on
decline in market value
($
of inventories
4,794)
-
-
4,794)

$
($
$

~30~

Taiwan Mask Corp. Control Security C

Raw materials
Work in process
Finished goods
Total
$
Cost
99,179
22,831
1,814
123,824
December 31, 2022
(Gain from reversal of)
December 31, 2022
(Gain from reversal of)


$
Book value
94,064
22,831
1,814
118,709

loss allowance on
decline in market value
($
of inventories
5,115)
-
-
5,115)

$
($
$

The cost of inventories recognized as losses by the Company.

Cost of goods sold
Loss on falling prices of inventory and inventory
obsolescence (gain from recovery)
Loss on scrapping of inventory
(
4,278

$

For 2023 and 2022, part of the inventory for which the provision for impairment losses had been made in the previous period was sold and scrapped, resulting in a gain from recovery.

(VI) Investment under Equity Method

SunnyLake Park International Holdings, Inc.
Youe Chung Capital Corporation
Innova Vision INC.
Advagene Biopharma Co., Ltd.
Miracle Technology CO., LTD.
Weida Hi-Tech Co., Ltd.
ONE TEST SYSTEMS
Pilot Battery Co., Ltd.
$





For information on the Company’s subsidiaries, please refer to Note 4 (3) of 2023 consolidated financial statements.

~31~

Taiwan Mask Corp. Control Security C

(VII) Property, plant and equipment

January 1, 2023
Cost
Accumulated
depreciation
2023
January 1
Additions
Depreciation
Reclassification
- Cost
Reclassification
- Accumulated
depreciation
December 31
December 31,
2023
Cost
Accumulated
depreciation
Buildings and
structures
(including land)
$ 1,884,128
( 654,821)
$ 1,229,307
$ 1,229,307
154,027
( 171,556)
146,113
( 9,230)
$ 1,348,661
$ 2,184,268
( 835,607)
$ 1,348,661
Buildings and
structures
(including land)
$ 1,884,128
( 654,821)
$ 1,229,307
$ 1,229,307
154,027
( 171,556)
146,113
( 9,230)
$ 1,348,661
$ 2,184,268
( 835,607)
$ 1,348,661
Machinery and
equipment
$ 4,526,313
( 1,615,533)
$ 2,910,780
$ 2,910,780
2,501,097
( 480,815)
157,313
-
$ 5,088,375
$ 7,184,723
( 2,096,348)
$ 5,088,375
Machinery and
equipment
$ 4,526,313
( 1,615,533)
$ 2,910,780
$ 2,910,780
2,501,097
( 480,815)
157,313
-
$ 5,088,375
$ 7,184,723
( 2,096,348)
$ 5,088,375
Machinery and
equipment
$ 4,526,313
( 1,615,533)
$ 2,910,780
$ 2,910,780
2,501,097
( 480,815)
157,313
-
$ 5,088,375
$ 7,184,723
( 2,096,348)
$ 5,088,375
Office equipment

$ 43,591

( 24,094)

$ 19,497

$ 19,497

12,261

( 11,210)

260
-

$ 20,808

$ 56,112

( 35,304)

$ 20,808
Transportation
equipment
$ 6,292
( 3,425)
$ 2,867
$ 2,867
2,165
( 1,172)
-
-
$ 3,860
$ 6,268
( 2,408)
$ 3,860
Transportation
equipment
$ 6,292
( 3,425)
$ 2,867
$ 2,867
2,165
( 1,172)
-
-
$ 3,860
$ 6,268
( 2,408)
$ 3,860
Other equipment

$ 315,058
( 79,963)

$ 235,095

$ 235,095
193,715
( 81,542)
42,413
-

$ 389,681

$ 551,186
( 161,505)

$ 389,681
Unfinished
construction and
equipment to be
inspected
$ 364,782
-
$ 364,782
$ 364,782
978,499
-
( 332,453)
-
$ 1,010,828
$ 1,010,828
-
$ 1,010,828
Unfinished
construction and
equipment to be
inspected
$ 364,782
-
$ 364,782
$ 364,782
978,499
-
( 332,453)
-
$ 1,010,828
$ 1,010,828
-
$ 1,010,828
Total
$ 7,140,164
( 2,377,836)
$ 4,762,328
$ 4,762,328
3,841,764
( 746,295)
13,646
( 9,230)
$ 7,862,213
$10,993,385
( 3,131,172)
$ 7,862,213


(




















(

(

$ 2,910,780

$ 2,867

$ 2,910,780
2,501,097
480,815)
157,313
-

$ 2,867
2,165
( 1,172)
-
-




(

(
$ 5,088,375
$ 7,184,723
( 2,096,348)
$ 5,088,375
$ 5,088,375 $ 3,860

$ 6,268
( 2,408)

$ 5,088,375

$ 3,860

~32~

Taiwan Mask Corp. Control Security C

January 1, 2022
Cost
Accumulated
depreciation
2022
January 1
Additions
Depreciation
Reclassification -
Cost
Reclassification -
Accumulated
depreciation
December 31
December 31,
2022
Cost
Accumulated
depreciation
Buildings and
structures
(including land)
$ 1,692,966
( 602,039)
$ 1,090,927
$ 1,090,927
363,662
( 140,346)
( 172,500)
87,564
$ 1,229,307
$ 1,884,128
( 654,821)
$ 1,229,307
Buildings and
structures
(including land)
$ 1,692,966
( 602,039)
$ 1,090,927
$ 1,090,927
363,662
( 140,346)
( 172,500)
87,564
$ 1,229,307
$ 1,884,128
( 654,821)
$ 1,229,307
Machinery and
equipment
$ 3,215,027
( 1,304,734)
$ 1,910,293
$ 1,910,293
1,280,116
( 309,183)
31,170
( 1,616)
$ 2,910,780
$ 4,526,313
( 1,615,533)
$ 2,910,780
Machinery and
equipment
$ 3,215,027
( 1,304,734)
$ 1,910,293
$ 1,910,293
1,280,116
( 309,183)
31,170
( 1,616)
$ 2,910,780
$ 4,526,313
( 1,615,533)
$ 2,910,780
Machinery and
equipment
$ 3,215,027
( 1,304,734)
$ 1,910,293
$ 1,910,293
1,280,116
( 309,183)
31,170
( 1,616)
$ 2,910,780
$ 4,526,313
( 1,615,533)
$ 2,910,780
Office equipment

$ 31,105

( 16,357)

$ 14,748

$ 14,748

12,159

( 7,737)

327

-

$ 19,497

$ 43,591

( 24,094)

$ 19,497
Transportation
equipment
$ 5,635
( 2,581)
$ 3,054
$ 3,054
657
( 844)
-
-
$ 2,867
$ 6,292
( 3,425)
$ 2,867
Transportation
equipment
$ 5,635
( 2,581)
$ 3,054
$ 3,054
657
( 844)
-
-
$ 2,867
$ 6,292
( 3,425)
$ 2,867
Other equipment

$ 10,942
( 1,248)

$ 9,694

$ 9,694
24,528
( 3,913)
279,588
( 74,802)

$ 235,095

$ 315,058
( 79,963)

$ 235,095
Unfinished
construction and
equipment to be
inspected
Total
$ 149,749
$ 5,105,424
-
( 1,926,959)
$ 149,749
$ 3,178,465
$ 149,749
$ 3,178,465
363,204
2,044,326
-
( 462,023)
( 148,171)
( 9,586)
-
11,146
$ 364,782
$ 4,762,328
$ 364,782
$ 7,140,164
-
( 2,377,836)
$ 364,782
$ 4,762,328
Unfinished
construction and
equipment to be
inspected
Total
$ 149,749
$ 5,105,424
-
( 1,926,959)
$ 149,749
$ 3,178,465
$ 149,749
$ 3,178,465
363,204
2,044,326
-
( 462,023)
( 148,171)
( 9,586)
-
11,146
$ 364,782
$ 4,762,328
$ 364,782
$ 7,140,164
-
( 2,377,836)
$ 364,782
$ 4,762,328
Total
$ 5,105,424
( 1,926,959)
Total
$ 5,105,424
( 1,926,959)

(





















(
(

$ 1,910,293

$ 3,178,465

$ 1,910,293
1,280,116
309,183)
31,170
1,616)

$ 3,178,465
2,044,326
462,023)
9,586)
11,146

(

$ 2,910,780
$ 4,526,313
( 1,615,533)
$ 2,910,780

$ 2,910,780
$ 2,867
$ 4,762,328
$ 7,140,164
( 2,377,836)

$ 4,762,328

$ 6,292
( 3,425)

$ 2,910,780

$ 2,867

$ 4,762,328
  1. The Company had no interest capitalization in 2023 and 2022.

  2. The major components of the Company’s houses and buildings include land, buildings and factory renovation projects. Except for land, they are depreciated for 5 to 56 years.

  3. Information on property, plant and equipment pledged to others as collateral is provided in Note 8.

  4. The abovementioned property, plant and equipment of the Company are for self-use.

~33~

Taiwan Mask Corp. Control Security C

(VIII) Leasing arrangements - lessee

  1. The underlying assets leased by the Company include land, buildings and company vehicles, and the leasing contracts are typically made for periods of 3 to 20 years. Lease contracts are negotiated separately and include a variety of terms and conditions. There are no restrictions for the leased assets, except that they cannot be used as loan collaterals.

  2. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land
Buildings and structures
Transportation equipment (company
vehicles)
Other equipment
Land
Buildings and structures
Transportation equipment (company
vehicles)
Other equipment
December 31, 2023
Book value
$ 481,190
4,590
9,941
39,806
$ 535,527
2023
Depreciation
$ 25,710
1,116
6,092
3,164
$ 36,082
December 31, 2023
Book value
$ 481,190
4,590
9,941
39,806
$ 535,527
2023
Depreciation
$ 25,710
1,116
6,092
3,164
$ 36,082
December 31, 2023
Book value
$ 481,190
4,590
9,941
39,806
$ 535,527
2023
Depreciation
$ 25,710
1,116
6,092
3,164
$ 36,082
December 31, 2022
Book value
$ 506,900
71
9,063
25,404
$ 541,438
2022
Depreciation
$ 24,679
936
5,092
1,855
$ 32,562
December 31, 2022 December 31, 2022 December 31, 2022















$



$



$


$


$

$
  1. For 2023 and 2022, the increases of right-of-use assets were NT$30,171 and NT$10,585, respectively. The decreases of right-of-use assets of the Company in 2023 and 2022 were NT$0 and NT$0, respectively.

  2. The information on profit or loss items related to lease contracts is as follows:

Items affecting current profit and loss
Interest expenses on lease liabilities
$ Expenses for short-term lease contracts

Lease of low-value assets
2023
7,046
$ 619

806
2022
6,787
-
945
  1. The Company’s total cash outflow on leases for 2023 and 2022 was NT$41,590 and NT$37,469, respectively.

  2. Options to extend or terminate leases

In determining lease terms, the Company into consideration all facts and circumstances that create economic incentives to exercise an option to extend or terminate leases. The assessment of lease period is reviewed if a significant event occurs which affects the assessment of options to extend or options not to terminate.

~34~

Taiwan Mask Corp. Control Security C

(IX) Leasing arrangements - lessor

  1. The Company leases out assets such buildings. The lease contracts are typically made for periods of 1 to 5 years. The terms of lease contracts are negotiated separately and include various terms and conditions. In order to preserve the condition of leased assets, the Company usually requires lessees not to pledge the underlying leased assets.

  2. The Company recognized rental income of NT$138,419 and NT$141,022 based on operating lease contracts in 2023 and 2022, respectively, and none of the lease contracts were variable lease payments.

  3. The maturity analysis of the lease payments under the operating leases is as follows:

(X) 2023
2024
2025
Total
Real estate investment
January 1, 2023
Cost
Accumulated depreciation
2023
January 1
Reclassification - Cost
Reclassification - Accumulated depreciation
Depreciation
December 31
December 31, 2023
Cost
Accumulated depreciation
December 31, 2023
$ -
71,264
26,577
$ 97,841
December 31, 2022
$ 83,026
37,049
26,577
$ 146,652
Buildings and
structures
$ 770,879
( 87,133)
$ 683,746
$ 683,746
( 13,934)
9,230
( 16,188)
$ 662,854
$ 756,945
( 94,091)
$ 662,854
December 31, 2022
$ 83,026
37,049
26,577
$ 146,652
Buildings and
structures
$ 770,879
( 87,133)
$ 683,746
$ 683,746
( 13,934)
9,230
( 16,188)
$ 662,854
$ 756,945
( 94,091)
$ 662,854



$


$ (

(





$


$ (



$

~35~

Taiwan Mask Corp. Control Security C

January 1, 2022
Cost
Accumulated depreciation
2022
January 1
Reclassification - Cost
Reclassification - Accumulated depreciation
Depreciation
December 31
December 31, 2022
Cost
Accumulated depreciation
$ ( Buildings and
structures
761,409
57,456)
703,953
703,953
9,470
11,146)
18,531)
683,746
770,879
87,133)
683,746



$


$
(
(





$


$ (



$

  1. Rental income and direct operating expenses of investment real estate:
Rental income from investment property
Direct operating expenses incurred by
investment properties that generate rent
income in the period
$ 2023
138,419
18,744
$ 2022
91,063

$

$

19,305
  1. The fair value of the investment property held by the Company as of December 31, 2023 and 2022 were NT$1,854,899and NT$1,177,524, respectively. They were valuated using the income method and were of Level 3 fair value, and the major assumptions are as follows:
December 31, 2023 December 31, 2022
Discount rate 3.75% 7.09%
Annual rent (net income) $ 119,675 $ 87,708
Number of years 31~56 45~50
  1. No capitalization of interest for investment property in 2023 and 2022.

  2. As of December 31, 2023 and 2022, the investment properties had been used as collaterals. Please refer to Note 8.

~36~

Taiwan Mask Corp. Control Security C

(XI) Other Non-Current Assets

Prepayments for equipment
Refundable deposit
December 31, 2023
$ 348,993
10,154
$ 359,147
December 31, 2022
$ 1,322,877
8,723
$ 1,331,600

(XII) Short Term Loans

Type of borrowings
Bank borrowings
Credit loan
Secured
borrowings
Type of borrowings
Bank borrowings
Credit loan
December 31, 2023
Range of
interest rate
Collateral
$ 919,983 0.88%2.26%
None
160,000
1.96%
Shares of listed and OTC
company
$ 1,079,983

December 31, 2023
Range of interest
rate
Collateral
$ 1,054,934
1.06%~4%
None

$

The interest expenses recognized in profit and loss in 2023 and 2022 were NT$25,937 and NT$24,652, respectively.

(XIII) Other Payables

Payable on machinery and equipment
Director and supervisor remuneration and employee
bonus payable
Payroll and bonus payable
Machine maintenance payable
Others
December 31,
2023
$ 238,389
92,000
64,314
44,906
229,971
$ 669,580
December 31,
2022
$ 105,604
120,000
51,825
51,362
191,382
$ 520,173

~37~

Taiwan Mask Corp. Control Security C

(XIV) Corporate bonds payable

Corporate bonds payable
Less: Amount of exercised conversion
options
Less: Discount on corporate bonds payable
Less: Corporate bonds matured in one year
or a business cycle or have the put
option exercised
December 31, 2023
$ 3,800,000
( 324,400)
( 51,000)
3,424,600

-
$ 3,424,600
December 31, 2022
$ 3,000,000
( 324,400)
( 66,556)
2,609,044
-
$ 2,609,044
  1. The terms of issuance for the Company’s 3rd domestic unsecured convertible bonds are as follows:

  2. (1) The Company has been approved by the competent authority to raise and issue $2,000,000 of the 3rd domestic unsecured convertible bonds, with a coupon rate of 0% and an issuance period of 5 years from August 3, 2021 to August 3, 2026. The convertible bonds are repayable in cash at par value on maturity. The convertible bonds were listed for trading on August 3, 2021.

  3. (2) The bondholders may request the conversion of the convertible bonds into the Company’s common shares at any time from the day after the expiration of three months from the date of issuance of the corporate bonds to the maturity date, except during the period when the transfer of the corporate bonds is suspended in accordance with the regulations or laws, and the rights and obligations of the converted common shares are the same as those of the original issued common shares.

  4. (3) The conversion price of the convertible bonds is determined in accordance with the pricing model stipulated in the Measures, and the conversion price will be adjusted in accordance with the pricing model stipulated in the Conversion Measures in the event that the Company is subject to anti-dilution provisions. The conversion price will be reset on the base date set by the Regulations in accordance with the pricing model stipulated in the Conversion Measures. As of December 31, 2023, the conversion price was NT$82.4 per share.

  5. (4) If the closing price of the Company’s common stock exceeds 30% of the then conversion price for 30 consecutive business days from the day following the third month of the issuance of the convertible bonds to the 40th business day prior to the expiration of the issuance period, the Company may redeem the outstanding corporate bonds within the next 30 business days at the par value of the corporate bonds in cash.

  6. (5) If the outstanding balance of the convertible bonds is less than 10% of the total par value of the corporate bonds issued, the Company may redeem the convertible bonds at any time thereafter for cash at the par value of the corporate bonds, from the day following the third month of the issuance of the corporate bonds to the 40th business day prior to the expiration of the issuance period.

  7. (6) As of December 31, 2023, a total amount of NT$324,400 had been converted into 3,733 thousand shares of common stock.

~38~

Taiwan Mask Corp. Control Security C

  1. Upon issuance of convertible bonds, the Company separated the conversion options from the components of liabilities in accordance with IAS 32, “Financial Instruments: Presentation,” and recorded “capital surplus - stock options” at $406,616. The embedded repurchase and repurchase rights are separated from the principal contractual debt instruments in accordance with IFRS 9, “Financial Instruments”, because they are not closely related to the economic characteristics and risks of the principal contractual debt instruments, and are recorded as “financial assets or liabilities at fair value through profit or loss” on a net basis. The effective interest rate of the master contract debt after the separation was 0.0902%.

  2. First series domestic secured corporate bonds

In order to raise the Company’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the first series domestic secured corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount of issue: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of $300,000, and B is issued with an amount of $200,000, totaling $500,000.

  • (2) Issue period: Five years, issued on September 28, 2022, and matured on September 28, 2027.

  • (3) Coupon rate and repayment method of principal and interest: Both Bond A and Bond B have a fixed annual coupon rate of 1.80%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Second series domestic secured convertible corporate bonds

In order to raise the Company’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the second series domestic secured corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount of issuance: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of $200,000, and B is issued with an amount of $300,000, totaling $500,000.

  • (2) Issue period: Five years, issued on December 27, 2022, and matured on December 27, 2027.

  • (3) Coupon rate and repayment method of principal and interest: Bond A has a fixed annual coupon rate of 2.20% and Bond B has a fixed annual coupon rate of 2.38%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Third series domestic secured convertible corporate bonds

In order to raise the Company’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the third series domestic secured corporate bond. The issue

~39~

Taiwan Mask Corp. Control Security C

has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount issued: NT$300,000 in total.

  • (2) Issuance period: Five years from issuance on August 28, 2023 to expiration on August 28, 2028.

  • (3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 1.62% per annum, and the simple interest is calculated once a year. At maturity, the principal is repaid in cash based on the face value of the bond.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Fourth series domestic secured convertible corporate bonds

In order to raise the Company’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the fourth series domestic secured corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount issued: NT$500,000 in total.

  • (2) Issuance period: Five years from issuance on December 12, 2023 to expiration on December 12, 2028.

  • (3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 1.8% per annum, and the simple interest is calculated once a year. At maturity, the principal is repaid in cash based on the face value of the bond.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

- (XV) Long term borrowings

Range of
Type of Borrowing period and payment interest December 31,
borrowings method rate Collateral 2023
Long-term bank
borrowings
Secured From December 28, 2021 to 2.55% Buildings and $ 1,000,000
borrowings January 28, 2027, to be repaid in structures and
installments and installments machine and
over the agreed period equipment
Secured From December 27, 2021 to 2.25%~ Machinery and 900,000
borrowings December 27, 2027, to be repaid 2.80% equipment
in installments and installments
over the agreed period
Secured From December 27, 2021 to 2.20%~ Buildings and 1,005,263
borrowings December 27, 2032, to be repaid 2.55% structures and
in installments and installments investment
over the agreed period properties

~40~

Taiwan Mask Corp. Control Security C

Type of
borrowings
Borrowing period and payment
method
Range of
interest
rate
Collateral
Other long-term
borrowings
Secured
borrowings
Repayable in portions and in
installments during the term
specified in the agreement from
May 22, 2023 to May 31, 2027
3.58%
Machinery and
equipment
Less: Long-term borrowings due within one year or one business cycle)
Type of
borrowings
Borrowing period and payment
method
Range of
interest
rate
Collateral
Long-term bank
borrowings
Secured
borrowings
From December 28, 2021 to
January 28, 2027, to be repaid in
installments and installments
over the agreed period
2.43%
Buildings and
structures and
machine and
equipment
Secured
borrowings
From December 27, 2021 to
December 27, 2024, repayable in
portions and in installments
during the term specified in the
agreement
2.41%
Buildings and
structures
Secured
borrowings
From December 27, 2021 to
December 15, 2026, to be repaid
in installments and installments
over the agreed period
2.13%
Machinery and
equipment
Secured
borrowings
From December 28, 2022 to
December 27, 2032, repayable in
portions and in installments
during the term specified in the
agreement
2.07%
Buildings and
structures and
investment
properties
Secured
borrowings
From December 21, 2022 to
December 21, 2027, to be repaid
in installments and installments
over the agreed period
2.68%
Machinery and
equipment
Secured
borrowings
From December 27, 2022 to
December 27, 2027, to be repaid
in installments and installments
over the agreed period
2.00%
Machinery and
equipment
Less: Long-term borrowings due within one year or one business cycle)



December 31,
2023
560,000
-
December 31,
2023
560,000
-



(

3,465,263
872,834)
2,592,429

$

December 31,
2022
$ 1,250,000
250,000
240,000
850,000
400,000
400,000
-
( 3,390,000
484,737)

$

2,905,263

~41~

Taiwan Mask Corp. Control Security C

(XVI) Pensions

  1. (1) The Company operates a defined-benefit pension plan in accordance with the Labor Standards Act, which cover all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last six months prior to retirement. The Company contributes a monthly amount equal to 2% of employees’ monthly salaries and wages to a retirement fund at the Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contribution for the deficit by the end of next March.

  2. (2) The amounts recognized in the balance sheet are as follows:

Present value of defined benefit
obligations
Fair value of plan assets
Defined Benefit Liabilities
December 31, 2023
($ 22,650)
12,417
($ 10,233)
December 31, 2022
($ 21,153)
4,947
($ 16,206)

~42~

Taiwan Mask Corp. Control Security C

(3) Changes in net defined benefit liabilities are as follows:

2023
Balance on January 1
($ Current service cost

Interest (expense) income(
(
Re-measurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)

Change in financial
assumptions
(
Experience adjustments(
(
Pension fund contribution
Paid pension

Balance on December 31($ 2022
Balance on January 1
($ Current service cost
(
Interest (expense) income(
(
Re-measurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)

Change in financial
assumptions

Experience adjustments(
(
Pension fund contribution
Paid pension

Balance on December 31($
($
(
Present value of
defined benefit
obligations
21,153)
-
296)
21,449)
-
251)
950)
1,201)
-
-
22,650)
Present value of
defined benefit
obligations
22,595)
61)
169)
22,825)
-
1,620
4,748)
3,128)
-
4,800
21,153)
Fair value of plan Fair value of plan Defined Benefit
Liabilities
($ 16,206)
-
( 212)
( 16,418)
56
( 251)
( 950)
( 1,145)
7,330
-
($ 10,233)
Defined Benefit
Liabilities
($ 15,450)
( 61)
( 107)
( 15,618)
407
1,620
( 4,748)
( 2,721)
2,133
-
($ 16,206)

$

(



(
(







(




($ $

($ (
(

$

assets
7,145
-
62
7,207
407
-
-
407
2,133
4,800)
4,947

(


(



(









(

(


(


(



($


$
($

(4) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and

~43~

Taiwan Mask Corp. Control Security C

Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings are less than the aforementioned rates, government shall make payments for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating the fund and hence the Company is unable to disclose the classification of fair value of plan asset in accordance with IAS19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

  • (5) The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
2023
1.3%
2.125%
2022
1.4%
2.125%

Assumptions for 2023 and 2022 regarding future mortality experience are set based on the Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changes, the present value of defined benefit obligation is affected. The analysis is as follows:

December 31, 2023
Effect on present
value of defined
benefit obligation
December 31, 2022
Effect on present
value of defined
benefit obligation
Discount rate
Future salary increases
0.25% increase
0.25% decrease
0.25% increase
0.25% decrease
($ 637)
$ 661
$ 640
($ 620)
($ 631)
$ 656
$ 636
($ 616)
Discount rate
Future salary increases
0.25% increase
0.25% decrease
0.25% increase
0.25% decrease
($ 637)
$ 661
$ 640
($ 620)
($ 631)
$ 656
$ 636
($ 616)
Discount rate
Future salary increases
0.25% increase
0.25% decrease
0.25% increase
0.25% decrease
($ 637)
$ 661
$ 640
($ 620)
($ 631)
$ 656
$ 636
($ 616)
($ 637)
($ 631)
$ 661
$ 656
$ 640
$ 636

The sensitivity analysis above analyzes the impact from changing one of the assumptions while others remain constant. In practice, more than one assumption may change all at once. The sensitivity analysis is the same with the method used to calculate the net pension liabilities of the balance sheet.

  • (6) The expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2024 are NT$2,133.

  • (7) As of December 31, 2023, the weighted average duration of the retirement plan is 12 years.

  • (1) Starting July 1, 2005, the Company has established a retirement plan based on the

~44~

Taiwan Mask Corp. Control Security C

Labor Pension Act applicable to the domestic employees. Under the new plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (2) For 2023 and 2022, the pension costs recognized by the Company in accordance with the above mentioned pension measures were NT$14,779 and NT$12,196, respectively.

(XVII) Capital

  1. As of December 31, 2023, the Company’s authorized capital was NT$5,000,000, consisting of 500,000 thousand shares (including 20,000 thousand shares which can be subscribed to as employee stock options). The paid-in capital was NT$2,564,465 with a par value of NT$10. All proceeds from shares issued have been collected.

The movements in the number of the Company’s common stocks outstanding are as follows:

Unit: Thousand shares

January 1
Conversion of convertible bonds
Treasury stocks transfer to employees
Treasury Stock Buyback
Subsidiaries donated treasury stock
December 31




2023
205,230
-
7,023
-
900
213,153



(
2022
214,107
773
-
10,000)
350
205,230
  1. Treasury stock

(1) Reasons for repurchase of shares and changes in the quantity:

Company name of the
shareholding
Subsidiary -
Youe Chung Capital
Corporation
The Company
Reasons for buyback
December 31,
Number of shares
(thousand)
35,831
7,462
43,293
December 31,
Number of shares
(thousand)
35,831
7,462
43,293
December 31, December 31, 2023
Book value
$ 509,891
664,593

(thousand)
35,831
7,462
43,293

Subsidiary holds the
company’s stock
Transfer shares to
employees



$1,174,484

~45~

Taiwan Mask Corp. Control Security C

Company name of the
shareholding
Subsidiary -
Youe Chung Capital
Corporation
The Company
Reasons for buyback
December 31,
Number of shares
(thousand)
36,731
14,485
51,216
December 31, December 31, 2022
Book value
$ 522,698
1,256,281


Subsidiary holds the
company’s stock
Transfer shares to
employees



$1,778,979
  • (2) For 2023 and 2022, the Company’s share-based payment arrangements were as follows:
Type of arrangement
Grant date
Transfer of treasury stocks to
employees
2022.01.26
Transfer of treasury stocks to
employees
2023.04.19
Quantity
granted
Contract
Period
Vesting
conditions
4,485Immediate
vesting
Note
10,000Immediate
vesting
Note
  • Note: The Company grants treasury stocks to employees of the Company and its subsidiaries.

  • (3) Remuneration costs related to the transfer of treasury stocks of the Company in 2023 and 2022 were NT$0 and NT$19,061, respectively.

  • (4) The Securities and Exchange Act stipulates that the percentage of the Company’s repurchase of outstanding shares shall not exceed 10% of the Company’s total issued shares, and the total value of shares purchased shall not exceed the retained earnings plus the premium of issued shares and the amount of realized capital reserve.

  • (5) The treasury stocks bought back by the Company in accordance with the Securities and Exchange Act shall not be pledged. Before transfer, shareholders are not entitled to the shareholders’ rights.

  • (6) According to the provisions of the Securities and Exchange Act, the share repurchased to be transferred to employees shall be transferred within 5 years from the date of the purchase. If the transfer is not made within the time limit, the shares are deemed as unissued shares and a change of registration shall be made to cancel the shares. In order to maintain the Company’s credit and shareholders equity, the shares bought back should have the registration changed to cancel the shares within six months from the date of the purchase.

  • (7) The Company’s stock held by the subsidiary Youe Chung Capital is treated as treasury stock. As of December 31, 2023 and 2022, Youe Chung Capital held 35,831 thousand and 36,731 shares, respectively, of the Company. The average book value per share was NT$14.23, and the fair value per share was NT$71.1 and NT$84.7, respectively. The cost of transferring treasury stocks is calculated based on the book value of the Company’s stock held by Youe Chung Capital and the Company’s indirect shareholding during each period.

~46~

Taiwan Mask Corp. Control Security C

  • (8) On November 3, 2021, the Board of Directors resolved to purchase 6,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 2.37% of the total number of issued shares of the Company. The repurchase of 4,485 thousand shares was completed between November 4, 2021 and January 3, 2022. On January 21, 2022, the Board of Directors approved the transfer of 4,485 thousand shares to employees.

  • (10) On May 6, 2022, the Board of Directors resolved to purchase 10,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 3.91% of the total number of issued shares of the Company. The repurchase of 10,000 thousand shares was completed between May 9, 2022 and July 8, 2022. On April 14, 2023, the Board of Directors approved the transfer of 10,000 thousand shares to employees, of which 7,023 shares were transferred to employees in June 2023.

(XVIII) Capital surplus

In accordance with the Company Act, any capital surplus arising from paid-in capital in excess of the par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the Securities and Exchange Act requires that the amount of capital surplus to be capitalized, as above, should not exceed 10% of paid-in capital each year. Capital reserves should not be used to cover accumulated deficit unless the legal reserve is insufficient. The following is a breakdown of the capital reserve:

Issue
premiums
January 1, 2023
$96,650
Distribution of
cash from capital
surplus
( 49,797)
Adjustment of
capital reserve by
dividends paid to
subsidiaries
-
Changes in
ownership
interests in
subsidiaries
recognized
( 2,705)
Changes in shares
of affiliates
recognized under
the equity method -
Payment of
overdue
unclaimed
dividends to
shareholders
-
December 31,
2023
$44,148
Trading of
treasury
stock
$768,509
-
90,829
-
-
-
$859,338
Trading of Changes in
ownership
interests in
subsidiaries
recognized
$ 17,788
-
-
136,309
-
-
$ 154,097
stock option
$295,848
-
-
-
-
-
$295,848
Affiliates

Equity changes
$ 68,427
-
-
-
13,793
-
$ 82,220

Others
$4,459
-
-
-
-
( 151)
$4,308
Total
$1,251,681
( 49,797)
90,829
133,604
13,793
( 151)
$1,439,959

~47~

Taiwan Mask Corp. Control Security C

Trading of
treasury
stock
Issue premiums
January 1, 2022$269,010
$695,046
$ Conversion of
convertible
bonds
68,829
-
Distribution of
cash from capital
surplus
(241,189)
-
Adjustment of
capital reserve
by dividends
paid to
subsidiaries
-
73,463
Changes in
ownership
interests in
subsidiaries
recognized
-
-
Changes in
shares of
affiliates
recognized under
the equity
method
-
-
Share-based
payment
transaction
-
-

December 31,
2022
$96,650
$768,509
$
Trading of
treasury
stock
Issue premiums
January 1, 2022$269,010
$695,046
$ Conversion of
convertible
bonds
68,829
-
Distribution of
cash from capital
surplus
(241,189)
-
Adjustment of
capital reserve
by dividends
paid to
subsidiaries
-
73,463
Changes in
ownership
interests in
subsidiaries
recognized
-
-
Changes in
shares of
affiliates
recognized under
the equity
method
-
-
Share-based
payment
transaction
-
-

December 31,
2022
$96,650
$768,509
$
Trading of
treasury
stock
Issue premiums
January 1, 2022$269,010
$695,046
$ Conversion of
convertible
bonds
68,829
-
Distribution of
cash from capital
surplus
(241,189)
-
Adjustment of
capital reserve
by dividends
paid to
subsidiaries
-
73,463
Changes in
ownership
interests in
subsidiaries
recognized
-
-
Changes in
shares of
affiliates
recognized under
the equity
method
-
-
Share-based
payment
transaction
-
-

December 31,
2022
$96,650
$768,509
$
Changes in
ownership
interests in
subsidiaries
recognized
4,919
-
-
-
10,169
-
2,700
17,788
stock option
$295,074
( 13,357)
-
-
-
-
14,131
$295,848
Affiliates
Equity changes

Others
$4,459
-
-
-
-
-
-
$4,459
Total
$1,315,828
55,472
( 241,189)
73,463
10,169
21,107
16,831

$ 47,320
-
-
-
-
21,107
-
$ 68,427
$768,509
$

$1,251,681

(XIX) Retained earnings

  1. According to the Articles of Incorporation, any surplus from profit concluded at the end of year by the Company is first subject to reimbursement of previous losses and payment of taxes, followed by 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any earnings remaining shall be distributed as shareholders’ dividends in whole or partially.

  2. The Company takes into account the overall business environment, industrial growth, and the Company’s long-term financial planning for stable operation and development to adopt a residual dividend policy, which is mainly based on the Company’s future capital budgeting plan to measure the annual capital needs. After using the retained earnings for funding, the remaining surplus will be distributed in the form of dividends, and the distribution steps are shown as follows:

  3. (1) Decide on the best capital budgeting.

  4. (2) Decide on the financing required for one of the capital budgeting items.

  5. (3) Decide on the amount of the financing to be supported by retained earnings (methods such as cash capital increase or corporate bonds and so on can be adopted as support).

  6. (4) After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.

~48~

Taiwan Mask Corp. Control Security C

  1. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of the legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  2. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  3. The Company’s Board meeting resolved on March 6, 2024 to distribute a cash dividend of NT$1.5 per common share from the 2023 earnings, with a total dividend of NT$373,477.

  4. The Company’s board of directors resolved on May 24, 2023 to distribute a cash dividend of NT$2.30 per ordinary share from the 2022 surplus with a total dividend of NT$556,511. NT$0.20 per share is to be distributed from the capital surplus, with a total of NT$48,392. In addition, as the Company implemented the transfer of 7,023 thousand shares of treasury stock to employees, which changed the number of outstanding shares to 248,984 thousand shares, so the cash dividend was adjusted to $572,665 to be distributed from the capital surplus of $49,797.

  5. The Company’s board of directors resolved on May 26, 2022 to distribute a cash dividend of NT$1.00 per ordinary share from the 2021 surplus with a total dividend of NT$255,674. NT$1.00 per share is to be distributed from the capital surplus, with a total of NT$255,674. In addition, as the Company implemented the repurchase of 14,485 thousand shares of treasury stock, which changed the number of outstanding shares to 241,189 thousand shares, so the cash dividend was adjusted to $241,189 to be distributed from the capital surplus of $241,189.

(XX) Other equity interests

January 1
Difference in foreign
currency translation
December 31
January 1
Difference in foreign
currency translation
December 31
2023
Unrealized gains and
losses
Foreign currency
translation
($ 2,666)
$ 13,174
-
( 8,867)
($ 2,666)
$ 4,307
2022
Unrealized gains and
losses
Foreign currency
translation
($ 2,666)
$ 6,698
-
6,476
($ 2,666)
$ 13,174
2023
Unrealized gains and
losses
Foreign currency
translation
($ 2,666)
$ 13,174
-
( 8,867)
($ 2,666)
$ 4,307
2022
Unrealized gains and
losses
Foreign currency
translation
($ 2,666)
$ 6,698
-
6,476
($ 2,666)
$ 13,174
2023
Unrealized gains and
losses
Foreign currency
translation
($ 2,666)
$ 13,174
-
( 8,867)
($ 2,666)
$ 4,307
2022
Unrealized gains and
losses
Foreign currency
translation
($ 2,666)
$ 6,698
-
6,476
($ 2,666)
$ 13,174
$ ( Total
10,508
8,867)
1,641
Total
4,032
6,476
10,508

$

$

losses
2,666)
-
2,666)
($
$

$

~49~

Taiwan Mask Corp. Control Security C

(XXI) Operating income

Revenue from contracts with customers 2023
$ 3,985,541
  1. Segmentation of revenue from contracts with customers

The Company derives its revenue from the transfer of goods and services either over time. The revenue can be divided into the following main product lines:

2023
Revenue from contracts with external
customers
Cut-off point of income recognition
Income recognized gradually over
time
2022
Revenue from contracts with external
customers
Cut-off point of income recognition
Income recognized gradually over
time
$ Photomask and semiconductor segment

3,985,541
3,985,541
Photomask and semiconductor segment

$

$

3,887,648
3,887,648

$
  1. Contract Asset and Contract Liability

  2. (1) The Company has recognized the following revenue-related contract assets and contract liabilities:

Contract Assets
Contract Liabilities
December 31, 2023
December 31, 2022
January 1, 2022
$ 90,642
$ 115,854
$ 57,323
$ 7,660

$ 86,821
$ 33,984


$ 90,642
$ 57,323
  • (2) Contract liabilities at the beginning of the period recognized as revenue of the period
Opening balance of contract
liabilities recognized in the current
period
$ 2023
1,704
$ 2022
2,986

~50~

Taiwan Mask Corp. Control Security C

(XXII) Interest income

(XXIII) Interest from bank deposits
Interest income from financial assets
measured at amortized cost
Other interest incomes
Other Incomes
$
2023
25,360
1,837
119
27,316
$
2022
11,491
246
61
$ $ 11,798
(XXIV) Rental income
Dividend income
Subsidy income
Other income - Others
Other Gains and Losses
$

2023
138,419
51,566
5,335
9,253
204,573
$

2022
141,022
33,682
12,343
8,340
195,387

$

$
(XXV) Loss on disposal of investments
Foreign currency exchange gains (losses)
Loss (gain) on financial assets/liabilities at fair
value through profit or loss
Other losses -- Depreciation of investment
properties
Other miscellaneous expenses
Financial Costs
Interest Expenses:
Bank borrowings
$ Convertible bonds

Lease liabilities

Others

$
Loss on disposal of investments
Foreign currency exchange gains (losses)
Loss (gain) on financial assets/liabilities at fair
value through profit or loss
Other losses -- Depreciation of investment
properties
Other miscellaneous expenses
Financial Costs
Interest Expenses:
Bank borrowings
$ Convertible bonds

Lease liabilities

Others

$
$ (


(




2023
-
636)
8,662
16,188)
-
2023
-
636)
8,662
16,188)
-
($
(
(
(




($
($






2023
111,935
43,376
7,046
49
162,406




$ $

~51~

Taiwan Mask Corp. Control Security C

(XXVI) Expenses by nature

Employee benefits expenditure
$ Depreciation expense (Note)

Amortization expense

Note: Including investment property and right-of-
use assets
2023
516,888 $ 798,565
24,041
2022
467,529
513,116
6,284

(XXVII) Employee benefits expenditure

Payroll expenses
Employee stock options
Labor and health insurance fees
Pension expense
Other personnel expenses
$


2023
441,770
-
34,816
14,991
25,311
516,888
$


2022
395,385
14,131
29,229
12,364
16,420
467,529

$

$
  1. According to the Articles of Incorporation, the Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any.

  2. For 2023 and 2022, employee remuneration was accrued at NT$80,000 and NT$102,000, respectively, and director remunerations was accrued at NT$12,000 and NT$18,000, respectively. The amounts were listed as payroll expenses.

The remuneration of employees and directors for 2023 and 2022 were estimated in accordance with the Articles of Incorporation taking into account the annual profit.

The 2022 employees’ and directors’ remuneration as resolved by the Board of Directors are consistent with the amounts recognized in the 2022 financial statements. Information about employees remuneration and director remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System”.

~52~

Taiwan Mask Corp. Control Security C

(XXVIII) Income tax 1. Income tax expense

Components of income tax expense:

2023
Current tax:
Current tax on profits for the year
$ 182,991
$ Additional surtax on undistributed
earnings
-

Over provision of prior year’s
income tax
70,339

Total current tax
253,330

Deferred income tax:
Origination and reversal of
temporary differences
( 7,161)

Total Deferred Income Tax
( 7,161)

Income Tax Expense
$ 246,169
$ 2. Reconciliation between income tax expense and accounting profit
$
2022
189,639
-
-
189,639
2,011
2,011
191,650



$
Tax calculated based on profit before
tax and statutory tax rate
$ Impact tax deductibles of investment (
Fees excluded according to the tax
law

Tax-exempt income under the tax law (
Over provision of prior year’s
income tax

Income Tax Expense
$
Tax calculated based on profit before
tax and statutory tax rate
$ Impact tax deductibles of investment (
Fees excluded according to the tax
law

Tax-exempt income under the tax law (
Over provision of prior year’s
income tax

Income Tax Expense
$
2023
122,459
50,000)
113,684
10,313)
70,339
246,169
$

(
2022
179,034
-
23,042
10,426)
-
191,650

$
$

~53~

Taiwan Mask Corp. Control Security C

  1. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
Temporary differences:
- Deferred income tax
assets:
Pension liabilities
Loss on inventory
Unrealized exchange
Subtotal
- Deferred income tax
liabilities:
Unrealized gain on
exchange
Total
Temporary differences:
- Deferred income tax
assets:
Unrealized exchange
loss
Subtotal
- Deferred income tax
liabilities:
Unrealized gain on
exchange
Total
2023
January 1
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Recognized in
equity
December 31
$ - $ 2,047
$ -
$ -
$ 2,047
- 959
-
-
959
loss1,780
524
-
-
2,304
$ 1,780
$ 3,530
$-
$-
$ 5,310
($ 3,850)
$ 3,631
$-
$-
($ 219)
($ 2,070)
$ 7,161
$-
$-
$ 5,091
2022
January 1
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Recognized in
equity
December 31

$-
$ 1,780
$-
$-
$ 1,780
$-
$ 1,780
$-
$-
$ 1,780
($ 59)
($ 3,791)
$-
$-
($ 3,850)
($ 59)
($ 2,011)
$-
$-
($ 2,070)
  1. Deductible temporary difference not recognized as deferred income tax assets
Deductible temporary difference December 31, 2023
$ 100,350
December 31, 2022
$ 105,407
December 31, 2022
  1. The Company’s income tax returns through 2021 have been assessed and approved by the tax authority.

~54~

Taiwan Mask Corp. Control Security C

(XXIX) Earnings per share

Earnings per share
Profit attributable to ordinary
shareholders
Diluted Earnings per share
Profit attributable to ordinary
shareholders
Assumed conversion of all
dilutive potential ordinary
shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary
shareholders plus assumed
conversion of all dilutive
potential ordinary shares
Earnings per share
Profit attributable to ordinary
shareholders
Diluted Earnings per share
Profit attributable to ordinary
shareholders
Assumed conversion of all
dilutive potential ordinary
shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary
shareholders plus assumed
conversion of all dilutive
potential ordinary shares
Amount after
tax
$ 366,126
$ 366,126

14,029
-
$ 380,155
Amount after
tax
$ 703,519
$ 703,519

14,422
-
2023
Weighted average
share outstanding
(thousand shares)
209,180
209,180
20,335
1,331
230,846
2022
Weighted average
share outstanding
(thousand shares)
208,572
208,572
19,713
1,473
229,758
Earnings per

share (NTD)
$ 1.75
$ 1.65
Earnings per















share (NTD)
$ 3.37
$ 3.12
$ 717,941

The weighted average number of shares outstanding in 2023 and 2022 has deducted the number of shares held by the Company and the subordinate company Youe Chung Capital deemed as the Company’s treasury stock (the number of shares is based on the Company’s shareholding).

~55~

Taiwan Mask Corp. Control Security C

(XXX) Supplemental cash flow information

Investing activities with partial cash payments:

Purchase of property, plant and
equipment
Add: Opening balance of payable on
equipment
Prepayments for equipment at the
end of the period
Less: Ending balance of payable on
equipment
Prepayments for equipment at the
beginning of the period
Cash paid during the year
2023
$ 3,841,764
105,604
348,993
( 240,893)
( 1,322,877)
$ 2,732,591
2022
$ 2,044,326
44,545
1,322,877
( 105,604)
( 643,858)
$ 2,662,286

(XXXI) Changes in liabilities arising from financing activities

January 1, 2023
Change in cash
flow from
financing
activities
Interest Incomes
Interest Paid
Other Non-Cash
Transactions
December 31, 2023
January 1, 2022
Change in cash
flow from
financing
activities
Interest Incomes
Interest Paid
Other Non-Cash
Transactions
December 31, 2022
Short Term
Loans
$1,054,934
25,049
-
-
-
$1,079,983
Short Term
Loans
$ 860,000
194,934
-
-
-
$1,054,934
Corporate bonds
payable
Long-term
borrowings
(including
current
portion)
Lease
liabilities
$2,609,044
$ 3,390,000 $549,323
797,338
75,263 ( 33,119)
43,376
- 7,046
( 20,540)
- ( 7,046)
( 4,618)
-
30,171
$3,424,600
$ 3,465,263
$546,375
Corporate bonds
payable
Long-term
borrowings
(including
current
portion)
Lease
liabilities
$1,657,049
$2,650,000 $ 568,475
997,095
740,000 ( 29,737)
18,103
- 6,787
-
- ( 6,787)
( 63,203)
-
10,585
$2,609,044
$3,390,000
$ 549,323
Corporate bonds
payable
Long-term
borrowings
(including
current
portion)
Lease
liabilities
$2,609,044
$ 3,390,000 $549,323
797,338
75,263 ( 33,119)
43,376
- 7,046
( 20,540)
- ( 7,046)
( 4,618)
-
30,171
$3,424,600
$ 3,465,263
$546,375
Corporate bonds
payable
Long-term
borrowings
(including
current
portion)
Lease
liabilities
$1,657,049
$2,650,000 $ 568,475
997,095
740,000 ( 29,737)
18,103
- 6,787
-
- ( 6,787)
( 63,203)
-
10,585
$2,609,044
$3,390,000
$ 549,323
Long-term
borrowings
(including
current
portion)
3,390,000
75,263
-
-
-
Long-term
borrowings
(including
current
portion)
3,390,000
75,263
-
-
-
Lease
liabilities
$549,323
( 33,119)
7,046
( 7,046)
30,171
Lease
liabilities
$549,323
( 33,119)
7,046
( 7,046)
30,171
Lease
liabilities









Guarantee
Deposits
Received
$ 33,874
87
-
-
-
Total liabilities
arising from
financing
activities
$ 7,637,175
864,618
50,422
( 27,586)
25,553
$ 8,550,182
Total liabilities
arising from
financing
activities
$ 5,740,329
1,931,361
24,890
( 6,787)
( 52,618)
$ 7,637,175
3,465,263
$546,375
$ 33,961
Guarantee
Deposits
Received
$ 4,805
29,069
-
-
-
$ 33,874

$

Long-term
orrowings

payable
$1,657,049
997,095
18,103
-
( 63,203)
$2,609,044
$3,390,000
$ 549,323

$

~56~

Taiwan Mask Corp. Control Security C

VII. Related Party Transactions

(I) Related parties’ names and relationship

Name of the related parties Relationship with the Company Miracle Technology CO., LTD. Subsidiary

Miracle Technology CO., LTD. Subsidiary Youe Chung Capital Corporation Subsidiary Innova Vision INC. Subsidiary Aptos Technology INC. 2nd-tier subsidiary Miracle International Enterprise(Shanghai) Co., 2nd-tier subsidiary Ltd. One Test Systems Subsidiary Xsense Technology Corporation 2nd-tier subsidiary (Note 1) Xsense Technology Corporation (B.V.I.) Taiwan 2nd-tier subsidiary (Note 1) Branch Digital-Can Tech. Co., Ltd. 2nd-tier subsidiary ADL Energy Corp 2nd-tier subsidiary Pilot Battery Co., Ltd. Subsidiary Weida Hi-Tech Co., Ltd. Affiliates Image Match Design Inc. Other related party (Note 2) BKS Tec Corp. Other related party Taiwan Mask Charity Foundation Other related party

  • Note 1: Xsense Technology Corporation underwent a physical capital reduction in November 2022, leaving only 1 share held by Youe Chung Capital Corporation; at the same time, Xsense Technology Corporation applied to have the shares of Xsense Technology Corporation (B.V.I.) Taiwan Branch it held transferred to the original shareholders of Xsense Technology Corporation according to the original shareholding percentage; as of December 31, 2023, Youe Chung Capital Corporation held 100% equity of Xsense Technology Corporation and 53.00% of Xsense Technology Corporation (B.V.I.) Taiwan Branch.

  • Note 2: Image Match Design Inc. re-elected it directors on June 1, 2023. Youe Chung Capital Corporation is no longer a director of the company, and the company is not a related party of the Company.

~57~

Taiwan Mask Corp. Control Security C

(II) Significant transactions with the related parties

1. Operating revenue

Product sales:
Subsidiary
2nd-tier subsidiary
Affiliates
Other related party
$

2023
11,716
23,415
1,336
-
36,467
$

2022
14,828
17,609
7,066
1,169
40,672
$
$

There are no major abnormalities in the transaction prices and payment terms of the related party compared to that of non-related parties.

  1. Account receivable from related parties
Accounts Receivables:
Subsidiary
2nd-tier subsidiary
Affiliates
Subtotal
Other receivables:
Subsidiary
2nd-tier subsidiary
Other related party
Subtotal
Total
December 31, 2023
$ 1,629
4,865
-
6,494
29,161
61,372
407
90,940
$ 97,434
December 31, 2022
$ 5,221
3,978
326
9,525
7,421
10,022
-
17,443
$ 26,968

3. Other Payables - Related Parties

Other payables - acquisition of real
property:
2nd-tier subsidiary
Other Payables:
2nd-tier subsidiary
Subtotal
Total
December 31, 2023
$ 2,505
1,626
4,131
$ 4,131
December 31, 2022

$ -
-
-
$-

~58~

Taiwan Mask Corp. Control Security C

4. Acquisition of other assets

2nd-tier subsidiary Account item
Fixed assets
2023
Acquisition price
$ 163,637
2022
Acquisition price
$ 32,884
  1. Acquisition of financial assets 2023:
Subsidiary
Subsidiary
2nd-tier
subsidiary
2022: None.
Account item
Investment under equity
method

Investment under equity
method

Investment under equity
method
Number of shares
acquired
940,000
1,020,000
3,600,000
2023
Acquisition price
$ 124,031
$ 20,400
$ 180,000

6. Others

(1) Guarantee Deposits Received: 2023 2022
Subsidiary $ 473 $ 416
Other related party 118 95
$ 591 $ 511
(2) Rental income: 2023 2022
Subsidiary $ 18,800 $ 21,577
2nd-tier subsidiary 101,527 102,104
Other related party 1,677 891
$ 122,004 $ 124,572

The Company leases buildings to subsidiaries, 2nd-tier subsidiaries and other related parties. The lease contract period is from 2018 to 2031, and the rent is collected in accordance with the contract.

(3) Prepayments for equipment:
2nd-tier subsidiary
$ 2023
20,894
$ 2022
71,804

~59~

Taiwan Mask Corp. Control Security C

  • (4) The Company issued cash dividends of NT$90,829 and NT$73,463 to Youe Chung Capital in 2023 and 2022, respectively.

  • (5) In 2023 and 2022, the Company donated NT$2,685 and NT$4,416, respectively, in cash to the Taiwan Mask Charity Foundation.

(III) Compensation of key management personnel

Salary and short-term employee benefits
Post-employment benefits
$ 2023
28,344
108
28,452
$ 2022
31,197
216
$ $ 31,413

VIII. Pledged Assets

Assets pledged by the Company as collateral are as follows:

Assets
Time deposit (Recognized as
financial assets at amortized
cost)
Demand deposit (Recognized as
financial assets at amortized
cost)
Stocks of publicly traded and OTC
companies (recognized as
“Financial assets at fair value
through profit or loss”)
Buildings and structures
Real estate investment
Machinery and equipment and
equipment under acceptance
Office equipment
Book
December 31, 2023
$ 43,954
373,550

626,858
594,621
662,854
2,846,465
2,702
$ 5,151,004
Book value

December 31, 2022
Purpose
$ 222,729
Guarantee of cargo
out of free trade zone
and lease deposit
45 Short-term
borrowings and
corporate bond
guarantee
640,740
Short Term Loans
608,646
Long-term Loans
683,746
Long-term Loans
2,213,811
Long-term borrowings
2,401
Long-term borrowings
$ 4,372,118
2023

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments

(I) Contingencies

None.

~60~

Taiwan Mask Corp. Control Security C

(II) Commitments

  1. Machine equipment maintenance contracts that have been signed but not yet paid
Machine maintenance December 31, 2023
$ 44,906
December 31, 2022
$ 51,362
  1. Capital expenditures that have been signed but not yet incurred
Property, plant and equipment December 31, 2023
$ 980,980
December 31, 2022
$ 15,539
  1. Lease agreement

Please see Note 6 (8) and (9)

X. Losses due to Major Disasters

None.

XI. Major Events after Financial Statement Date

  1. The resolution of the Company’s Board on March 6, 2024 passed the appropriation of earnings. Please refer to Note 6 (19) for details.

  2. On March 6, 2024, the Company’s Board of Directors resolved to acquire the common shares of TrueLight Corporation through private placement. The expected subscription quantity is 13,500 thousand shares for an investment amount of NT$410,400.

XII. Others

(I) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including “current and non-current borrowings” as shown in the parent only balance sheet) less cash and cash equivalents. Total capital is calculated as “equity” as shown in the parent only balance sheet plus net debt.

The Company’s strategy in 2023 and 2022 was to borrow long-term loans and issue corporate bonds to purchase machinery and equipment and obtain long-term working capital. For the years ended December 31, 2023 and 2022, the debt-to-capital ratios were as follows:

~61~

Taiwan Mask Corp. Control Security C

Total borrowings
Less: Cash and cash equivalents
Net debt
Total equity
Total capital
Debt-to-equity ratio
December 31, 2023
$ 7,969,846
( 451,993)
7,517,853
5,123,142
$ 12,640,995
59.47%
December 31, 2022
$ 7,053,978
( 1,211,411)
5,842,567
4,546,920
$ 10,389,487
56.23%

(II) Financial instruments 1. Types of financial instrument

Financial assets
Financial Liabilities at Fair Value
Through Profit or Loss
Mandatory financial assets at fair
value through profit or loss
Financial assets measured at
amortized cost
Cash and Cash Equivalents
Financial assets measured at
amortized cost
Accounts receivable (Including
related parties)
Other account receivable
(Including related parties)
Refundable deposit
Financial liabilities
Financial liabilities at amortized cost
Short Term Loans
Accounts Payable
Other accounts payable (Including
related parties)
Corporate bonds payable
(Including related parties)
Long-term borrowings (including
current portion)
Guarantee Deposits Received
Lease liabilities
December 31, 2023
$ 1,257,302
$ 451,993
420,504
692,292
95,460
10,153
$ 1,670,402
December 31, 2023
1,079,983
117,596
673,711
3,424,600
3,465,263
33,961
$ 8,795,114
$ 546,375
December 31, 2022
$ 1,232,454
$ 1,211,411
225,774
809,956
22,009
8,723
$ 2,277,873
December 31, 2022
$ 1,054,934
109,004
520,173
2,609,044
3,390,000
33,874
$ 7,717,029
$ 549,323

~62~

Taiwan Mask Corp. Control Security C

  1. Risk management policies

  2. (1) The Company’s activities expose it to a variety of financial risks, including market risk (exchange rate, interest rate and price), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and performance.

  3. (2) Risk management is carried out by the Company’s finance department under policies approved by the Board of Directors. Company’s finance department identifies, evaluates and hedges financial risks in close collaboration with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as currency exchange risk, interest rate risk, credit risk, the use of derivatives and non-derivative financial instruments and investment of excess liquidity.

  4. Significant financial risks and degrees of financial risks

  5. (1) Market risk

    • A. Foreign exchange risk

The Company’s operations involve certain non-functional currencies (the Company’s functional currency is the New Taiwan dollar (NTD), so it is subject to the impact of exchange rate fluctuation. The details of assets and liabilities denominated in foreign currencies whose values would be materially affected by exchange rate fluctuations are as follows:

December 31, 2023
(Foreign currency:
functional currency)
Foreign currency (in
thousand)
Exchange rate
Financial assets
Monetary items
USD : NTD
USD
24,952
30.705
$ JPY : NTD
JPY
6,857
0.2172
Financial liabilities
Monetary items
USD : NTD
USD
10,926
30.705
$ JPY : NTD
JPY
836,916
0.2172
Euro : NTD
EUR
359
33.980
Book value
(NT$ in
thousands)
766,154
1,489
335,484
181,778
12,192

~63~

Taiwan Mask Corp. Control Security C

December 31, 2022

(Foreign currency:
functional currency)
Foreign currency (in
thousand)
Financial assets
Monetary items
USD : NTD
USD
44,731
JPY : NTD
JPY
1,496
Financial liabilities
Monetary items
USD : NTD
USD
3,422
JPY : NTD
JPY
616,283
Book value
Exchange
rate
(NT$ in
thousands)
30.71 $ 1,373,703
0.2324
348
30.71 $ 105,090
0.2324
143,224
  • B. Total exchange gain, including realized and unrealized gains from significant foreign exchange variations on monetary items held by the Company amounted to (NT$636) and N$47,090 for the years ended December 31, 2023 and 2022, respectively.

  • C. The analysis of foreign currency risk due to significant exchange rate fluctuation is as follows:

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
Euro : NTD
2023
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other
comprehensive
profit and loss
affected
1%
$ 7,662 $ -
1%
15
-
1%
($ 3,355)
-
1%
( 1,818)
-
1%
( 122)
2023
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other
comprehensive
profit and loss
affected
1%
$ 7,662 $ -
1%
15
-
1%
($ 3,355)
-
1%
( 1,818)
-
1%
( 122)
2023
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other
comprehensive
profit and loss
affected
1%
$ 7,662 $ -
1%
15
-
1%
($ 3,355)
-
1%
( 1,818)
-
1%
( 122)
2023
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other
comprehensive
profit and loss
affected
1%
$ 7,662 $ -
1%
15
-
1%
($ 3,355)
-
1%
( 1,818)
-
1%
( 122)


Effect on
profit or loss
$ 7,662
15
($ 3,355)
( 1,818)
( 122)

profit and loss

$

affected
-
-
-
-
1%
1%
1%
1%
1%

~64~

Taiwan Mask Corp. Control Security C

Fluctuation
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD : NTD
1%
JPY : NTD
1%
Financial liabilities
Monetary items
USD : NTD
1%
JPY : NTD
1%
Fluctuation 2022
Sensitivity Analysis

Price risk

  • A. The equity instruments owned by the Company exposing to the price risk are financial assets at fair value through profit or loss.

  • B. The Company invests primarily in beneficiary certificates and equity instruments. The price of such equity instrument is subject to the uncertainty of the future value of investment target. If the price of such equity instrument increases or decreases by 1%, while all other factors remain unchanged, the net profit after tax affected by equity instruments at fair value through profit or loss after tax for 2023 and 2022 is an increase or decrease of NT$10,058 and NT$9,860, respectively.

Cash flow and fair value interest rate risk

  • A. The Company’s interest rate risk mainly comes from long-term borrowings issued at floating rates, which exposes the Company to cash flow interest rate risk. For 2023 and 2022, the Company’s borrowings issued at floating rates were mainly denominated in New Taiwan Dollars.

  • B. The Company’s borrowings are measured at amortized cost, and the annual interest rate is re-priced according to the contract, which exposes the Company to the risk of future market interest rate changes.

  • C. If the long- and short-term borrowing rates increase or decrease by 0.25%, while all other factors remain constant, the net profit after tax for 2023 and 2022 is a decrease or increase of NT$9,090 and NT$8,890, respectively, mainly due to the interest expense changes caused by the floating interest rate.

  • (2) Credit risk

  • A. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments under contract obligations, and the defaults are accounts receivable and the contract cash flow from debt instruments measured at amortized cost, measured at fair value through other comprehensive income and measured at fair value through profit or loss.

~65~

Taiwan Mask Corp. Control Security C

  • B. The management of credit risk is established with a Company perspective. Only the banks and financial institutions with an independent credit rating of at least “A” can be accepted as transaction partners of the Group. According to the internal credit policy, each operating entity of the Company is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.

  • C. The Company considers a contract payment overdue in accordance with the agreed payment terms a breach of contract.

  • D. The Company uses IFRS 9 to provide the following assumption as a basis for determining whether there is a significant increase in the credit risk of financial instruments after the original recognition:

  • (A) If the contract payment is overdue for more than 30 days in accordance with the agreed payment terms, the credit risk of the financial asset is significantly increased since the original recognition.

  • (B) For bond investments in Taipei Exchange, if any external rating agency rates it as an investment grade on the balance sheet date, the credit risk of the financial asset is considered low.

  • E. The Company uses the following indicators to determine the status of credit impairments of debt instruments:

  • (A) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.

  • (B) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.

  • (C) The issuer delays or does not pay for the interest or principal.

  • (D) Unfavorable changes in the national- or regional-level economic situation resulting in the issuer’s default.

  • F. The Company categorizes the accounts receivable from customers based on the characteristics of trade credit risks. The simplified approach is adopted for estimating the expected credit loss based on the provision matrix.

  • G. The Company may write off the amount of financial assets that cannot be reasonably expected to be recovered after recourse. However, the Company will continue the recourse to protect the rights of the claims.

  • H. The Company has incorporated forward-looking considerations to adjust the loss rate built according to historic and current data in order to estimate the loss allowance of accounts receivables. The provision matrix for the years ended December 31, 2023 and 2022 are shown as follows:

~66~

Taiwan Mask Corp. Control Security C

30 days past
31 to 90 days

91 to 180 days
181 to 360 days
Not past due due past due past due past due Total
December 31, 2023
Expected loss rate 0.01% 0.50% 5.27% 15.37% 64.93%
Total book value $575,140 $ 88,263 $ 28,821 $ 2,090 $ 302 $694,616
Loss allowance $ - $ - ($ 1,442) ($ 731) ($ 151) ($ 2,324)
30 days past 31 to 90 days 91 to 180 days 181 to 360 days
Not past due due past due past due past due Total
December 31, 2022
Expected loss rate 0.01% 0.20% 1.85% 5.23% 56.58%~100%
Total book value $723,205 $72,473 $ 13,355 $ 1,581 $ 1,248 $811,862
Loss allowance $ - $ - ($ 729) ($ 554) ($ 623) ($ 1,906)
  • I. The Company adopts a simplified method in which the loss allowance for the accounts receivable is shown as follows:
accounts receivable is shown as follows:
January 1
Recognize impairment loss
December 31
January 1
Recognize impairment loss
December 31
2023
Accounts Receivables
$ 1,906
418
$ 2,324
2022
Accounts Receivables
$ 1,085
821
$ 1,906

(3) Liquidity risk

  • A. Cash flow forecasting is performed by the operating entities of the Company and aggregated by the Company’s finance department. It monitors rolling forecasts of liquidity requirements to ensure the Company has sufficient cash to meet operational needs.

  • B. The remaining cash held by each operating entity will be transferred back to the Company’s finance department. The finance department of the Company invests the remaining funds in interest-bearing demand deposits, time deposits, financial assets at fair value through profit or loss, financial assets at amortized cost (time deposits with a maturity of more than 3 months and less than 12 months), as the instruments chosen have appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. For the years ended December 31, 2023 and 2022, the position of money market held by the Company is at NT$451,993 and NT$1,214,411, respectively, and is expected to generate immediate cash flow to manage liquidity risk.

~67~

Taiwan Mask Corp. Control Security C

  • C. The Company’s undrawn borrowing facilities are shown as follows:
Floating rate
Mature within one year
Maturity of more than 1 year
December 31, 2023
$ 1,141,826
-
$ 1,141,826
December 31, 2022

$ 255,100
120,000
$ 375,100
  • D. The following table shows the Company’s non-derivative financial liabilities and derivative financial liabilities settled on a net or total amount, grouped according to the relevant maturity date. Non-derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the contract maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Non-derivative financial liabilities:
December 31, 2023Within 1 year
Non-derivative
financial liabilities:
Short Term Loans
$ 1,105,920
Accounts Payable
117,596
Other accounts
payable
(Including
related parties)
673,711
Lease liabilities
38,896
Corporate bonds
payable
34,400
Long-term
borrowings
(including
current portion)
953,532
Guarantee Deposits
Received
-
1 to 2 years
$ -
-
-
35,466
34,400
822,570
33,961
2 to 5 years
$ -
-
-
97,241
3,558,260
1,528,823
-
Over 5 years
$ -
-
-
446,083
-
374,298
-

~68~

Taiwan Mask Corp. Control Security C

December 31, 2022
Non-derivative
financial liabilities:
Short Term Loans
Accounts Payable
Other Payables
Lease liabilities
Corporate bonds
payable
Long-term
borrowings
(including
current portion)
Guarantee Deposits
Received
Within 1 year
$ 1,054,934
109,004
520,173
36,293
-
496,418
-
1 to 2 years
$ -
-
-
33,544
-
845,808
33,874
2 to 5 years
$ -
-
-
89,277
2,696,140
175,591
-
Over 5 years
$ -
-
-
469,121
-
1,664,852
-

(III) Fair value information

  1. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  2. Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in stocks of publicly traded or OTC firms and beneficiary certificates is included in Level 1.

  3. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  4. Level 3: Unobservable inputs for the asset or liability The fair value of the Company’s investment in stocks of non-publicly traded or non-OTC firms is included in Level 3.

  5. Financial instruments not measured at fair value

  6. Cash and cash equivalents, notes receivable, accounts receivable, other receivable, shortterm borrowings, notes payable, accounts payable and other payable as reasonable approximation of fair value.

~69~

Taiwan Mask Corp. Control Security C

  1. The related information for financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows:
December 31, 2023
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit
or loss - Equity
securities
Liabilities
Recurring fair value
measurements
Financial Liabilities at
Fair Value Through
Profit or Loss
Convertible bond
call/put options
December 31, 2022
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit
or loss - Equity
securities
Liabilities
Recurring fair value
measurements
Financial Liabilities at
Fair Value Through
Profit or Loss
Convertible bond
call/put options
Level 1
$1,190,010
$-
Level 1
$1,153,154
$-
$ Level 2
67,292
-
Level 2
79,300
-
$ Level 3
-
9,383
Level 3
-
5,697
Total
$1,257,302
$ 9,383
Total
$1,232,454
$ 5,697

$
$
$
$

$
$

~70~

Taiwan Mask Corp. Control Security C

  1. The methods and assumptions adopted by the Company for assessing the fair value are as follows:

  2. (1) The Company adopt market pricing as the input of fair value (i.e. Level 1), and the breakdown of the characteristics of the instrument is as follows:

Shares of listed and OTC Open-end funds company Market price Closing price Net Value

  • (2) Except for the abovementioned financial instruments with active markets, the fair value of the remaining financial instruments is obtained using valuation techniques. The fair value obtained through valuation techniques can refer to the current fair value of other financial instruments with similar substantive conditions and characteristics, discounted cash flow method, or other valuation techniques, including the use of market information available on the date of the parent only balance sheet (for example, the Taipei Exchange refers to the yield curve, the Reuters adopts the average quotation of interest rate of commercial promissory notes).

  • (3) The output of the valuation model is the estimated value, and the valuation technique may not reflect all the relevant factors of the financial instruments and non-financial instruments held by the Company. Therefore, the estimated value of the valuation model will be appropriately adjusted according to additional parameters, such as model risk or liquidity risk. According to the Company’s fair value valuation model management policies and related control procedures, the management believes that in order to properly express the fair value of financial instruments and non-financial instruments in the parent only balance sheet, valuation adjustments are appropriate and necessary. The price information and parameters used in the valuation process are carefully assessed and appropriately adjusted according to current market conditions.

  • (4) The Company incorporates credit risk valuation adjustments into the consideration of fair value of financial instruments and non-financial instruments to reflect counterparty credit risk and the credit quality of the Company, respectively.

  • There were no transfers between Level 1 and 2 in 2023 and 2022.

  • The following table shows the changes in Level 3 in 2023 and 2022:

January 1, 2023
Recognized in profit or loss
December 31, 2023
January 1, 2022
Disposal this period
Recognized in profit or loss
December 31, 2022
Financial instruments
($ 5,697)
( 3,686)
($ 9,383)
Financial instruments
$ 12,132
( 7,132)
( 10,697)
($ 5,697)

~71~

Taiwan Mask Corp. Control Security C

  1. The quantitative information about the significant unobservable input value of the valuation model and the sensitivity analysis of the significant unobservable input value change used in Level 3 fair value measurements are explained as follows:
December 31, 2023
Fair value
Derivative equity / liability
Convertible bond
call/put options
($9,383)
December 31, 2022
Fair value
Derivative equity / liability
Convertible bond
call/put options
(5,697)
Valuation
technique
Convertible
bond
evaluation
model
Valuation
technique
Convertible
bond
evaluation
model
Significant
unobservable
inputs
Stock price
volatility
Significant
unobservable
inputs
Stock price
volatility
Range
(weighted
average)
29.44%
Range
(weighted
average)
50.65%
Relationship between

inputs and fair value
The higher the stock
price volatility, the
higher the fair value
Relationship between

inputs and fair value
The higher the stock
price volatility, the
higher the fair value
  1. The Company has carefully assessed the valuation models and parameters used to measure fair value. However, use of different valuation models or parameters may result in different measurement. For financial assets or liabilities classified in Level 3, changes in valuation parameters have the following impacts on the income or other comprehensive income of the period:
income of the period:
Inputs
Changes
Financial
assets
Debt
Stock price
fluctuation
± 1%
Inputs
Changes
Financial
assets
Debt
Stock price
fluctuation
± 1%
December 31, 2023
Recognized in profit or
loss
Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
Favorable
changes
Adverse
changes
$ 20
($ 10)
-
-
December 31, 2022
Recognized in profit or
loss
Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
Favorable
changes
Adverse
changes
$ 20
($ 20)
-
-

~72~

Taiwan Mask Corp. Control Security C

XIII. Supplementary Disclosure

(I) Significant transactions information

  1. Loans to others: Please refer to Table 1.

  2. Provision of endorsements and guarantees to others: Please refer to Table 2.

  3. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table 3.

  4. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

  5. Acquisition of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.

  6. Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.

  7. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  8. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  9. Engaged in derivative trading: None.

  10. Significant inter-company transactions during the reporting periods: Please refer to Table 4.

  11. (II) Information on Reinvested Businesses

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to Table 5.

(III) Information on investments in Mainland China

Please see Table 6.

(IV) Information on Major Shareholders

Please see Table 7.

XIV. Segments Information

Not applicable.

~73~

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Cash and Cash Equivalents Schedule December 31, 2023

Taiwan Mask Corporation
Cash and Cash Equivalents Schedule
December 31, 2023
Taiwan Mask Corporation
Cash and Cash Equivalents Schedule
December 31, 2023
Schedule 1 Unit: NT$ Thousand
Item
Summary
Amount
Bank deposits
Demand deposits - NTD $ 200,183
- Foreign currencyUSD 7,152, exchange rate 30.705 219,587
JPY 6,857, exchange rate 0.2172 1,489
EUR 1, exchange rate 33.980 29
Demand deposits - Foreign currencyUSD 1,000, exchange rate 30.705
Duration: December 20, 2023 to
January 05, 2024
Range of interest rate: 5% 30,705
$ 451,993

Page1 , Schedule 1

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Accounts Receivable Schedule December 31, 2023

Unit: NT$ Thousand

Schedule 2
Customer Name
Summary
General customers
Company F
Company A
Company B
Company G
Company H
Company C
Others
Less: Allowance for bad debts
Related party
Miracle Technology Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Less: Allowance for bad debts
Unit: NT$ Thousand
Amount
Note
$ 103,651
72,317
70,789
51,259
39,552
36,476
314,078
The balance of each separate
account did not exceed 5% of this
account.
688,122
Account balance that has been
more than a year is $0
( 2,324)
685,798
$ 1,629
4,865
6,494
Account balance that has been
more than a year is $0
-
$ 6,494

Page 1, Schedule 2

Taiwan Mask Corp. Control Security C

Schedule 3
Items
Raw materials
Work in process
Finished goods
Add: Loss on falling prices of
inventory and inventory
obsolescence
Taiwan Mask Corporation
Inventories Schedule
December 31, 2023
Amount
Summary
Cost
Market price
$ 103,921 $ 104,350
26,609 47,372
3,839
6,976
134,369$ 158,698
( 4,794)
$ 129,575
Unit: NT$ Thousand
Note
Net realizable value as the
market value
Net realizable value as the
market value
Net realizable value as the
market value

Page 1, Schedule 3

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation

Financial assets schedule at fair value through profit and loss January 1 to December 31, 2023

Schedule 4

Unit: NT$ Thousand

Name
Common stocks of United Microelectronics Corporation
Common stock of China Steel Structure Co., Ltd.
Common stocks of Avision Inc. through private
placement.
Common Stock of 3S Silicon Tech Inc.
Convertible bond call/put options
Total
Opening balance
Number of Shares
Book value
7,554,000
$ 307,448
14,334,000
845,706
10,000,000
79,300
-
-
-
( 5,697)
$ 1,226,757
Increase this period
Number of Shares
Amount
-
$ 89,892
-
-
-
-
1,000,000
12,500
-
-
$ 102,392
Increase this period
Number of Shares
Amount
-
$ 89,892
-
-
-
-
1,000,000
12,500
-
-
$ 102,392
Increase this period
Number of Shares
Amount
-
$ 89,892
-
-
-
-
1,000,000
12,500
-
-
$ 102,392
Decrease this period
Number of Shares
Amount
-
$ -
-
( 53,036)
-
( 23,600)
-
( 908)
-
( 3,686)

($ 81,230)
Decrease this period
Number of Shares
Amount
-
$ -
-
( 53,036)
-
( 23,600)
-
( 908)
-
( 3,686)

($ 81,230)
Number Number


$



of Shares
7,554,000
14,334,000
10,000,000
-
-
-
-
-
1,000,000
-
-
-
-
-
-
7,554,000
14,334,000
10,000,000
1,000,000
-
$ 102,392
($ 81,230)

Page 1, Schedule 4

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Schedule of Investments Changes Accounted for Using Equity Method January 1 to December 31, 2023

Schedule 5
Name
SunnyLake Park International
Holdings, Inc.
Youe Chung Capital Corporation
Innova Vision INC.
Advagene Biopharma Co., Ltd.
Miracle Technology CO., LTD.
Weida Hi-Tech Co., Ltd.
ONE TEST SYSTEMS
Pilot Battery Co., Ltd.
Total
Opening Balance
Number of Shares
Amount
3,120,000
$ 5,746

534,877,568
1,140,806

36,793,134
151,324

12,549,652
33,508

22,955,033
482,368

12,176,880
84,080


-

$ 1,897,832
Increase in investment for the Increase (decrease)
under equity method
Amount (Note)
Ending balance
Ratio of
Share
Proportion
Number of Shares
($ 63)
3,120,000
100.00%
( 153,423)
534,877,568
100.00%
( 29,073)
37,813,134
75.32%
( 534)
12,549,652
23.51%
( 10,272)
22,955,033
100.00%
( 57,999)
12,176,880
28.20%
( 2,699)
940,000
100.00%
( 101,409)
3,600,000
20.00%
($ 355,472)
Ending balance Ending balance Ending balance $





period
Number of
Shares
Amount
-
$ -
-
-
1,020,000
20,400
-
-
-
-
-
-
940,000
124,031
3,600,000
180,000
$ 324,431
period

Ratio of
Share
Proportion

Ratio of
3,120,000
534,877,568
36,793,134
12,549,652
22,955,033
12,176,880

($

Note: Mainly the share of profit or loss of subsidiaries and affiliates accounted for using the equity method, the share of other comprehensive income, and the cash dividends received from investees.

Page 1, Schedule 5

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Property, Plant and Equipment Cost Changes Schedule January 1 to December 31, 2023

Unit: NT$ Thousand

Schedule 6
Items
Buildings and structures
(including land)
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Unfinished construction and
equipment to be inspected
Opening balance
$ 1,884,128
4,526,313
6,292
43,591
315,058
364,782
$ 7,140,164

Increase this
period
$ 154,027
2,501,097
2,165
12,261
193,715
978,499
$ 3,841,764
Decrease this
period
$ -
-
( 2,189)
-
-
-
($ 2,189)
Reclassification
for the year
$ 146,113
157,313
-
260
42,413
( 332,453)
$ 13,646
Unit: NT$ Thousand

Closing balance
Guarantee or pledge
Note
$ 2,184,268
Yes
7,184,723
Yes
6,268
None
56,112
Yes
551,186
None
1,010,828
None
$10,993,385

Page 1, Schedule 6

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation

Property, Plant and Equipment Accumulated Depreciation Changes Schedule January 1 to December 31, 2023

Schedule 7

Unit: NT$ Thousand

Items
Buildings and structures
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Opening balance
$ 654,821
1,615,533
3,425
24,094
79,963
$ 2,377,836
Increase this period
Decrease this
period
$ 171,556
$ -
480,815
-
1,172 ( 2,189)
11,210
-
81,542
-
$ 746,295
($ 2,189)
Reclassification for
the year
Balance of the
period
Note
$ 9,230
$ 835,607
-
2,096,348
-
2,408
-
35,304
-
161,505
$ 9,230
$ 3,131,172

Page 1, Schedule 7

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Right-of-Use Assets Schedule January 1 to December 31, 2023

Schedule 8
Items
Land
Buildings and structures
Transportation equipment
(company vehicles)
Other equipment
Total
Opening Balance
$ 572,982
3,660
17,420
27,259
$ 621,321
Increase this period
$ -
5,635
6,970
17,566
$ 30,171
Decrease this period
$ -
-
-
-
$-

Balance at the end
of period
Note
$ 572,982
9,295
24,390
44,825
$ 651,492

Unit: NT$ Thousand

Page 1, Schedule 8

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Right-of-Use Assets Accumulated Depreciation Schedule January 1 to December 31, 2023

Schedule 9
Items
Land
Buildings and structures
Transportation equipment
(company vehicles)
Other equipment
Total
Opening Balance
$ 66,082
3,589
8,357
1,855
$ 79,883
Increase this period
$ 25,710
1,116
6,092
3,164
$ 36,082
Decrease this period
$ -
-
-
-
$-

Balance at the end
of period
Note
$ 91,792
4,705
14,449
5,019
$ 115,965

Unit: NT$ Thousand

Page 1, Schedule 9

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Short-Term Borrowings Schedule December 31, 2023

Unit: NT$ Thousand

Schedule 10 Unit: NT$ Thousand
Range of interest Financing Pledge or
Types of borrowings DescriptionEnding balance Contract Duration rate Amount Guarantee
Remarks
Credit loan $ 40,000 11.09.2023~02.07.2024 1.95% $ 200,000 None
Credit loan 60,000 10.20.2023~04.20.2024 2.06% 100,000 None
Credit loan 50,000 12.20.2023~01.19.2024 2.05% 300,000 None
Credit loan 100,000 12.29.2023~03.29.2024 2.16% 100,000 None
Credit loan 70,000 11.28.2023~02.27.2024 2.26% 300,000 None
Credit loan 30,000 12.29.2023~03.19.2024 2.08% 60,000 None
Credit loan 30,000 12.20.2023~03.19.2024 2.12% 60,000 None
Credit loan 100,000 05.17.2023~05.17.2024 1.95% 100,000 None
Credit loan 200,000 12.04.2023~03.01.2024 1.75% 300,000 None
Credit loan 139,983 09.20.2023~06.17.2024 0.88%~2.08% 220,000 None
Credit loan 100,000 11.08.2023~01.05.2024 2.11% 100,000 None
Secured borrowings 160,000 12.25.2023~02.23.2024 1.96% 160,000 Yes Stock
$ 1,079,983

Page 1, Schedule 10

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation - Long Term Borrowings Schedule December 31, 2023

Schedule 11

Unit: NT$ Thousand

Creditor
Summary
King’s Town Bank
Intermediate- and long-term
secured loans
Shanghai Commercial and
Savings Bank
Intermediate- and long-term
secured loans
King’s Town Bank
Intermediate- and long-term
secured loans
Agricultural Bank of Taiwan
Intermediate- and long-term
secured loans
Taishin International Bank
Intermediate- and long-term
secured loans
Shanghai Commercial and
Savings Bank
Intermediate- and long-term
secured loans
Chailease Finance Co., Ltd.
Intermediate- and long-term
secured loans
Chailease Finance Co., Ltd.
Intermediate- and long-term
secured loans
Less: Mature within one year
Amount of
borrowings
Duration of contract
Coupon
rate
Pledge or guarantee
Remarks
$ 1,000,000 01.28.2022~01.28.2027 2.55%
Houses and buildings and
machine and equipment
805,263 12.28.2022~12.28.2032 2.20%
Buildings and investment
property
320,000 12.21.2022~12.21.2027 2.80%
Machinery and
equipment
400,000 12.27.2022~12.27.2027 2.26%
Machinery and
equipment
200,000 12.27.2021~12.25.2024 2.55%
Buildings and investment
property
180,000 12.27.2022~12.25.2026 2.25%
Machinery and
equipment
280,000 05.22.2023~05.22.2027 3.58%
Machinery and
equipment
280,000 05.31.2023~05.31.2027 3.58%
Machinery and
equipment
3,465,263
( 872,834)
$ 2,592,429

Page 1, Schedule 11

Taiwan Mask Corp. Control Security C

Schedule 12
Items
Photomask
Taiwan Mask Corporation
Sales Income Schedule
January 1 to December 31, 2023
Unit: NT$ Thousand
Quantity
Amount
63,905 pieces
$ 3,985,541

Quantity
63,905 pieces

Page 1, Schedule 12

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Operating Costs Schedule January 1 to December 31, 2023

Schedule 13
Items
Direct raw materials
Opening raw materials
Incoming materials in the current period
Closing raw materials
Less: Transfer to expense
Consumption in this period
Direct labor
Manufacturing expenses
Manufacturing cost
Add: Opening work-in-progress
Less: Closing work-in-progress
Cost of finished goods
Add: Opening finished goods
Less: Closing finished goods
Cost of manufacturing and sales
Other operating costs
Loss on falling prices of inventory and inventory obsolescence
(gain from recovery)
Loss on scrapping of inventory
Operating costs
Unit: NT$ Thousand
Amount
Note
$ 99,179
678,558
( 103,921)
( 41,161)
632,655
115,397
1,576,358
2,324,410
22,831
( 26,609)
2,320,632
1,814
( 3,839)
2,318,607
( 321)
4,278
$ 2,322,564

Page 1, Schedule 13

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation
Manufacturing Expenses Schedule
January 1 to December 31, 2023
Schedule 14 Unit: NT$ Thousand
Item Summary
Amount
Remarks
Depreciation $ 658,076
Contract maintenance fee 416,871
Salaries expense 173,740
Utilities 84,216
The balance of each
separate account did not
Others 243,455 exceed 5% of this
account.
$ 1,576,358

Page 1, Schedule 14

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation Operating Expenses Schedule January 1 to December 31, 2023

Unit: NT$ Thousand

Schedule 15
Item
Summary
Marketing expenses:
Shipping expenses
Salaries expense
Export declaration fee
Sample fee
Others
Administrative Expenses:
Depreciation
Salaries expense
Utilities
Others
Research and
development expenses:
Research and experiment
fee
Salaries expense
Depreciation
Material costs
Others
Unit: NT$ Thous
Amount
Remarks
$ 29,062
24,712
7,451
4,366
The balance of each
separate account did not
exceed 5% of this
account.
9,905
$ 75,496
$ 89,719
77,121
16,786
The balance of each
separate account did not
exceed 5% of this
account.
121,174
$ 304,800
$ 43,515
38,800
33,506
9,248
The balance of each
separate account did not
exceed 5% of this
account.
26,946
$ 152,015

Page 1, Schedule 15

Taiwan Mask Corp. Control Security C

Schedule 16
Function
Type
Employee benefits expenditure
Payroll expenses
$ Employee stock options

Labor and health insurance
fees

Pension expense

Director remuneration

Other employee benefit
expenses

Depreciation

Amortization expense
Taiwan Mask Corporation
Employee Benefits, Depreciation, Depletion and Amortization in the Current Period
January 1 to December 31, 2023
Unit: NT$ Thousand
2023
2022
Operating
costs
Operating
expenses
Non-operating
income and
expenses
Total
Operating
costs
Operating
expenses
Non-operating
income and
expenses
Total
289,137 $ 140,633 $ - $ 429,770 $ 256,622 $ 132,903 $ - $ 389,525
- - - - - 14,131 - 14,131
23,053 11,763 - 34,816 17,476 11,753 - 29,229
9,887 5,104 - 14,991 7,912 4,452 - 12,364
- 12,000 - 12,000 - 5,860 - 5,860
16,150 9,161 - 25,311 8,763 7,657 - 16,420
658,076 124,301 16,188 798,565 432,485 62,100 18,531 513,116
19,075 4,966 - 24,041 3,153 3,131 - 6,284
  1. As of the end of the current period and the previous year , there were 463 and 379 employees, respectively, and there were 5 and 5 directors, respectively, who did not hold a concurrent employee position.

  2. Stocks are listed on the Taiwan Stock Exchange or the Taipei Exchange and the following information is disclosed:

  3. (1) Average employee benefit expenses for the current year were NT$1,102 thousand (“Total employee benefit expenses for the current year - total directors’ remuneration”/”Number of employees for the current year - number of directors who are not also employees”). Average employee benefit expenses for the previous year were NT$1,234 thousand (“Total employee benefit expenses for the previous year - total directors’ remuneration”/”Number of employees for the previous year - number of directors who are not also employees”).

Page 1, Schedule 16

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation

Employee Benefits, Depreciation, Depletion and Amortization in the Current Period (continued) January 1 to December 31, 2023

Schedule 16

Unit: NT$ Thousand

  • (2) Average employee salary expense for the current year was NT$938 thousand (Total salary expense for the current year / “Number of employees for the current year - Number of directors who were not also employees”).

  • Average employee salary expense for the previous year was NT$1,042 thousand (Total salary expense for the previous year / “Number of employees for the previous year - Number of directors who were not also employees”).

  • (3) Change in average employee salary expense adjustment was (10%) (“Average employee salary expense for the current year - Average employee salary expense for the previous year”/ Average employee salary expense for the previous year)

  • (4) The Company has an audit committee, so there is no supervisor’s remuneration.

  • (5) The Company has established and regularly reviewed the policies, systems, standards and structure of performance appraisal and salary remuneration of directors and managerial officers according to the Remuneration Committee charter, and abided by the following rules:

  • A. The performance evaluation of the directors and managerial officers and their salary and remuneration shall be considered in reference to the payment standard among industry peers and individual performances, in relevance to its reasonableness with the Company’s operations performance and future risks.

  • B. Shall not lead directors and managerial officers to pursue salary and remuneration, engaging in risky conducts that outstrip the Company’s capacity to handle.

  • C. The bonus proportion of short-term performance for directors and senior level managerial officers and partial changes to remuneration payment time shall be decided in consideration of the industrial characteristics and the nature of the Company’s business.

  • (6) Directors’ remuneration and employee remuneration are subject to the Company’s Articles of Incorporation. The distribution shall be executed after the resolution approval at the Board meeting with more than two-thirds of directors attending and of more than half of the attending directors agreed and passed the resolution, and reported to the shareholders meeting.

  • A. Employee remuneration: Allocated based on the Company’s operating condition, and is distributed based on employee’s position, performance, and tenure of service.

  • B. Quarterly bonus: Allocated based on the Company’s operating condition, and is given as an incentive for achieving the set targets.

  • C. Annual salary adjustment: Carried out in accordance with the Company’s operating condition. Annual salary adjustment: Carried out in accordance with the Company’s operating condition. The salary adjustment range takes into account the salary adjustment in the industry, domestic economic growth, price index, and individual performance appraisal.

Page 2, Schedule 16

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries Loans to Others January 1 to December 31, 2023

Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to December 31, 2023
Table 1 Unit: NTD in thousand
(Unless otherwise specified)
No.
(Note 1)
Company that lent
funds
Borrowing party General ledger account Related
party?
Maximum
Balance for the
Period
Endingbalance Amount
ActuallyDrawn
Range of
interest
rate
Nature of
loan
Amount
of
transacti
on with
borrower
Reason for short-
term financing
Amount of
recognized
impairment loss
Collateral Limit on loans
granted to a single
party
Ceiling on total loan
granted
Note
Name Value
1
2
3
3
3
3
4
ADL Energy Corp
Miracle
Technology CO.,
LTD.
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Pilot Battery Co.,
Ltd.
Aptos Technology INC.
Aptos Technology INC.
Aptos Technology INC.
Xsense Technology
Innova Vision INC.
Moment Semiconductor, Inc.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables -
Related Parties
Other Receivables -
Related Parties
Other Receivables
Related Parties
Y
Y
Y
Y
Y
Y
Y
$ 10,000
170,000
370,000
570,000
90,000
30,000
50,000
$ -
170,000
270,000
300,000
90,000
30,000
50,000
$ -
170,000
270,000
270,000
90,000
30,000
50,000
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
-
-
Business operations
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
-
-
-
-
-
-
-






Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
170,000
270,000
300,000
90,000
30,000
50,000
$ 27,324
174,394
1,410,867
1,410,867
1,410,867
1,410,867
157,182
$ 34,155
174,394
1,410,867
1,410,867
1,410,867
1,410,867
157,182
Note 3
Note 4
Note 6
Note 6
Note 6
Note 6
Note 7

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

  • (1) Fill in “0” for the issuer.

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

  • Note 2: Amendment to the Procedures for Lending Funds to Others:

  • (1) Total amount of loans: The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loans to a single party shall not exceed 50% of the Company’s net value.

  • Note 3: Subsidiary - ADL Energy Corp Procedures for Lending Funds to Others:

  • (1) The total loan amount shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed 40% of the Company net value.

  • (2) In addition to the provisions in (1), the loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

  • (3) In addition to the provisions in (1), in which companies or businesses have a short-term financing need, and the loan amount of each individual borrowers not exceeding 40% of the Company net value, the financing amount refers to the accumulated balance of the company’s short-term financing.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, or loans to the Company from any overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares are not restricted by paragraph 1, subparagraph 1. However, the total loan amount, limits for each individual borrower, and the period of loan should be specified. However, the total amount of funds to be loaned and the limits for individual borrowers should be set, and the period for which funds should be loaned should be clearly defined. The total amount of loans lent between the overseas companies or to the parent company and the limit for each limit are specified as follows:

    • I. The total amount loans to enterprises shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed 40% of the Company net value.

    • II. For overseas companies that have business dealings with each other, the individual loan amount shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

Taiwan Mask Corp. Control Security C

III. If there is a need for short-term financing, the loan amount of each individual borrowers shall not exceed 40% of the company’s net value, and the financing amount refers to the accumulated balance of the short-term financing between overseas companies.

  • (5) The highest balance for the current period is the amount resolved by the board.

Note 4: Subsidiary - Miracle Technology Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loans to a single party shall not exceed 50% of the Company’s net value.

Note 5: Subsidiary - Innova Vision Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) The loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties in the past year. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties, and shall not exceed 20% of the Company’s net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

Note 6: Subsidiary - Youe Chung Capital Corporation Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • Note 7: Subsidiary - Pilot Battery Co.,Ltd. Procedures for Lending Funds to Others:

The Company shall not loan funds to any of its shareholders or any other person except under the following circumstances:

  • (1) Where an inter-company or inter-firm business transaction calls for a loan arrangement.

  • (2) Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender’s net worth.

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries Endorsements and Guarantees to Others January 1 to December 31, 2023

Table 2

Unit: NTD in thousand (Unless otherwise specified)

No.
(Note 1)
Endorser/guarantor
Name of Company
Guaranteed Party Guaranteed Party Limit of
endorsement and
guarantee for a
single enterprise
(Note 3,4,5,6)
Maximum
Balance of
Endorsement/G
uarantee for the
Period
Ending
Balance of
Endorsement/G
uarantee
Amount
Actually
Drawn
Amount of
Endorsement/Gu
arantee
Collateralized by
Properties
Ratio of Accumulated
Endorsement/Guarante
e to Net Equity per
Latest Financial
Statements
Maximum
Endorsement/Guar
antee Amount
Allowable
(Note 3,4,5,6)
Guarantee
Provided by
Parent Company
to Subsidiary
Guarantee
Provided by
Subsidiary to
Parent Company
Guarantee
Provided by
Subsidiaries in
Mainland China
Note
Name of Company Relationship
(Note 2)
0
Taiwan Mask
Corporation
1
ADL Energy Corp
2
Miko-China
Enterprise
(Shanghai) Co., Ltd.
3
Miracle Technology
CO., LTD.
3
Miracle Technology
CO., LTD.
4
Pilot Battery Co.,
Ltd.
Miracle Technology CO.,
LTD.
Aptos Technology INC.
Miracle Technology CO.,
LTD.
Xsense Technology
Aptos Technology INC.
ADL Energy Corp
2
3
3
1
1
1
$ 229,550
20,493
392,131
174,394
174,394
157,182
$ 226,975
19,500
226,695
150,000
20,000
50,000
$ 214,935
-
224,165
150,000
20,000
30,000
$ -
-
224,165
150,000
20,000
30,000
$ -
-
224,165
150,000
20,000
30,000
4.43%
0.00%
57.17%
34.40%
4.59%
7.63%
$ 2,049,257
20,493
392,131
174,394
174,394
157,182
Y
N
N
N
N
N
N
N
Y
N
Y
N
N
N
N
N
N
N
Note 3
Note 4
Note 5
Note 6
Note 6
Note 7

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

  • (1) Fill in “0” for the issuer.

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

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

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

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

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

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

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

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

  • (7) Companies that are engaged in joint and several guarantees for the performance guarantee of pre-sale housing sales contracts in accordance with the regulations of the Consumer Protection Act.

  • Note 3: The Company’s endorsement and guarantee practices for others provide that:

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

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

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

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

Note 4: Subsidiary - ADL Energy Corp Endorsement and Guarantee Procedures:

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

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

  • (3) The Company and its subsidiaries shall state in the shareholders’ meeting the necessity and reasonableness of any endorsement or guarantee of more than 50% of the net value of the Company’s most recent audited or reviewed financial statements.

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

  • The total amount of endorsement guarantee liability is limited to RMB 30 million, and the amount of endorsement guarantee for a single enterprise shall not exceed RMB 30 million; however, for the parent company that directly or indirectly holds, through a subsidiary, more than 50% of the common stock equity of a company, it may endorse up to its net value.

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

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

  • Note 7: Subsidiary - Pilot Battery Co.,Ltd. Endorsement and Guarantee Procedures:

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

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2023

Table 3

Unit: NTD in thousand (Unless otherwise specified)

Company name of the
shareholding
Marketable securities Relationship with the
marketable securities issuer
General ledger account End of period End of period End of period Note
Number of shares Book value Ownership Fair value
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Jing Hao Investment
Co., Ltd.
Jingjing Investment
Co., Ltd.
Aptos Technology
INC.
ADL Energy Corp
Miko-China
Enterprise (Shanghai)
Co., Ltd.
Common stocks of United Microelectronics
Corporation
Common stock of China Steel Structure Co.,
Ltd.
Common stocks of Avision Inc. through
private placement.
Common Stock of 3S Silicon Tech Inc.
Common stocks of United Microelectronics
Corporation
Common stocks of Microtek International
Common stocks of Taiwan Mask
Common stock of China Steel Structure Co.,
Ltd.
Common stocks of EVERBRITE Technology
Image Match Design Inc.
B Current Impact Investment
B Current Impact Investment Partnership
Intellectual Property Innovation Corporation
Partnership Fund
Wisdom Capital Limited Partnership
G-TECH ELECTRONICS LTD.
Memchip Technology Co., Ltd.
Common stocks of TOPFUN
TECHNOLOGY INC.
Franklin Templeton SinoAm Asia Pacific
Balanced Fund-Accu. Beneficiary Certificate
Common stocks of Shenzhen He Mei Jing Yi
Semiconductor Technology Co., Ltd.
None
None
None
None
None
None
Parent company
None
None
None
The Company is a director
of that company
None
None
None
None
None
None
None
None
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial assets measured at fair value through other
comprehensive income - Non Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Assets at Fair Value Through Profit or
Loss - Non Current













7,554,000
14,334,000
10,000,000
1,000,000
5,680,000
40,966,000
35,831,440
24,999,000
12,798,000
378,000
1,000,000
500,000
-
-
1,097,092
187,915
100,000
50,000
400,000
$ 397,340
792,670
55,700
11,592
298,768
929,928
2,547,615
1,382,445
540,076
2,925
10,000
5,000
20,000
55,000
-
-
-
500
20,770
0.06%
7.17%
4.61%
2.69%
0.05%
19.92%
13.97%
12.50%
19.99%
2.26%
10.00%
-
-
-
8.08%
3.13%
12.27%
-
0.31%
$ 397,340
792,670
55,700
11,592
298,768
929,928
2,547,615
1,382,445
540,076
2,925
10,000
5,000
20,000
55,000
-
-
-
500
20,770

Taiwan Mask Corp. Control Security C

Table 4

Taiwan Mask Corporation and Subsidiaries Significant inter-company transactions during the reporting periods January 1 to December 31, 2023

Unit: NTD in thousand (Unless otherwise specified)

Status of transaction

Status of transaction Status of transaction Status of transaction Status of transaction
No.
(Note 1)
Name of the counterparty
Counterparty Relationship with the
counterparty
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
2
Miko-China Enterprise (Shanghai) Co.,
Ltd.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Aptos Technology INC.
Aptos Technology INC.
Innova Vision INC.
Innova Vision INC.
Xsense Technology
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Miracle Technology CO., LTD.
Aptos Technology INC.
Innova Vision INC.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Aptos Technology INC.
Aptos Technology INC.
Xsense Technology
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Miracle International
Enterprise(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Sichuan Miracle Power Technology
Co., Ltd.
Sichuan Miracle Power Technology
Co., Ltd.
Aptos Technology INC.
Miracle Technology CO., LTD.
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
3
3
3
3
3
3
3
3
3
3
Sales
Endorsement and guarantee
Accounts Receivables
Rental income
Sales
Accounts Receivables
Rental income
Other Receivables
Rental income
Other Receivables
Rental income
Other Receivables
Other Incomes
Other Incomes
Other Incomes
Other Incomes
Other receivables (loans of funds)
Interest income
Endorsement and guarantee
Sales
Sales
Accounts Receivables
Accounts Receivables
Sales
Endorsement and guarantee
Endorsement and guarantee
11,716
214,935
1,629
2,626
23,415
4,865
52,812
35,350
16,174
28,883
48,697
26,021
1,912
2,490
2,587
1,391
170,000
4,590
150,000
2,308
70,257
1,082
1,470
7,391
20,000
224,165
Net 60
Same with other customers
Net 60
Same with other customers
Net 60
Net 60
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Receipt and payment at an agreed time
Receipt and payment at an agreed time
Same with other customers
Net 60
Net 30
Net 30
Net 60
Net 60
Same with other customers
Same with other customers
0.16%
1.03%
0.01%
0.04%
0.33%
0.02%
0.73%
0.17%
0.22%
0.14%
0.68%
0.12%
0.03%
0.03%
0.04%
0.02%
0.81%
0.06%
0.72%
0.03%
0.98%
0.01%
0.01%
0.10%
0.10%
1.07%

Taiwan Mask Corp. Control Security C

Status of transaction

Status of transaction Status of transaction Status of transaction Status of transaction
No.
(Note 1)
Name of the counterparty
Counterparty Relationship with the
counterparty
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
3
Sichuan Miracle Power Technology Co.,
Ltd.
4
Youe Chung Capital Corporation
4
Youe Chung Capital Corporation
Miko-China Enterprise (Shanghai)
Co., Ltd.
Aptos Technology INC.
Aptos Technology INC.
3
3
3
Sales
Other receivables (loans of funds)
Interest income
7,912
270,000
7,148
Net 30
Receipt and payment at an agreed time
Receipt and payment at an agreed time
0.11%
1.29%
0.10%
4
Youe Chung Capital Corporation
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
4
Youe Chung Capital Corporation
Xsense Technology
3
4
Youe Chung Capital Corporation
Innova Vision INC.
3
4
Youe Chung Capital Corporation
Innova Vision INC.
3
4
Youe Chung Capital Corporation
Moment Semiconductor, Inc.
3
5
Aptos Technology INC.
Moment Semiconductor, Inc.
3
5
Aptos Technology INC.
Moment Semiconductor, Inc.
3
6
ADL Energy Corp
Taiwan Mask Corporation
2
7
Innova Vision INC.
iPro Vision Inc.
3
7
Innova Vision INC.
iPro Vision Inc.
3
8
Pilot Battery Co., Ltd.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
8
Pilot Battery Co., Ltd.
ADL Energy Corp
3
8
Pilot Battery Co., Ltd.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
9
Digital-Can Tech. Co., Ltd.
Taiwan Mask Corporation
2
9
Digital-Can Tech. Co., Ltd.
Taiwan Mask Corporation
2
10
Xsense Technology Corporation (B.V.I.)
Taiwan Branch
Taiwan Mask Corporation
2
10
Xsense Technology Corporation (B.V.I.)
Taiwan Branch
Taiwan Mask Corporation
2
11
iPro Vision Inc.
Innova Vision INC.
2
Other receivables (loans of funds)
270,000 Receipt and payment at an agreed time
1.29%
Interest income
7,283 Receipt and payment at an agreed time
0.10%
Other receivables (loans of funds)
90,000 Receipt and payment at an agreed time
0.43%
Interest income
2,437 Receipt and payment at an agreed time
0.03%
Other receivables (loans of funds)
30,000 Receipt and payment at an agreed time
0.14%
Sales
13,420 Net 60
0.19%
Accounts Receivables
1,440 Net 60
0.01%
Sales
11,255 Net 60
0.16%
Sales
31,780 Net 60
0.44%
Accounts Receivables
36,655 Receipt and payment at an agreed time
0.18%
Other receivables (loans of funds)
50,000 Receipt and payment at an agreed time
0.24%
Endorsement and guarantee
30,000 Receipt and payment at an agreed time
0.14%
Interest income
1,073 Receipt and payment at an agreed time
0.01%
Sales
148,644 Net 60
2.06%
Accounts Receivables
3,832 Net 60
0.02%
Other Incomes
9,000 Receipt and payment at an agreed time
0.13%
Other operating revenue
1,000 Receipt and payment at an agreed time
0.01%
Sales
1,555 Receipt and payment at an agreed time
0.02%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is “0”.

  • (2) The subsidiaries are numbered in order starting from “1”.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction):

(1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

(3) Subsidiary to subsidiaries.

Note 3: Only transactions with an amount of more than NT$1 million will be disclosed, and transactions with related parties will not be disclosed separately.

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries

Names, locations and other information of investee companies (not including investees in China) January 1 to December 31, 2023

Table 5

Unit: NTD in thousand (Unless otherwise specified)

Name of Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of the end ofperiod Shares held as of the end ofperiod Shares held as of the end ofperiod Net profit
(loss) of the
investee for
the current
period
Investment
profit (loss)
recognized
for the
current
period
Note
Balance at the
end ofperiod
End of the
previousyear
Number of
shares
Owners
hip
Book
value
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
SunnyLake Park International
Holdings, Inc.
Youe Chung Capital
Corporation
Advagene Biopharma Co., Ltd.
Miracle Technology CO., LTD.
Weida Hi-Tech Co., Ltd.
Innova Vision INC.
ONE TEST SYSTEMS
Pilot Battery Co., Ltd.
Advagene Biopharma Co., Ltd.
Xsense Technology Corporation
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Aptos Technology INC.
Innova Vision INC.
Digital-Can Tech. Co., Ltd.
Pilot Battery Co., Ltd.
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
United States
Taiwan
Taiwan
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Re-investment
Re-investment
Medical, R&D, manufacturing
Electronics components
manufacturing, electronics
materials and precision equipment
distribution and power component
design
Display panel control chip and
other module’s research, design,
development, manufacturing and
sales
Manufacturing, retail, wholesale
and international trade of medical
equipment
Research, development and design
of test equipment and related
components
Electronic parts and components
and energy technical services
Medical, R&D, manufacturing
Precious metal coating
Precious metal coating
Design, packaging and testing of
NAND flash memory, solid state
drives and the related products
Manufacturing, retail, wholesale
and international trade of medical
equipment
3D Printing and Plastic Mold
Design
Electronic parts and components
and energy technical services
$ 103,045
1,260,000
165,691
252,651
293,371
598,721
121,372
180,000
75,021
325,965
-
434,692
151,533
139,072
178,500
$ 103,045
1,260,000
165,691
252,651
293,371
578,321
-
-
60,021
325,965
-
434,692
151,533
139,072
-
3,120,000
534,877,568
12,549,652
22,955,033
12,176,880
37,813,134
940,000
3,600,000
3,216,223
1
12,189,191
28,481,161
94,370
7,281,250
7,000,000
100%
100%
23.51%
100%
28.20%
75.32%
100%
20.00%
6.03%
100.00
%
53.00%
47.19%
0.19%
57.39%
38.89%
$ 5,683
987,383
32,974
472,096
26,081
142,651
121,332
78,591
8,451
6,247
(3,294)
(221,433)
449
106,507
249,031
($ 64)
(810,367)
(91,817)
17,169
(210,648)
(178,674)
5,823
(58,757)
(91,817)
(72)
10,768
(274,014)
(178,674)
(4,253)
(58,757)
($ 64)
(347,421)
(22,792)
17,169
(57,935)
(165,774)
6
(2,463)
(5,062)
(72)
2,175
(129,303)
(405)
(7,351)
(30,513)
Note
2

Taiwan Mask Corp. Control Security C

Name of Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of the end ofperiod Shares held as of the end ofperiod Shares held as of the end ofperiod Net profit
(loss) of the
investee for
the current
period
Investment
profit (loss)
recognized
for the
current
period
Note
Balance at the
end ofperiod
End of the
previousyear
Number of
shares
Owners
hip
Book
value
Youe Chung Capital
Corporation
Aptos Technology
INC.
Aptos Technology
INC.
Aptos Technology
INC.
ADL Energy Corp
Miracle Technology
CO., LTD.
Jingjing Investment
Co., Ltd.
Innova Vision INC.
Moment Semiconductor, Inc.
New Sunrise Limited
ONE TEST SYSTEMS
ADL Energy Corp
Aptos Global Holding Corp.
Jingjing Investment Co., Ltd.
Miko Technology Co., Ltd
Innova Technology
Taiwan
Samoa
United States
Taiwan
Seychelles
Taiwan
Hong Kong
Taiwan
Retail and wholesale of memory
products
Re-investment
Research, development and design
of test equipment and related
components
Electronic parts and components
and energy technical services
Re-investment
Re-investment
Electronics components
manufacturing, electronics
materials and precision equipment
distribution and power component
design
Sales of contact lens
40,000
-
-
29,795
10,012
37
64,650
-
-
-
413,050
29,795
10,012
37
64,650
4,000,000
-
-
10,000,000
25,860,907
10,000
3,000,000
53.33%
100%
0%
0%
100%
100%
100%
100%
29,910
-
-
-
-
321,670
6,719
(3,396)
(24,327)
-
5,823
20,396
-
43,005
(20)
(58)
(10,090)
-
(46)
20,396
-
43,005
(20)
(58)
Note
1
Note
2
Note
3
Innova Vision INC.
Innova Vision (B.V.I) Inc.
British Virgin
Islands
Re-investment
Innova Vision INC.
iPro Vision Inc.
Japan
Sales of contact lens
Innova Vision (B.V.I)
Inc.
iPro Vision Inc.
Japan
Sales of contact lens
Pilot Battery Co., Ltd.
ADL Energy Corp
Taiwan
Electronic parts and components
and energy technical services
60,157
60,157
1,000,000
100%
(2,717)
(1,245)
(1,245)
84,204
84,204
6,400
52.03%
(1,756)
(3,305)
(1,720)
56,420
56,420
5,900
47.97%
(1,626)
(3,305)
(1,585)
413,050
-
11,984,526
100%
68,310
20,396
- Note
3

Note 1: As of December 31, 2023, the funds for shares have not been remitted.

Note 2 : The Company ‘s subsidiary , Aptos Technology INC. invested in One Test Systems in May 2023 with a 100 % shareholding. In August 2023, the Group was reorganized and One Test Systems was directly owned by the Company, with its shareholding remaining at 100%.

Note 3: The Group’s organization was restructured in December 2023 and the Company’s subsidiary, Pilot Battery Co.,Ltd., directly owned ADL Energy Corp. with a shareholding ratio of 100%.

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries Information on investments in China January 1 to December 31, 2023

Table 6

Unit: NTD in thousand (Unless otherwise specified)

Investee in Mainland
China
Main business activities Main business activities Paid-up
capital
Investment
method
(Note 1)
Investment
method
(Note 1)
Accumulated
amount of
remittance
from Taiwan
to Mainland
China at the
beginning of
theperiod
Amount remitted
from Taiwan to
China/Amount
remitted back to
Taiwan for theperiod
Amount remitted
from Taiwan to
China/Amount
remitted back to
Taiwan for theperiod
Amount remitted
from Taiwan to
China/Amount
remitted back to
Taiwan for theperiod
Accumulated
amount of
remittance
from Taiwan
to China
Profit (loss) of
the investee for
the current
period
Ownership held
by the Company
(direct or
indirect)
Investment
income (loss)
recognized by
the Company for
the current
period
(Note 2)
Ending carrying
amount
Accumulat
ed amount
of
investment
income
remitted
back to
Taiwan
Note
Remitted
to
Remitted
back
Miko-China Enterprise
(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co.,
Ltd.
Sichuan Miracle Power
Technology Co., Ltd.
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
IC product design,
production and sales
$ 3,283
10,215
53,676
1
1
3
$ 3,283
10,215
-
$ -
-
-
$ -
-
-
$ 3,283
10,215
-
$ 54,528
100%
11,025
100%
(2,723)
100%
$ 54,528
11,025
(2,723)
$ 392,131
102,768
54,994
$ -
-
-
Note 2
(2) B
Note 2
(2) B,
Note 4
Note 2
(2) B
Name of Company
Accumulated amount of
remittance from Taiwan to
China as of the end of the
period
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
Ceiling on investments in
Mainland China imposed
by the Investment
Commission of MOEA
Miracle Technology CO., LTD.
$ 13,498
$ 13,498
$ 261,592
Name of Company Accumulated amount of
remittance from Taiwan to
China as of the end of the
period
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
Ceiling on investments in
Mainland China imposed
by the Investment
Commission of MOEA
Miracle Technology CO., LTD. $ 13,498 $ 13,498 $ 261,592

Note 1: Investment methods are classified into the following three categories; fill in the number of categories each case belongs to:

(1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area (please specify the company), which then invested in Mainland China.

(3) Others

Note 2: Investment income recognized by the Company for the current period

(1) If it is still under preparation with no actual gain or loss, it shall be indicated in the box.

(2) The basis for recognition of the investment gains or losses is divided into the following three, it shall be indicated in the box.

A. Financial statements audited and validated by an international accounting firm that has a collaborative relationship with CPA firms in Taiwan.

B. Financial statements audited and validated by a certified accountant or accounting firm who work with the parent company in Taiwan.

C. Unaudited financial statements.

Note 3: The relevant figures in this table should be presented in New Taiwan Dollars.

Note 4: It was originally invested through Misun Technology Co., Ltd. Since the aforementioned company has gone through dissolution and liquidation, it has been changed to Miracle Technology Co., Ltd. directly investing in Miracle International Enterprise (Shanghai) Co., Ltd.

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries
Information on Major Shareholders
December 31, 2023
Table 7
Shares
Name of Main Shareholders
No. of shares held
Ownership
Taiwan Mask Corporation and Subsidiaries
Information on Major Shareholders
December 31, 2023
Table 7
Shares
Name of Main Shareholders
No. of shares held
Ownership
Taiwan Mask Corporation and Subsidiaries
Information on Major Shareholders
December 31, 2023
Table 7
Shares
Name of Main Shareholders
No. of shares held
Ownership
Taiwan Mask Corporation and Subsidiaries
Information on Major Shareholders
December 31, 2023
Table 7
Shares
Name of Main Shareholders
No. of shares held
Ownership
No. of shares held Ownership
Youe Chung Capital Corporation 35,831,440 13.97%

Taiwan Mask Corp. Control Security C

Taiwan Mask Corporation and Subsidiaries Consolidated financial statements and independent auditor’s report 2023 and 2022 (Stock Code: 2338)

Company address: No. 11, Chuangxin 1st Road, Baoshan, Hsinchu County, Hsinchu Science Park

Telephone: (03)563-4370

~1~

Taiwan Mask Corporation and Subsidiaries

2023 and 2022 Consolidated Financial Statements and Accounting Auditor’s Report

Table of Content

Item Page
I. Cover 1
II. Table of Contents 2 ~ 3
III. Statement 4
IV. Independent Auditors’ Report 5 ~ 9
V. Consolidated Balance Sheets 10 ~ 11
VI. Consolidated Statements of Comprehensive Income 12 ~ 13
VII. Consolidated Statement of Changes in Equity 14
VIII. Consolidated Statements of Cash Flows 15 ~ 16
IX. Notes to the Consolidated Financial Statements 17 ~ 92
(I)
Company History
17
(II)
Date and procedures for passing the financial statement
17
(III)
Application of New and Revised International Financial Reporting
Standards 17 ~ 18
(IV) Summary of Significant Accounting Policies 19 ~ 35
(V)
Critical Accounting Judgments and Key Sources of Estimation and
Uncertainty 36
(VI) Summary of Significant Accounting Items 36 ~ 73
(VII) Related Party Transactions 73 ~ 75

~2~

Item Page
(VIII) Pledged Assets 76
(IX) Significant Contingent Liabilities and Unrecognized Contract
Commitments 76
(X) Losses due to Major Disasters 77
(XI) Major Events after Financial Statement Date 77
(XII) Others 77 ~ 89
(XIII) Supplementary Disclosure 89 ~ 89
(XIV) Segments Information 90 ~ 92

~3~

Taiwan Mask Corporation

Consolidated Financial Statements Declaration

The companies that are required to be included in the affiliated companies consolidated financial statements as of and for the year ended on December 31, 2023, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements of parent company and subsidiaries prepared in conformity with the International Accounting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the affiliated companies consolidated financial statements is included in the consolidated financial statements of the aforesaid parent company and subsidiaries. Consequently, do not prepare a separate set of consolidated financial statements of the affiliated companies.

Very truly yours

Company Name: Taiwan Mask Corporation

Person in Charge: Sean Chen

March 6, 2024

~4~

Independent Auditors’ Report (113) Tsai-Sheng-Bao-Zi No. 23002830

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, 2023 and 2022, and the related consolidated statement of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2022 and 2021, 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2023 and 2022 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 2023. 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.

~5~

Key audit matters for the TMC Group’s consolidated financial statements in fiscal year 2023 are stated as follows:

Evaluation of Inventories

Explanation

Refer to Note 4(14) for the accounting policies on the evaluation of inventories, Note 5(2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, and Note 6(5) for the detailed description of inventory accounts. The inventory amount and allowance for inventory valuation loss as of December 31, 2023 were NT$805,951 thousand and NT$104,128 thousand, respectively.

The Group is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

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

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

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

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

Income recognition

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(22); the operating income in fiscal year 2023 was NT$7,199,935 thousand.

~6~

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, 2023 and 2022.

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.

~7~

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.

~8~

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 2023 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

Accountant

Chien-Yu Liu

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

Approval Certificate No. 0960072936 Financial Supervisory Commission of the Executive Yuan

Approval Document for Attestation: Jin-Guan-Zheng-Shen-Zi No. 1090350620

March 6, 2024

~9~

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Assets Notes
6(1)
6(2) and 8
6(3) and 8
6(22)
6(4)
6(4)
6(4) and 7
7
6(5)
6(2) and 8
6(3) and 8
6(6) and 7
6(7) and 8
6(8)
6(10) and 8
6(11) and 8
6(29)
6(12)
December31,2023

Amount

%
$ 1,364,106
7
1,626,536
8
259,885
1
105,263
-
6,049
-
1,478,806
7
26
-
29,003
-
407
-
1,830
-
701,823
3
326,387
2
10,774
-
5,910,895
28
2,896,178
14
660,157
3
67,506
-
9,405,807
45
554,630
3
170,500
1
721,410
3
22,337
-
514,639
3
15,013,164
72
$ 20,924,059
100
Unit: NT$ Thousand
December31,2022
Amount

%
$ 1,749,957
10
1,584,598
9
160,465
1
140,231
1
1,361
-
1,501,012
8
2,346
-
13,751
-
-
-
42,652
-
382,530
2
280,245
2
44,734
-
5,903,882
33
2,896,557
16
507,602
3
124,565
1
5,883,661
33
550,611
3
170,346
1
497,180
3
9,365
-
1,349,137
7
11,989,024
67
$ 17,892,906
100
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
9,405,807
554,630
170,500
721,410
22,337
514,639
15,013,164
$ 20,924,059
Amount

$ 1,749,957
1,584,598
160,465
140,231
1,361
1,501,012
2,346
13,751
-
42,652
382,530
280,245
44,734
5,903,882
2,896,557
507,602
124,565
5,883,661
550,611
170,346
497,180
9,365
1,349,137
11,989,024
$ 17,892,906
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 Assets 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

(continued on next page)

~10~

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Liabilities and Equities Notes
6(13)
6(2)
6(22)
7
6(14)
7
6(16)
6(15)
6(16)
6(29)
6(17)
6(18)
6(19)
6(20)
6(21)
6(18) and 8


9
11
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
127,215
1
519,754
3
10,648
-
42,282
-
-
-
7,250,839
35
15,874,743
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
(
73,826)
-
5,049,316
24
$ 20,924,059
100
Unit: NT$ Thousand
December 31,2022
Amount
%
$ 4,624,525
26
5,697
-
232,778
1
81
-
417,175
2
284
-
837,213
5
-
-
178,854
1
-
-
32,571
-
611,473
4
39,114
-
6,979,765
39
2,609,044
14
3,167,974
18
121,124
1
527,098
3
16,512
-
34,754
-
2,428
-
6,478,934
36
13,458,699
75
2,564,465
14
1,251,681
8
769,952
4
1,729,293
10
10,508
-
(
1,778,979) (
10)
4,546,920
26
(
112,713) (
1)
4,434,207
25
$ 17,892,906
100
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
127,215
519,754
10,648
42,282
-
7,250,839
15,874,743
2,564,465
1,439,959
827,460
1,464,101
1,641
(
1,174,484)
5,123,142
(
73,826)
5,049,316
$ 20,924,059
Amount
$ 4,624,525
5,697
232,778
81
417,175
284
837,213
-
178,854
-
32,571
611,473
39,114
6,979,765
2,609,044
3,167,974
121,124
527,098
16,512
34,754
2,428
6,478,934
13,458,699
2,564,465
1,251,681
769,952
1,729,293
10,508
(
1,778,979)
4,546,920
(
112,713)
4,434,207
$ 17,892,906
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
2180
Accounts payable - Related party
2200
Other Payables
2220
Other Payables - Related Parties
2230
Current Income Tax Liabilities
2250
Provision for Liabilities - Current
2280
Lease Liability - Current
2320
Long-term liabilities due within one
year or one business cycle
2399
Other Current Liabilities - Other
21XX
Total Current Liabilities
Non-current liabilities
2530
Corporate bonds payable
2540
Long-term borrowings
2570
Deferred Income Tax
2580
Lease liability - Non Current
2640
Defined Benefit Liabilities - Non
Current
2645
Guarantee Deposits Received
2670
Other Non-Current Liabilities - Other
25XX
Total Non-Current Liabilities
2XXX
Total Liabilities
Equity attributable to shareholders of
the parent company
Capital
3110
Capital stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
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.

Chairman: Sean Chen

Managerial Officer: Lidon Chen Accounting Supervisor: Eve Yang

~11~

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statement January 1 to December 31, 2023, and 2022

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

Items 2023
2022
Notes
Amount
%
Amount
%
6(22) and 7
$ 7,199,935
100
$ 7,741,118
100
6(5) and 7
(
5,363,566)(
75) (
5,642,493) (
73)
1,836,369
25
2,098,625
27
6(27)
(28) and 7
(
271,119) (
4) (
209,947) (
3)
(
459,028) (
6) (
375,754) (
5)
(
348,136) (
5) (
254,090) (
3)
12(2)
(
9,455)
- (
10,558)
-
(
1,087,738)(
15) (
850,349) (
11)
748,631
10
1,248,276
16
6(23)
40,742
-
25,271
-
6(24) and 7
133,843
2
258,255
4
6(25)
(
98,389) (
1) (
619,247) (
8)
6(26)
(
293,238) (
4) (
177,546) (
2)
6(6)
(
85,789)(
1) (
61,296) (
1)
(
302,831)(
4) (
574,563) (
7)
445,800
6
673,713
9
6(29)
(
281,516)(
4) (
228,081) (
3)
$ 164,284
2
$ 445,632
6
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
Earnings Before Tax
7950
Income Tax Expense
8200
Net profit for the period

(continued on next page)

~12~

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statement January 1 to December 31, 2023, and 2022

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

Items 2023
2022
Notes
Amount
%
Amount
%
6(17)
($ 1,145)
- ($ 2,656)
-
(
1,145)
- (
2,656)
-
6(21)
(
8,867)
-
6,476
-
(
8,867)
-
6,476
-
($ 10,012)
-
$ 3,820
-
$ 154,272
2
$ 449,452
6
$ 366,126
5
$ 703,519
9
(
201,842) (
3)(
257,887)(
3)
$ 164,284
2
$ 445,632
6
$ 356,114
5
$ 707,339
9
(
201,842) (
3)(
257,887)(
3)
$ 154,272
2
$ 449,452
6
6(30)
$ 1.75
$ 3.37
6(30)
$ 1.65
$ 3.12
Other Comprehensive Incomes (Net)
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Re-measurements of defined benefit plan
8310
Total items that will not be reclassified
subsequently to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Financial statement translation differences
of foreign operations
8360
Total Components of other
comprehensive income that will be
reclassified to profit or loss
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 per share
9750
Net Income
Diluted Earnings per share
9850
Net profit for the period

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

Chairperson: Sean Chen Managerial Officer: Lidon Chen Accounting Officer: Eve Yang

~13~

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2023, and 2022

Unit: NT$ Thousand

2022
Balance January 1, 2022
Net Income
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings for 2021
Legal capital reserve
Cash dividends
Conversion of convertible bonds
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
Share-based payment transaction
Treasury Stock Buyback
Subsidiaries donated treasury stock
Cash increase of non-controlling equity in Subsidiaries
Balance December 31, 2022
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
Notes Equity Equity a ttributableto share holders of the parentcompany holders of the parentcompany holders of the parentcompany holders of the parentcompany Non-
controlling
Interests
Total Equity
Capital stock Capital surplus Retain ed earnings Otherequityinterests Treasurystock 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(21)
6(20)
6 (19)(20)
6(19)
6(19)
6(19)
6 (18)(19)
6(18)
6(18)
6(21)
6(20)
6 (19)(20)
6(19)
6(19)
6(19)
6(18)
6(18)
6(19)
$ 2,556,735
-
-
-
-
-
7,730
-
-
-
-
-
-
-
-
$ 2,564,465
$ 2,564,465
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,564,465
$ 1,315,828
-
-
-
-
-
55,472
(
241,189 )
73,463
10,169
21,107
16,831
-
-
-
$ 1,251,681
$ 1,251,681
-
-
-
-
-
(
49,797 )
90,829
133,604
13,793
-
-
(
151 )
-
$ 1,439,959
$ 656,037
-
-
-
113,915
-
-
-
-
-
-
-
-
-
-
$ 769,952
$ 769,952
-
-
-
57,508
-
-
-
-
-
-
-
-
-
$ 827,460
$ 1,470,151
703,519
(
2,656 )
700,863
(
113,915 )
(
241,189 )
-
-
-
(
86,617 )
-
-
-
-
-
$ 1,729,293
$ 1,729,293
366,126
(
1,145 )
364,981
(
57,508 )
(
572,665 )
-
-
-
-
-
-
-
-
$ 1,464,101
$ 6,698
-
6,476
6,476
-
-
-
-
-
-
-
-
-
-
-
$ 13,174
$ 13,174
-
(
8,867 )
(
8,867 )
-
-
-
-
-
-
-
-
-
-
$ 4,307





($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 941,423 )
-
-
-
-
-
-
-
-
-
-
-
(
842,536 )
4,980
-
($ 1,778,979 )
($ 1,778,979 )
-
-
-
-
-
-
-
-
-
12,807
591,688
-
-
($ 1,174,484 )
$ 5,061,360
703,519
3,820
707,339
-
(
241,189 )
63,202
(
241,189 )
73,463
(
76,448 )
21,107
16,831
(
842,536 )
4,980
-
$ 4,546,920
$ 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
















($ 187,509 )
(
257,887 )
-
(
257,887 )
-
-
-
-
-
-
130,213
2,230
-
-
200,240
($ 112,713 )
($ 112,713 )
(
201,842 )
-
(
201,842 )
-
-
-
-
(
58,871 )
-
-
-
-
299,600
($ 73,826 )
$ 4,873,851
445,632
3,820
449,452
-
(
241,189 )
63,202
(
241,189 )
73,463
(
76,448 )
151,320
19,061
(
842,536 )
4,980
200,240
$ 4,434,207
$ 4,434,207
164,284
(
10,012 )
154,272
-
(
572,665 )
(
49,797 )
90,829
74,733
13,793
12,807
591,688
(
151 )
299,600
$ 5,049,316

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

Chairman: Sean Chen

Managerial Officer: Lidon Chen

Accounting Supervisor: Eve Yang

~14~

Taiwan Mask Corporation and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31, 2023, and 2022

Cash Flow from Operating Activities
Net Income (Loss) Before Tax
Adjustments to Reconcile Net Income to Net Cash
Flow from Operating Activities
Revenues and Expenses
Depreciation

Amortization

Expected loss on credit impairment

Interest income

Interest Expenses

Subsidiaries donated treasury stock

Net losses of financial assets at fair value
through profit or loss

Gain (loss) on disposal of investments

Dividend income

Share-based payment transaction

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
The Changes of Assets/ Liabilities related to
Operating Activities
Net Changes of Assets related to Operating
Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated Parties
Inventories
Prepayments
Other Current Assets
Other Non-Current Assets
Net Changes of Liabilities related to
Operating Activities
Contract Liabilities
Notes Payable
Accounts Payable
Accounts payable - Related party
Other Payables
Other Payables- related Parties
Provisions
Other Current Liabilities
Defined Benefit Liabilities
Other Current Liabilities
Net Cash In-Flow from Operating
Dividends Received
Interest Received
Interest Paid
Income Tax Paid
Net Cash In-Flow from Operating Activities
Unit: NT$ Thousand
Notes
January 1 to
December31,2023
January 1 to
December31,2022
$ 445,800 $ 673,713
6(27)
933,404
568,193
6(27)
52,495
45,391
12(2)
9,455
10,558
6(23)
(
40,742 ) (
25,271 )
6(26)
293,238
177,546
7
12,807
4,980
6(25)
221,510
801,122
6(25)
(
101,102 ) (
123,552 )
6(24)
(
94,064 ) (
194,598 )
6(18)
-
19,061
6(6)
85,789
61,296
6(25)
(
688 ) (
5,024 )
6(25)
(
25,499 )
-
78
1,186
(
175,131 ) (
115,356 )
34,968
15,532
(
4,604 ) (
1,298 )
28,959 (
247,822 )
2,320
14,466
(
16,753 )
55,246
(
407 )
-
(
250,767 )
21,187
(
40,501 ) (
158,379 )
35,911 (
14,837 )
29,108
671
(
67,726 )
53,463
(
79,735 )
15
27,826 (
60,057 )
(
284 )
284
49,752
144,840
304
-
- (
10,964 )
17,970 (
167 )
(
7,012 )
4,169
(
7,228) (
98,218)
1,369,451
1,617,376
110,914
194,598
42,243
25,271
(
260,590 ) (
177,546 )
(
444,991) (
246,930)

817,027
1,412,769

(continued on next page)

~15~

Taiwan Mask Corporation and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31, 2023, and 2022

Cash Flow from Investment Activities
Acquisition of Amortized Cost Financial Assets
Disposal of Amortized Cost Financial Assets
Cash outflows from changes in consolidated
entities

Acquisition of investment property by the Equity
Method
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
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 ordinary corporate bonds

Treasury stocks transfer to employees
Cost of treasury stock buyback
Redemption of Lease Principal

Increase in Guarantee Deposits Received

Distribution of cash dividends (including capital
surplus distribution cash)
Cash increase of non-controlling equity in
Subsidiaries
Payment of overdue unclaimed dividends
Net Cash In-Flow (Out-Flow) from
Funding Activities
Adjustments of Exchange Rate
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
December31,2023
January 1 to
December31,2022
( $ 672,781 ) ( $ 610,686 )
416,418
20,882
6(31)
(
78,027 )
-
(
15,000 )
-
6 (32)
(
3,179,581 ) (
2,911,204 )
8,695
6,020
6(11)
(
36,975 ) (
45,767 )
27,043
-
(
35,869 ) (
36,932 )
(
3,566,077 ) (
3,577,687 )
6 (33)
7,613,689
16,200,182
6 (33)
(
6,907,998 ) (
15,952,423 )
6 (33)
1,593,546
4,569,424
6 (33)
(
1,061,577 ) (
3,512,177 )
6 (33)
797,338
997,095
591,688
-
- (
842,536 )
6 (33)
(
51,816 ) (
55,556 )
6 (33)
7,528
27,846
(
531,633 ) (
408,915 )
299,600
200,240
(
151 )
-
2,350,214
1,223,180
12,985
9,876
(
385,851 ) (
931,862 )
1,749,957
2,681,819
6(1)
$ 1,364,106$ 1,749,957

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

Chairperson: Sean Chen

Managerial Officer: Lidon Chen

Accounting Officer: Eve Yang

~16~

Taiwan Mask Corporation and Subsidiaries Notes to the Consolidated Financial Statements

2023 and 2022

Unit: NT$ Thousand (Unless otherwise specified)

I. Company History

Taiwan Mask Corporation (hereinafter referred to as the “Company”) was established on October 21, 1988, and started its operations in March 1989. The Company was approved by the shareholders meeting on June 12, 2000 to acquire Shin-Tai Technology Co., Ltd., on the merger record date of December 1, 2000, with the Company being the surviving entity. The Company and its subsidiary (collectively referred to as the “Group”) mainly engage in the research, development, manufacturing and sales of photomask and integrated circuits, providing technical assistance, consultation, inspection and repair of the abovementioned products, and manufacturing and buying and selling of medical equipment.

II. Date and procedures for passing the financial statement

The consolidated financial statements were reported to the Board of Directors and issued on March 6, 2024.

III. Application of New and Revised International Financial Reporting Standards

(I) The impact from adopting the newly released and revised IFRS and IAS recognized and issued into effect by the Financial Supervisory Commission (FSC).

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS recognized and issued into effect by the Financial Supervisory Commission in 2023:

Newly released/corrected/amended standards and Effective Date Issued by
interpretations IASB
Amendment to IAS 1 - “Disclosure of Accounting Policies” January 1, 2023
Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023
Amendments to IAS 12, “Deferred Income Taxes Related to January 1, 2023
Assets and Liabilities Arising from a Single Transaction”
Amendment to IAS 12 “International Tax Reform - Pillar May 23, 2023
Two Model Rules”

The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

~17~

  • (II) Impact of the newly released and amended IFRS and IAS recognized by the FSC not yet adopted by the Company.

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS recognized by the Financial Supervisory Commission in 2024:

Newly released/corrected/amended standards and Effective Date Issued by interpretations IASB Amendments to IFRS 16 - “Liabilities of Lease from the January 1, 2024 Leaseback” Amendment to IAS 1 “Classification of Liabilities as Current January 1, 2024 or Non-Current” Amendment to IAS 1 “Non-Current Liabilities With January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Financing January 1, 2024 Arrangements”

The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

(III) IFRS and IAS issued by the IASB but not yet recognized by the FSC.

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS issued by the IASB but not yet recognized by the FSC:

Newly released/corrected/amended standards and Effective Date Issued by
interpretations IASB
IFRS 10 and IAS 28 amendments, Sale or contribution of To be determined by the
assets between an investor and its associate or joint venture IASB
IFRS 17 - Insurance contracts January 1, 2023
Amendment to IFRS 17 - Insurance contracts January 1, 2023
Amendments to IFRS 17 “First-time Adoption of IFRS 17 January 1, 2023
and IFRS 9 - Comparative Information”
Amendments to IAS No. 21 “Lack of Exchangeability” January 1, 2023

The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

~18~

IV. Summary of Significant Accounting Policies

The principal accounting polices applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(I) Compliance statement

These consolidated financial statements of the Group have been prepared in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the FSC (collectively referred herein as the “IFRSs”).

(II) Basis of Preparation

  1. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention.

  2. (1) Financial assets and financial liabilities at fair value through profit or loss (including derivatives).

  3. (2) Financial Assets at Fair Value Through Other Comprehensive Income.

  4. (3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  5. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note V.

(III) Basis of consolidation

  1. The basis for preparation of consolidated financial statements

  2. (1) All subsidiaries are included in the Corporate Group’s consolidated financial statements. Subsidiaries are all entities controlled by the Corporate Group. The Corporate Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  3. (2) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Corporate Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Corporate Group.

  4. (3) The profit and loss and the components of other comprehensive income attribute to the owners of the parent company and non-controlling interest. The total comprehensive income also attributes to the owners of the parent company and non-controlling interest, even if this results in the non-controlling interests having a deficit balance.

  5. (4) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are equity transactions, and they are considered as transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are

~19~

adjusted and the fair value of the consideration paid or received is directly recognized in equity.

  • (5) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

~20~

2. Subsidiaries included in the consolidated financial statements:

Name
Name of
Subsidiary
Ownership (%)
Main Business Activity
December 31, 2023
December 31, 2022
Taiwan Mask
Corporation
SunnyLake Park
International
Holding, Inc.
Name of Investor
100
100
Taiwan Mask
Corporation
Youe Chung
Capital
Corporation
Name of Investor
100
100
Taiwan Mask
Corporation
Miracle
Technology CO.,
LTD.
Electronics components
manufacturing,
electronics materials and
precision equipment
distribution and power
component design
100
100
Taiwan Mask
Corporation
Innova Vision
INC.
Manufacturing, retail,
wholesale and
international trade of
medical equipment
75.32
91.53
Taiwan Mask
Corporation
One Test
Systems
Research, development
and design of test
equipment and related
components
100
-
Taiwan Mask
Corporation
Pilot Battery
Co., Ltd.
Electronic parts and
components and energy
technical services
20.00
-
Youe Chung
Capital
Corporation
Innova Vision
INC.
Manufacturing, retail,
wholesale and
international trade of
medical equipment
0.19
0.23
Youe Chung
Capital
Corporation
Aptos
Technology INC.
Design, packaging and
testing of NAND flash
memory, solid state
drives and the related
products
47.19
47.19
Youe Chung
Capital
Corporation
Xsense
Technology
Corporation
Name of Investor
100
100
Youe Chung
Capital
Corporation
Xsense
Technology
Corporation
(B.V.I.) Taiwan
Branch
Precious metal coating
53.00
53.00
Xsense
Technology
Corporation
Xsense
Technology
Corporation
(B.V.I.) Taiwan
Branch
Precious metal coating
-
-
Youe Chung
Capital
Corporation
Digital-Can
Tech. Co., Ltd.
3D Printing and Plastic
Mold Design
57.39
57.39
Youe Chung
Capital
Corporation
Pilot Battery
Co., Ltd.
Electronic parts and
components and energy
technical services
38.89
-
Youe Chung
Capital
Corporation
Moment
Semiconductor,
Inc.
Retail and wholesale of
memory products
53.33
-
Explanation
Note 3
Note 1
Note 4
Note 5
Note 5
Note 5
Note 1
Note 2

~21~

Name
Name of
Subsidiary
Ownership (%)
Main Business Activity
December 31, 2023
December 31, 2022
Aptos Technology
INC.
ADL Energy Corp Electronic parts and
components and energy
technical services
-
100
Aptos Technology
INC.
New Sunrise
Limited
Name of Investor
100
100
Pilot Battery Co.,
Ltd.
ADL Energy Corp Electronic parts and
components and energy
technical services
100
-
ADL Energy Corp Aptos Global
Holding Corp.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Jing Hao
Investment Co.,
Ltd.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
MIKO
Technology Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
79.17
79.17
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
20.83
20.83
Innova Vision
INC.
Innova
Technology
Medical equipment
retail and wholesale
100
100
Innova Vision
INC.
Innova Vision
(B.V.I.) Inc.
Name of Investor
100
100
Innova Vision
INC.
iPro Vision Inc.
Medical equipment
retail and wholesale
52.03
52.03
Innova Vision
(B.V.I.) Inc.
iPro Vision Inc.
Medical equipment
retail and wholesale
47.97
47.97
Name
Name of
Subsidiary
Ownership (%)
Main Business Activity
December 31, 2023
December 31, 2022
Aptos Technology
INC.
ADL Energy Corp Electronic parts and
components and energy
technical services
-
100
Aptos Technology
INC.
New Sunrise
Limited
Name of Investor
100
100
Pilot Battery Co.,
Ltd.
ADL Energy Corp Electronic parts and
components and energy
technical services
100
-
ADL Energy Corp Aptos Global
Holding Corp.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Jing Hao
Investment Co.,
Ltd.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
MIKO
Technology Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
79.17
79.17
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
20.83
20.83
Innova Vision
INC.
Innova
Technology
Medical equipment
retail and wholesale
100
100
Innova Vision
INC.
Innova Vision
(B.V.I.) Inc.
Name of Investor
100
100
Innova Vision
INC.
iPro Vision Inc.
Medical equipment
retail and wholesale
52.03
52.03
Innova Vision
(B.V.I.) Inc.
iPro Vision Inc.
Medical equipment
retail and wholesale
47.97
47.97

Explanation

100
100
-
100
100
100
100
100
79.17
20.83
100
100
52.03
47.97


Note 7
Note 7
Note 6
Note 6

Note 1: In March 2023, the Company’s subsidiary, Youe Chung Capital Corporation, invested in Pilot Battery Co.,Ltd. with 58.33% shareholding. Pilot Battery Co.,Ltd.

~22~

organized capital increase in cash by issuing new shares in November 2023. Youe Chung Capital Corporation did not execute based on shares proportion. Instead, the Company participated in the cash capital increase. As of December 2023, the Company and the Company’s subsidiary, Youe Chung Capital Corporation, respectively held shares of ratio was 20% and 38.89%.

  • Note 2: In March 2023, the Company’s subsidiary, Youe Chung Capital Corporation, invested in Moment Semiconductor, Inc. with 53.33% shareholding.

  • Note 3: The Company’s subsidiary, Aptos Technology INC. invested in One Test Systems in May 2023 with a 100 % shareholding. In August 2002, the Group was reorganized and One Test Systems was directly owned by the Company, with its shareholding remaining at 100%.

  • Note 4: The Company’s subsidiary, Youe Chung Capital Corporation, which holds a majority of the Board of Directors of the company, has substantial control over the company and therefore included the company in the consolidated financial statements as a consolidated entity.

  • Note 5: In November 2022, Xsense Technology Corporation reduced its capital, leaving only one share which was 100% owned by Youe Chung Capital Corporation. At the same time, Xsense Technology Corporation applied for the transfer of its shares in Xsense Technology Corporation (B.V.I.) Taiwan Branch to the original shareholders of Xsense Technology Corporation in the same proportion. After the transfer, the original shareholders of Xsense Technology Corporation switched to owning Xsense Technology Corporation (B.V.I.) Taiwan Branch. As of December 31, 2023, Youe Chung Capital Corporation held 100% of Xsense Technology Corporation and 53.00% of Xsense Technology Corporation (B.V.I.) Taiwan Branch, respectively.

  • Note 6: Originally named Innova Vision Kabushiki Kaisha, renamed to iPro Vision Inc. on February 17, 2023.

  • Note 7: Aptos Technology Inc., a subsidiary of the Company, held 100% equity of ADL Energy Corp. The Group’s organization was restructured in December 2023 and the Company’s subsidiary, Pilot Battery Co., Ltd., directly owned ADL Energy Corp. with a shareholding ratio of 100%.

  • Subsidiaries not included in the consolidated financial statement: None.

  • Adjustments for subsidiaries with different balance sheet dates: None.

  • Significant restrictions: None.

  • Subsidiaries that have non-controlling interests that are material to the Group:

The total non-controlling interests of the Group as of December 31, 2023 and 2022 were (NT$73,826) and (NT$112,713), respectively. The following information shows subsidiaries that have non-controlling interests that are material to the Group:

~23~

Non-controlling Interests

Non-controlling Interests Interests
Name of
Subsidiary
Aptos
Technology
and its
subsidiaries
Main
location of
business
Taiwan
($
December 31, 2023
Amount
Ownership in
%
248,253) 52.81%
($
December 31, 2022
Amount
Ownership in
%
100,582) 52.81%

Explanation

%
52.81%

Aggregate financial information of subsidiaries:

Balance Sheet

Current assets
Non-Current Assets
Current liabilities
Non-current liabilities
Total net assets
Aptos Technology
December 31, 2023
$ 248,931
501,076
( 857,464)
( 362,617)
($ 470,074)
Aptos Technology and its subsidiaries
December 31, 2022
$ 339,417
579,075
( 679,551)
( 429,397)
($ 190,456)

Statement of Comprehensive Income

Revenue
Net loss before taxes
Income tax benefits
Net loss of current period from continuing
operations
Loss from discontinued operations
Net loss for the period
Other comprehensive income (net after tax)
Total comprehensive income for the year
$ Aptos Technology Aptos Technology and its subsidiaries
2022
$ 708,792
( 295,477)
-
( 295,477)
-
( 295,477)
-
($ 295,477)


2023
536,868
274,029)
15
274,014)
-
274,014)
-
274,014)

$

(



(
( (


(





(
($ ($

~24~

Statements of Cash Flows

Net cash outflow from operating activities
Net Cash Outflow from Investing Activities
Net Cash In-Flow (Out-Flow) from Funding
Activities
Increase (Decrease) of Cash and Cash
Equivalents
Beginning Balance of Cash and Cash
Equivalents
Ending Balance of Cash and Cash
Equivalents
($

Aptos Technology Aptos Technology and its subsidiaries
2022
($ 236,453)
( 106,726)
327,492
and its subsidiaries
2022
($ 236,453)
( 106,726)
327,492




2023
129,331)
28,644
140,091
39,404
18,461
57,865

($ (






(

15,687)
34,148

$


$

18,461

(IV) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.

  1. Foreign currency transactions and balances

  2. (1) Foreign currency transactions are translated into the functional currency using spot exchange rate at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  3. (2) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated using spot exchange rate at the balance sheet date. Exchange differences arising from re-translation at the balance sheet date are recognized in profit or loss.

  4. (3) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated using spot exchange rate at the balance sheet date. Their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated using spot exchange at the balance sheet date. Their translation differences are recognized in other comprehensive income. For those which are not measured at fair value, they measured by the historical exchange rate of the initial transaction date.

  5. (4) All foreign exchange gains and losses are presented in the statement of comprehensive income within “Other gains and losses”.

  6. Translation of foreign operations

  7. (1) The operating results and financial position of all corporate group entities and affiliates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet.

~25~

  • B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period.

  • C. All resulting exchange differences are recognized in other comprehensive income.

  • (2) When the foreign operation that is partially disposed of or sold is a subsidiary, the accumulated conversion difference recognized as other comprehensive income is reattributed to the foreign operation’s non-controlling interests on a pro rata basis. However, even if the Group retains part of its equity in the former subsidiary, but has lost control of the subsidiary of the foreign operation, it will be treated with as a disposal of the entire equity of the foreign operation

  • (3) Goodwill and fair value adjustments arising on acquisition of a foreign entity are regarded as assets and liabilities of the foreign entity, and are translated at the closing rate.

(V) Classification of current and non-current items

  1. Assets that meet one of the following criteria are classified as current assets:

  2. (1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

  3. (2) Assets held mainly for trading purposes.

  4. (3) Assets that are expected to be realized within twelve months from the balance sheet date.

  5. (4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Those that do not meet the above criteria are considered non-current.

  1. Liabilities that meet one of the following criteria are classified as current liabilities:

  2. (1) Liabilities that are expected to be paid off within the normal operating cycle.

  3. (2) Assets held mainly for trading purposes.

  4. (3) Liabilities that are to be paid off within twelve months from the balance sheet date.

  5. (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Those that do not meet the above criteria are considered non-current.

(VI) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(VII) Financial assets at fair value through profit and loss

  1. Refer to the financial assets that are not measured at amortized cost, or are measured at fair value through other comprehensive gain or loss.

  2. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.

  3. The Group measures financial assets at fair value in initial recognition. The related

~26~

transaction costs are recognized in profit and loss. These financial assets are subsequently re-measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

  1. When the right to receive dividends is established, the economic benefits associated with the dividends are likely to flow in, and the amount of dividends can be reliably measured, the Group recognizes dividend income in profit or loss.

(VIII) Financial assets at fair value through other comprehensive profit and loss

  1. Refers to an irrevocable election at the time of initial recognition to report the fair value changes of equity investments that are not held for trading in other comprehensive income.

  2. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using trade date accounting.

  3. The Corporate Group measures financial assets at fair value plus transaction costs at the initial recognition. The financial assets are subsequently measured at fair value. The fair value changes of equity investments are recognized in other comprehensive income. At the time derecognition, the accumulated gains or losses previously recognized in other comprehensive income shall not subsequently reclassified to profit or loss, and shall be transferred to retained earnings. When the right to receive dividends is established, the economic benefits associated with the dividends are likely to flow in, and the amount of dividends can be reliably measured, the Group recognizes dividend income in profit or loss.

(IX) Financial assets measured at amortized cost

  1. Refer to those that meet the following criteria at the same time:

    • (1) The objective of the business model is achieved by collecting contractual cash flows.

    • (2) The assets’ contractual cash flows solely represent payments of principal and interest.

  2. The Corporate Group holds time deposits that are not considered cash equivalents. Due to the short holding period, the impact of discounting is insignificant and is measured by the amount of investment.

  3. (X) Accounts and notes receivable

  4. Refers to accounts and notes that have been unconditionally charged for the right to exchange the value of the consideration due to the transfer of goods or services.

  5. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(XI) Impairment Loss of Financial Assets

Regarding debt instruments measured at FVTOCI, financial assets measured at amortized cost, accounts receivable or contract assets and lease receivables that contain significant financing components, the Group, on each balance sheet date, considers all reasonable and supportable information (including forward-looking ones) and measure the loss allowance based on the 12-month expected credit losses for those that do not have their credit risk increased significantly since initial recognition. For those that have increased significantly since initial recognition, the loss allowance is measured based on the full lifetime expected credit losses. A loss allowance for full lifetime expected credit losses is also required for contract assets or trade receivables that do not constitute a financing transaction.

~27~

(XII) De-recognition of financial assets

A financial asset is derecognized when the Group’s rights to receive cash flows from the financial assets have expired.

(XIII) Lessor’s lease transaction - Operating lease

Lease income from operating leases, less any incentives given to the lessee, is amortized in current profit or loss on a straight-line basis over the lease term.

(XIV) Inventories

Inventories are measured at the lower of cost or net realizable value, and the cost is determined by weighted-average method. The cost of finished goods and work-in-progress comprises raw materials, direct labor, other direct costs and related production overheads (amortized according to normal production capacity), but excludes borrowing costs. At the end of year, inventories are evaluated at the lower of cost or net realizable value. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable costs of completion and selling expenses.

(XV) Investments accounted for using equity method - Associates

  1. Associates refer to entities over which the Corporate Group has significant influence but is not in control. In general, the associates may have more than 20% of their voting shares directly or indirectly owned by the Group. The Corporate Group accounts for its investment in associates using the equity method, and the investment is initially recognized at cost.

  2. The Corporate Group recognizes the profit and loss upon the acquisition of associates as the current profit and loss. Other comprehensive profit and loss after the acquisition are recognized as the other comprehensive profit and loss. When the Corporate Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group will not recognize further losses, unless it has incurred legal or constructive obligations or make payments on behalf of the associate.

  3. If an associate has changes in equity not from profit or loss or other comprehensive income, and such changes do not affect the Corporate Group’s shareholding in the associate, the Group will recognize all changes in equity attributable to the Group’s share of the associate as “capital surplus” according to the shareholding percentage.

  4. Unrealized gains on transactions between the Corporate Group and associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Corporate Group.

  5. In the event that an associate issues new shares and the Corporate Group does not subscribe to or acquire the new shares in proportion, which results in a change to the Group’s shareholding percentage but the Group maintains a significant influence on the associate, the increase or decrease of the Group’s share of equity interest is the adjustment of “capital surplus” and “investments accounted for under the equity method”. If the investment percentage is reduced, in addition to the above adjustments, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionally on the same basis as would be required if the

~28~

relevant assets or liabilities were disposed of.

  • (XVI) Property, plant and equipment

  • Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Corporate Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors,” from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 5 years to 60 years
Machinery and equipment 2 years to 14 years
Office equipment 2 years to 7 years
Transportation equipment 3 years to 7 years
Leasehold improvements 2 years to 10 years
Mold equipment 2 years
Other equipment 2 years to 12 years

(XVII) Leasing agreements (lessee) - Right-of-use assets/lease liabilities

  1. Leases are recognized as right-of-use assets and lease liabilities at the date at which the leased assets are available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognized as expenses on a straight-line basis over the lease term.

  2. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments include fixed payments, less any lease incentives receivables.

The Company subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of re-measurement is recognized as an adjustment to the rightof-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  1. At the commencement date, the right-of-use asset is recognized at cost which includes:

  2. (1) The amount of initial measurement of lease liability.

~29~

  • (2) Any lease payments made at or before the commencement date.

  • (3) Any original direct costs incurred.

  • (4) The estimated cost of dismantling, removing the underlying asset and restoring its location, or restoring the underlying asset to the condition required in the lease terms and conditions.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s service life or the end of lease term. When the lease liability is remeasured, the amount of re-measurement is recognized as an adjustment to the right-of-use asset.

(XVIII) Real estate investment

Investment properties are initially measured at cost, and may be subsequently measured using a cost model. Except for land, the service life is recognized on a straight-line basis of depreciation and is about 45 years.

(XIX) Intangible assets

  1. Trademark and concession

Trademarks and concession obtained separately are recognized at the cost of acquisition, and trademarks and concessions obtained as a result of a business combination are recognized at fair value on the acquisition date. Trademarks and concessions are assets with a limited useful life and are amortized based on the estimated useful life of 10 to 15 years based on the straight-line method.

  1. Computer software

Computer software is recognized at the cost of acquisition, and amortized based on the estimated useful life of 3 years based on the straight-line method.

  1. Goodwill

Goodwill is measured in a business combination using the acquisition method.

(XX) Impairment of non-financial assets

  1. The Corporate Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less disposal cost or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

  2. Goodwill, intangible assets with indefinite useful life and intangible assets not yet available for use are regularly estimated for their recoverable amounts. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The goodwill impairment loss will not be reversed in subsequent years.

  3. Goodwill is allocated to cash-generating units for the purpose of conducting the impairment testing. The allocation identified based on the operating segment, and the goodwill is allocated to cash-generation units or groups of cash-generation units expected to benefit from the business combination that generates goodwill.

~30~

(XXI) Borrowings

Refers to long- and short-term funds borrowed from banks and other long- and short-term borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(XXII) Accounts and notes receivable

  1. Refers to debts incurred as a result of the purchase of raw materials, goods or services and the notes payable due to business and non-business purposes.

  2. The short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(XXIII) Convertible bonds payable

The convertible bonds payable issued by the Group are embedded with conversion options (i.e., the holder’s right to choose to convert to the Group’s common stock for a fixed amount of shares), put options and call options. The issuance price is classified as financial assets, financial liabilities or equity at the time of initial issuance according to the terms of issuance, which is treated as follows:

  1. Embedded put options and call options: “Financial assets or liabilities at fair value through profit or loss” are recorded at their net fair value on initial recognition; subsequently, “Gain or loss on financial assets (liabilities) at fair value through profit or loss” is recognized on the balance sheet date, with the difference valued at current fair value.

  2. Master contract of corporate bonds: The difference between the fair value of the corporate bonds and the redemption value is recognized as a premium or discount on the corporate bonds payable at the time of original recognition; subsequently, it is recognized in profit or loss as an adjustment to “finance costs” using the effective interest method under the amortization procedure over the circulation period.

  3. Embedded conversion options (which meet the definition of equity): On initial recognition, the remaining value of the issue amount, net of the above “financial assets or liabilities at fair value through profit or loss” and “corporate bonds payable”, is recorded as “capital surplus - stock options” and is not subsequently remeasured.

  4. Any directly attributable transaction costs of the issuance are allocated to each component of liabilities and equity in proportion to the original carrying amount of each component mentioned above.

  5. Upon conversion, the components of liabilities (including “corporate bonds payable” and “financial assets or liabilities at fair value through profit or loss”) are subsequently measured according to their respective classifications, and the carrying amount of the aforementioned components of liabilities is added to the carrying amount of “capital surplus - stock options” as the issuance cost of common stock exchanged.

(XXIV) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should

~31~

be recognized as expenses in that period when the employees render service.

  1. Pension

  2. (1) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • (2) Defined benefit plans

    • A. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using the current interest rates of government bonds (at the balance sheet date) consistent with the currency and period of the defined-benefit plan instead.

    • B. Re-measurements arising on defined-benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

    • C. The related expenses of the past service cost are immediately recognized as profit and loss.

  • Termination benefits

Refer to when companies decide to terminate the employees before the normal retirement date, or when employees decide to accept the benefits in exchange for the termination. The Group recognizes expenses when it is no longer able to withdraw the offer of termination benefits or when the relevant restructuring costs are recognized, whichever is earlier. Liabilities that are not expected to be paid off within twelve months from the balance sheet date should be discounted.

  1. Remuneration for employees and directors

Employees’ bonuses and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

(XXV) Share-based payment to employees

The share-based payment agreement for delivery of equity is a transaction in which employees’ labor service received as consideration for the Company’s equity instrument at fair value, and it is recognized as compensation costs during the vesting period, and the equity is adjusted accordingly. The fair value of equity instrument shall reflect the effects of vesting and non-vesting conditions of market value. The recognized remuneration costs are adjusted in accordance with the expected service conditions to be met and the nonvesting market value conditions, until the final recognized amount is recognized with the vesting amount on the vesting date.

~32~

(XXVI) Income tax

  1. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  2. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  3. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax arising from the initially recognized goodwill is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not generate taxable and deductible temporary difference. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  4. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  5. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities. They are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

(XXVII) Capital

  1. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  2. When the Company buys back the issued shares, the consideration paid, including any directly attributable incremental costs, is recognized as a deduction of shareholders’ equity with the net amount after tax. When the purchased shares are subsequently reissued, the difference between the consideration received and the book value after

~33~

deducting any directly attributable incremental costs and the impact of income tax is recognized as an adjustment to shareholders’ equity.

(XXVIII) Dividend distribution

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities. Stock dividends are recorded as dividends to be distributed and transferred to be common stocks on the record date of issuance of new shares.

(XXIX) Recognized revenue

1. Sales of services

The Group mainly provides photomask manufacturing and integrated circuit packaging services. The actual services provided and fees will vary according to different customers. Prices are negotiated separately before providing services, and are based on the prevailing market price. The performance obligations identified based on customer contracts are mainly for photomask manufacturing and packaging services, and revenue is recognized by measuring the degree of completion of performance obligations during the period of service provision.

With the provision of photomask manufacturing and packaging services, the customer simultaneously receives and consumes the performance benefits, and the customer has control over the asset when the asset is created or enhanced. The Group’s performance does not create any assets available for other purposes and has the exercisable right to the amount that has been completely performed till now. The related revenue is recognized by measuring the degree of completion of the performance obligation during the service period. The photomask manufacturing and packaging services are based on the input of the technical staff on the basis of the service, and the progress of completion is measured based on the percentage of the incurred cost to the estimated total cost. After the agreed service or shipment is fulfilled for the contract agreement, a bill is issued, so the contract assets are recognized when the service provided, and transferred to account receivables when the customer agrees to the Group to issue the bill.

2. Product sales

  • (1) The Group manufactures and sells semiconductor-related integrated circuit products, medical equipment products, etc. The sales revenue is recognized when the control of the product is transferred to the customer. That is, once products are delivered to customers, the customers have discretion on the channel and price of product sales, and the Corporate Group has no outstanding performance obligations that may affect customers’ acceptance of the products. The delivery of products occurs when products are shipped to a designated location and the risk of obsolescence and loss has been transferred to customers, and the customers accept the products in accordance with the sales contract or have objective evidence that all criteria have been met.

  • (2) The time interval between the transfer products or services promised to customers and the customers’ payment has not exceeded one year, so the Corporate Group has not adjusted the transaction price to reflect the time value of money.

  • (3) Accounts receivable are recognized when goods are delivered to customers. The Corporate Group has unconditional rights to the contract price, and will be able to

~34~

collect the amount from the customers after the time has passed.

(XXX) Government subsidies

Government subsidies are recognized at fair value once it is reasonably convinced that the Company complies with the conditions for subsidies and will be receiving the subsidies. If the nature of the government subsidies is to compensate the expenses incurred by the Group, the government subsidies are recognized as current gains and losses on a systematic basis during the period in which the related expenses are incurred.

(XXXI) Business combination

  1. The Corporate Group adopts the acquisition method for business combination. The combination consideration is calculated based on the fair value of transferred assets, liabilities incurred or assumed, and equity instruments issued. The transferred consideration includes the fair value of any assets and liabilities arising from contingent consideration agreed. The acquisition-related costs are recognized as expenses when incurred. The identifiable assets acquired and the liabilities assumed in a business combination are measured at the fair value on the acquisition date. The Group uses individual acquisition transactions as the basis. If the non-controlling interest is part of the current ownership interest and the holder has the right to a proportional share of the company’s net assets at the time of liquidation, it is measured at a fair value on the acquisition date or based on the proportion of identifiable assets of acquiree. Other components of non-controlling interests are measured at fair value of the acquisition date.

  2. If the total fair value of transfer of consideration, non-controlling interests of acquiree and the interest of acquiree that has been held previously exceeds the fair value of identifiable assets and the assumed liabilities, it is recognized as goodwill on the acquisition date. If the identifiable assets acquired and the assumed liabilities exceed the transfer of consideration, the difference between the non-controlling interests of acquiree and the total fair value of acquiree’s interests previously held is recognized as the current profit or loss.

(XXXII) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the president that makes strategic decisions.

~35~

V. Critical Accounting Judgments and Key Sources of Estimation and Uncertainty

The preparation of these consolidated financial statements requires the management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please see the following explanation of critical accounting judgments and key sources of estimation and uncertainty:

(I) Important judgments adopted by the accounting policies

None.

(II) Critical accounting estimates and assumptions

Evaluation of Inventories

The Group is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. The Group measures inventory based on the lower of cost and net realizable value. For inventories that are older than a certain period of age or are outdated and obsolete, the Group must use judgment and estimation to determine the net realizable value of the inventory on the balance sheet date. The valuation of inventory may undergo major changes.

As of December 31, 2023, the book value of the Corporate Group’s inventory was NT$701,823.

VI. Summary of Significant Accounting Items

(I) Cash and Cash Equivalents

Cash on hand
Checking accounts and demand deposits
Time deposits
Total
December 31, 2023
$ 629
1,332,772
30,705
$ 1,364,106
December 31, 2022
$ 612
1,012,305
737,040
$ 1,749,957
  1. The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  2. The Group has no cash and cash and cash equivalents pledged to others.

~36~

(II) Financial assets and liabilities at fair value through profit or loss

Items
December 31, 2023
Current items:
Mandatory financial assets at fair value
through profit or loss
Shares of listed and OTC company
$ 1,351,033
Beneficiary certificates
500
1,351,533
Valuation adjustment
275,003
$ 1,626,536
Financial liabilities mandatorily measured at
fair value through profit or loss
Convertible bond call/put options
$ 9,383
Non-current items:
Mandatory financial assets at fair value
through profit or loss
Shares of listed and OTC company
$ 2,689,504
Shares of non-listed and non-OTC
company
129,949
Private equity
75,000
2,894,453
Valuation adjustment
1,725
$ 2,896,178
December 31, 2022
$ 1,254,041
500
1,254,541
330,057
$ 1,584,598
$ 5,697
$ 2,596,725
115,338
20,000
2,732,063
164,494
$ 2,896,557
  1. Details of financial assets/liabilities at fair value through profit or loss recognized in profit or loss are as follows:
or loss are as follows:
Financial assets mandatorily measured at
fair value through profit or loss
Shares of listed and OTC company
Convertible bond call/put options
Shares of non-listed and non-OTC
company

($ (
(
($
2023
115,526)
3,686)
1,196)
120,408)
($ (
(
2022
654,638)
10,697)
12,236)
677,571)

($
  1. Please see Note 8 on how the Group provides financial assets at fair value through profit or loss as a pledged collateral.

  2. Please see Note 12 (2) and (3) for the price risk and fair value information related to financial assets and liabilities at fair value through profit or loss.

~37~

(III) Financial assets measured at amortized cost

Items
Current items:
Demand Deposit
Time deposits
Non-current items:
Demand Deposit
Time deposits
Total
December 31, 2023
$ 156,629
103,256
$ 259,885
$ 377,550
282,607
$ 660,157
December 31, 2022

$ 102,500
57,965
$ 160,465
$ 22,383
485,219
$ 507,602
  1. Financial assets at amortized cost is recognized in the profit or loss shown as follows:
Interest income 2023
$ 8,570
2022
$ 9,052
  1. While not considering the collaterals or other credit enhancements, the financial assets at amortized cost held by the Group had the maximum exposure of credit risk at NT$920,042 and NT$668,067 as of December 31, 2023 and 2022, respectively.

  2. Please see Note 8 on how the Group provides financial assets at amortized cost as a pledged collateral.

(IV) Notes and accounts receivable

Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Less: Loss allowance
December 31, 2023
$ 6,049
$ 1,508,229
26
1,508,255
( 29,423)
$ 1,478,832

December 31, 2022
$ 1,361
$ 1,521,609
2,346
1,523,955
( 20,597)
$ 1,503,358

~38~

  1. Aging of accounts receivable notes receivable is as follows:
Not past due
Up to 30 days
31-90 days
91-180 days
More than 181
days past due
$


December 31, 2023
Accounts
Receivables
Notes
Receivables
1,226,407
$ 6,049
171,778
-
78,432
-
11,385
-
20,253
-
1,508,255
$ 6,049
December 31, 2023
Accounts
Receivables
Notes
Receivables
1,226,407
$ 6,049
171,778
-
78,432
-
11,385
-
20,253
-
1,508,255
$ 6,049
$


December 31, 2022
Accounts
Receivables
Notes
Receivables
1,188,466
$ 1,361
224,106
-
85,210
-
14,582
-
11,591
-
1,523,955
$ 1,361

$
$ 6,049

$

The above is an aging report based on the number of days past due.

  1. As of December 31, 2023 and 2022, accounts receivable and notes receivable were from contracts with customers. The balances of notes and accounts receivable as of January 1, 2022 was NT$1,280,623.

  2. While not considering the collaterals or other credit enhancements, the accounts receivable held by the Group had the maximum exposure of credit risk at NT$1,478,832 and NT$1,503,358, respectively, as of December 31, 2023 and 2022.

  3. Please refer to Note 12 (2) for the information on credit risk of accounts receivable.

(V) Inventories

Raw materials
Work in process
Finished goods
Merchandise
Total
$

Cost
293,091
169,281
216,092
127,487
805,951
December 31, 2023
(Gain from reversal of) loss
$

Book value
247,444
155,442
179,281
119,656
701,823

allowance on decline in
market value of inventories
($ 45,647)
( 13,839)
( 36,811)
( 7,831)
($ 104,128)

$

$
Raw materials
Work in process
Finished goods
Merchandise
Total
$

Cost
257,443
84,578
74,560
98,708
515,289
December 31, 2022
(Gain from reversal of) loss
$

Book value
179,445
75,110
36,942
91,033
382,530

allowance on decline in
market value of inventories
($ 77,998)
( 9,468)
( 37,618)
( 7,675)
($ 132,759)

$

$

~39~

The cost of inventories recognized as losses by the Corporate Group.

Cost of goods sold
$ Loss on falling prices of
inventory and inventory
obsolescence (gain from
recovery)
(
Loss on scrapping of
inventory
Revenue from sales of
leftovers
(
$
2022
5,466,608
$ 68,059)
6,327
41,310) (
5,363,566
$
2021
5,609,401
26,310
11,169
4,387)
5,642,493

For 2023, part of the inventory for which the provision for impairment losses had been made in the previous period was sold and scrapped, resulting in a recovery in the net realizable value of the inventory, which was recognized as a decrease in operating costs.

(VI) Investment under Equity Method

Affiliates:
Advagene Biopharma Co., Ltd.
Weida Hi-Tech Co., Ltd.
December 31, 2023
$ 41,425
26,081
$ 67,506
December 31, 2022
$ 40,485
84,080
$ 124,565

The book value and the share of operating results of each of the Group’s insignificant affiliates are summarized as follows:

Net loss of current period from continuing
operations
2023
($ 85,789)
2022
($ 61,296)

As of December 31, 2023 and 2022, the Group held 29.54% and 28.20% of the shares of Advagene Biopharma Co., Ltd., respectively, and 30.73% and 28.20% of the shares of Weida Hi-Tech Co., Ltd., respectively. The Group was the single largest shareholder of the companies. However, the Group did not hold a majority of the Board of Directors’ seats and therefore did not actually participate in the business decisions and operating policies, including strategic decisions (such as financing, acquisitions, personnel and dividend policies) of Advagene Biopharma and Weida Hi-Tech Co., Ltd. The Group’s shareholding alone does no reach the statutory attendance percentage of shareholders meetings, indicating that the Group has no actual ability to direct relevant activities. Therefore it is judged that the Group has no control over the companies, and only has a significant influence on them.

~40~

(VII) Property, plant and equipment

January 1, 2023
Cost
Accumulated depreciation
2023
January 1
Add - Cost
Disposals - Cost
Disposal - Accumulated
depreciation
Depreciation
Reclassification
Increase in consolidated
entities
Transfer-in amount
Net exchange differences -
Cost
Net exchange differences -
Accumulated depreciation
December 31
December 31, 2023
Cost
Accumulated depreciation
Buildings and
structures
(including land)
$ 2,538,391
( 737,646)
$ 1,800,745
$ 1,800,745
164,896
-
-
( 188,074)
128,666
35,052

-

-
$ 1,941,285
$ 2,879,772
( 938,487)
$ 1,941,285
Machinery and
equipment
$ 5,286,246
( 2,144,752)
$ 3,141,494
$ 3,141,494
2,875,949
( 43,409)
35,994
( 567,664)
251,561
5,423
13
( 7)
$ 5,699,354
$ 8,379,360
( 2,680,006)
$ 5,699,354
Office equipment
$ 65,406
( 34,354)
$ 31,052
$ 31,052
20,613
( 458)
458
( 15,756)
548
1,954
3
( 2)
$ 38,412
$ 89,028
( 50,616)
$ 38,412
Office equipment
Transportation
equipment
$ 8,466
( 5,556)
$ 2,910
$ 2,910
2,755
-
-
( 1,282)
-
550
5
( 4)
$ 4,934
$ 11,826
( 6,892)
$ 4,934
Mold
equipment
$ 313,370
( 295,689)
$ 17,681
$ 17,681
23,023
-
-
( 7,628)
1,585
-
-
-
$ 34,661
$ 337,978
( 303,317)
$ 34,661
Other
equipment
$ 595,668
( 243,902)
$ 351,766
$ 351,766
227,653
( 126,117)
125,525
( 94,179)
39,212
422
3
-
$ 524,285
$ 764,529
( 240,244)
$ 524,285
Unfinished
construction and
Total
$ 9,345,560
( 3,461,899)
$ 5,883,661
$ 5,883,661
4,437,080
( 169,984)
161,977
( 874,583)
( 75,756)
43,401
24
( 13)
$ 9,405,807
$ 13,625,369
( 4,219,562)
$ 9,405,807
equipment under

$

$

$
$

$
(

(



(

$


(



(
(

$

$

$ (

$ (

$

$

~41~

January 1, 2022
Cost
Accumulated
depreciation
2022
January 1
Add - Cost
Disposals - Cost
Disposal - Accumulated
depreciation
Depreciation
Reclassification
December 31
December 31, 2022
Cost
Accumulated
depreciation
Buildings and
structures
(including land)
$ 2,327,441
( 654,360)
$ 1,673,081
$ 1,673,081
363,663
-
-
( 127,097)
( 108,902)
$ 1,800,745
$ 2,538,391
( 737,646)
$ 1,800,745
Machinery and
equipment
$ 3,631,853
( 1,563,467)
$ 2,068,386
$ 2,068,386
1,370,721
( 391,644)
391,565
( 354,072)
56,538
$ 3,141,494
$ 5,286,246
( 2,144,752)
$ 3,141,494
Office equipment
$ 46,490
( 21,271)
$ 25,219
$ 25,219
13,473
( 29)
29
( 10,659)
3,019
$ 31,052
$ 65,406
( 34,354)
$ 31,052
Office equipment
Transportation
equipment
$ 6,544
( 3,444)
$ 3,100
$ 3,100
654
-
-
( 844)
-
$ 2,910
$ 8,466
( 5,556)
$ 2,910
Mold equipment
Other
equipment
$ 18,784
$ 63,751
( 6,472)
( 5,504)
$ 12,312
$ 58,247
$ 12,312
$ 58,247
6,677
40,174
-
( 65,269)
-
64,352
( 7,036)
( 16,215)
5,728
270,477
$ 17,681
$ 351,766
$ 313,370
$ 595,668
( 295,689)
( 243,902)
$ 17,681
$ 351,766
Unfinished
construction and
Unfinished
construction and
Total
$ 6,340,879
( 2,254,518)
$ 4,086,361
$ 4,086,361
2,315,405
( 456,942)
455,946
( 515,923)
( 1,186)
$ 5,883,661
$ 9,345,560
( 3,461,899)
$ 5,883,661
equipment under

$

acceptance
246,016
-
246,016
246,016
520,043
-
-
-
228,046)
538,013
538,013
-
538,013

$
$

$


(

$
(
$




$

$ (

$

$
$
  1. The Group had no interest capitalization for investment property in 2023 and 2022.

  2. The major components of the Group’s buildings and structures include land, buildings and factory renovation projects. Except for land, they are depreciated for 5 to 56 years.

  3. Information on property, plant and equipment pledged to others as collateral is provided in Note 8.

  4. The abovementioned property, plant and equipment of the Group are for self-use.

~42~

(VIII) Leasing arrangements - lessee

  1. The underlying assets leased by the Group include land, buildings and company vehicles. Leasing contracts are typically made for periods of 3 to 20 years. Lease contracts are negotiated separately and include a variety of terms and conditions. There are no restrictions for the leased assets, except that they cannot be used as loan collaterals.

  2. The lease periods of other equipment leased by the Group did not exceed 12 months.

  3. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land
Buildings and structures
Transportation equipment (company
vehicles)
Other equipment
Land
Buildings and structures
Transportation equipment (company
vehicles)
Other equipment
December 31, 2023
Book value
$ 481,191
18,226
15,407
39,806
$ 554,630
2023
Depreciation
$ 25,710
14,125
12,043
3,583
$ 55,461
December 31, 2022
Book value
$ 507,948
1,018
16,241
25,404
$ 550,611
2022
Depreciation
$ 25,727
11,781
9,640
1,854
$ 49,002
  1. The increase in the right-of-use assets was NT$52,886 and NT$16,769 for 2023 and 2022, respectively.

  2. The information on profit or loss items related to lease contracts is as follows:

Items affecting current profit and loss
Interest expenses on lease liabilities
Expenses for short-term lease contracts
Lease of low-value assets
2023
$ 7,345
6,534
4,491
2022
$ 7,012
6,283
2,785
  1. The Group’s total cash outflow on leases for 2023 and 2022 was NT$70,186 and NT$71,636, respectively.

  2. Options to extend or terminate leases

In determining lease terms, the Group takes into consideration all facts and circumstances that create economic incentives to exercise an option to extend or terminate leases. The

~43~

assessment of lease period is reviewed if a significant event occurs which affects the assessment of options to extend or options not to terminate.

  • (IX) Leasing arrangements - lessor

  • The Group leases out assets such as buildings. The lease contracts are typically made for periods of 1 to 2 years. The terms of lease contracts are negotiated separately and include various terms and conditions. In order to preserve the condition of leased assets, the Group usually requires lessees not to pledge the underlying leased assets.

  • The Group recognized rental income of NT$20,580 and NT$19,276 based on operating lease contracts in 2023 and 2022, respectively, and none of the lease contracts were variable lease payments.

  • The maturity analysis of the undiscounted lease payments under the operating leases is as follows:

2023
2024
December 31, 2023
$ -
16,674
$ 16,674
December 31, 2022
$ 14,476
786
$ 15,262

(X) Real estate investment

January 1, 2023
Cost
Accumulated depreciation
2023
January 1
Reclassification for the period -- Cost
Reclassification for the period -- Accumulated depreciation
Depreciation
December 31
December 31, 2023
Cost
Accumulated depreciation
Buildings and
structures
$ 185,942
( 15,596)
$ 170,346
$ 170,346
6,234
( 2,720)
( 3,360)
$ 170,500
$ 192,176
( 21,676)
$ 170,500

~44~

January 1, 2022
Cost
Accumulated depreciation
2022
January 1
Depreciation
December 31
December 31, 2022
Cost
Accumulated depreciation
Buildings and
structures
$ 185,942
( 12,328)
$ 173,614

$ 173,614
( 3,268)
$ 170,346

$ 185,942
( 15,596)
$ 170,346
  1. Rental income and direct operating expenses of investment real estate:
Rental income from investment property
Direct operating expenses incurred by
investment properties that generate rent
income in the period
2023
$ 19,224
$ 3,436
2022
$ 16,436
$ 2,641
  1. The fair value of the investment property held by the Group as of December 31, 2023 and 2022 were NT$160,853 and NT$165,392, respectively. They were valuated using the income method and were of Level 3 fair value, and the major assumptions are as follows:
Discount rate
Annual rent (net income)
Number of years
December 31, 2023
3.75%~5.56%
$ 19,092
45~50
December 31, 2022

7.09%
$ 11,285
45~50
  1. No capitalization of interest for investment property in 2023 and 2022.

  2. As of December 31, 2023 and 2022, the investment properties had been used as collaterals. Please refer to Note 8.

~45~

(XI) Intangible assets

January 1
Cost
Accumulated
amortization and
impairments
January 1
Consolidated transfer
in
Add - Cost
Disposals - Cost
Reclassification
Amortization expense
December 31
December 31
Cost
Accumulated
amortization and
impairments
2023
trademark and
concession
Computer
software
$272,017
$114,747
( 47,408)
( 64,846)
$224,609
$ 49,901
$224,609
$ 49,901
-
-
-
36,321
-
-
5,387
( 6,830)
( 28,464)
( 23,525)
$201,532
$ 55,867
$280,614
$139,950
( 79,082)
( 84,083)
$201,532
$ 55,867
$ ( Patents
9,592
7,696)
1,896
1,896
-
654
1,544)
1,443
506)
1,943
6,165
4,222)
1,943
Goodwill
$220,774
-
$220,774
$220,774
241,294
-
-
-
-
$462,068
$462,068
-
$462,068
Total
$617,130
( 119,950)
$497,180
$497,180
241,294
36,975
( 1,544)
-
( 52,495)
$721,410
$888,797
( 167,387)
$721,410
concession
$272,017
( 47,408)
$224,609
$224,609
-
-
-
5,387
( 28,464)
$201,532
$280,614
( 79,082)
$201,532

$

$

(

(

$

$ (

$

~46~

January 1
Cost
Accumulated
amortization and
impairments
January 1
Addition - From
separate acquisition
Acquisition
Amortization expense
December 31
December 31
Cost
Accumulated
amortization and
impairments
2022
trademark and
concession
Computer
software
$272,017
$ 68,980
( 9,506)
( 59,318)
$262,511
$ 9,662
$262,511
$ 9,662
-
45,767
( 37,902)
( 5,528)
$224,609
$ 49,901
$272,017
$114,747
( 47,408)
( 64,846)
$224,609
$ 49,901
$ ( Patents
9,592
5,735)
3,857
3,857
-
1,961)
1,896
9,592
7,696)
1,896
Goodwill
$220,774
-
$220,774
$220,774
-
-
$220,774
$220,774
-
$220,774
Total
$571,363
( 74,559)
$496,804
$496,804
45,767
( 45,391)
$497,180
$617,130
( 119,950)
$497,180
concession
$272,017
( 9,506)
$262,511
$262,511
-
( 37,902)
$224,609
$272,017
( 47,408)
$224,609

$

$
(

$

$ (

$

Due to business mergers, as detailed in Note 6(31), the Group’s goodwill increased by NT$241,294 for 2023.

(XII) Other Non-Current Assets

Prepayments for equipment
Refundable deposit
Others
Total
December 31, 2023
$ 422,444
90,526
1,669
$ 514,639
December 31, 2022

$ 1,293,001
52,758
3,378
$ 1,349,137

~47~

(XIII) Short Term Loans

Type of borrowings December 31,
2023
$ 1,657,862
3,741,508
30,000
$ 5,429,370
December 31,
2022
$ 1,618,197
3,006,328
-
Range of
interest rate
0.88%~4.01%
1.20%~4.71%
2.700%
Range of
interest rate
1.06%~2.68%
1.25%~2.75%
Collateral
None
Certificates of deposit, reserve
accounts (Note), stocks of listed
and OTC companies and
treasury stock
None
Collateral
None
Certificates of deposit, reserve
accounts, stocks of listed and
OTC companies, treasury stock
and investment properties.

Bank borrowings
Credit loan
Secured
borrowings
Other borrowings
Credit loan
Type of borrowings

Bank borrowings
Credit loan
Secured
borrowings
$ 4,624,525

The interest expenses recognized in profit and loss in 2023 and 2022 were NT$126,371 and NT$77,598, respectively.

Note: The responsible person of the subsidiary is the joint guarantor.

(XIV) Other Payables

Payable on machinery and equipment
Payroll and bonus payable
Remunerations payable to employees and
directors
Machine maintenance payable
Others
December 31, 2023
$ 498,861
153,545
94,305
44,906
413,536
$ 1,205,153
December 31, 2022

$ 111,919
111,894
129,630
51,362
432,408
$ 837,213

~48~

(XV) Corporate bonds payable

Corporate bonds payable
Less: Amount of exercised conversion
options
Less: Discount on corporate bonds payable
Less: Corporate bonds matured in one year
or a business cycle or have the put
option exercised
December 31, 2023
$ 3,800,000
( 324,400)
( 51,000)
3,424,600
-
$ 3,424,600
December 31, 2022

$ 3,000,000
( 324,400)
( 66,556)
2,609,044
-
$ 2,609,044
  1. The terms of issuance for the Group’s 3rd domestic unsecured convertible bonds are as follows:

  2. (1) The Group has been approved by the competent authority to raise and issue $2,000,000 of the 3rd domestic unsecured convertible bonds, with a coupon rate of 0% and an issuance period of 5 years from August 3, 2021 to August 3, 2026. The convertible bonds are repayable in cash at par value on maturity. The convertible bonds were listed for trading on August 3, 2021.

  3. (2) The bondholders may request the conversion of the convertible bonds into the Group’s common shares at any time from the day after the expiration of three months from the date of issuance of the corporate bonds to the maturity date, except during the period when the transfer of the corporate bonds is suspended in accordance with the regulations or laws, and the rights and obligations of the converted common shares are the same as those of the original issued common shares.

  4. (3) The conversion price of the convertible bonds is determined in accordance with the pricing model stipulated in the Measures, and the conversion price will be adjusted in accordance with the pricing model stipulated in the Conversion Measures in the event that the Group is subject to anti-dilution provisions. The conversion price will be reset on the base date set by the Regulations in accordance with the pricing model stipulated in the Conversion Measures. As of December 31, 2023, the conversion price was NT$82.4 per share.

  5. (4) If the closing price of the Company’s common stock exceeds 30% of the then conversion price for 30 consecutive business days from the day following the third month of the issuance of the convertible bonds to the 40th business day prior to the expiration of the issuance period, the Company may redeem the outstanding corporate bonds within the next 30 business days at the par value of the corporate bonds in cash.

  6. (5) If the outstanding balance of the convertible bonds is less than 10% of the total par value of the corporate bonds issued, the Company may redeem the convertible bonds at any time thereafter for cash at the par value of the corporate bonds, from the day following the third month of the issuance of the corporate bonds to the 40th business

~49~

day prior to the expiration of the issuance period.

  • (6) As of December 31, 2023, a total amount of NT$324,400 had been converted into 3,733 thousand shares of common stock.

  • Upon issuance of convertible bonds, the Group separated the conversion options from the components of liabilities in accordance with IAS 32, “Financial Instruments: Presentation,” and recorded “capital surplus - stock options” at $406,616. The embedded repurchase and repurchase rights are separated from the principal contractual debt instruments in accordance with IFRS 9, “Financial Instruments”, because they are not closely related to the economic characteristics and risks of the principal contractual debt instruments, and are recorded as “financial assets or liabilities at fair value through profit or loss” on a net basis. The effective interest rate of the master contract debt after the separation was 0.0902%.

  • First series domestic secured corporate bonds

  • In order to raise the Group’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the first series domestic secured corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount of issue: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of $300,000, and B is issued with an amount of $200,000, totaling $500,000.

  • (2) Issue period: Five years, issued on September 28, 2022, and matured on September 28, 2027.

  • (3) Coupon rate and repayment method of principal and interest: Both Bond A and Bond B have a fixed annual coupon rate of 1.80%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Second series domestic secured convertible corporate bonds

In order to raise the Group’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the second series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount of issuance: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of $200,000, and B is issued with an amount of $300,000, totaling $500,000.

  • (2) Issue period: Five years, issued on December 27, 2022, and matured on December 27, 2027.

  • (3) Coupon rate and repayment method of principal and interest: Bond A has a fixed annual coupon rate of 2.20% and Bond B has a fixed annual coupon rate of 2.38%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Third series domestic secured convertible corporate bonds

~50~

In order to raise the Group’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the third series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount issued: NT$300,000 in total.

  • (2) Issuance period: Five years from issuance on August 28, 2023 to expiration on August 28, 2028.

  • (3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 1.62% per annum, and the simple interest is calculated once a year. At maturity, the principal is repaid in cash based on the face value of the bond.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Fourth series domestic secured convertible corporate bonds

In order to raise the Group’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the fourth series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount issued: NT$500,000 in total.

  • (2) Issuance period: Five years from issuance on December 12, 2023 to expiration on December 12, 2028.

  • (3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 1.8% per annum, and the simple interest is calculated once a year. At maturity, the principal is repaid in cash based on the face value of the bond.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

~51~

- (XVI) Long term borrowings

Type of
borrowings
Long-term bank
Secured
borrowings
Secured
borrowings
Secured
borrowings
Secured
borrowings
Credit loan
Other long-term
Secured
borrowings
Secured
borrowings
Credit loan
Less: Long-term
Borrowing period and
payment method
Range of
interest rate
Collateral
borrowings
From December 27, 2021
to December 27, 2032, to
be repaid in installments
and installments over the
agreed period
2.20%~2.55% Buildings and
structures and
investment properties
From January 28, 2022 to
January 28, 2027, to be
repaid in installments and
installments over the
agreed period
2.55%
Buildings and
structures, machinery
equipment and
investment property
From July 26, 2023 to
July 25, 2038, with
interest paid monthly
2.45%~2.55% Plant and land
From June 12, 2018 to
July 05, 2028, to be
repaid in installments and
installments over the
agreed period
2.25%~4.33% Machinery and
equipment
From January 24, 2022 to
January 24, 2027,
monthly interest payments
with principle and interest
1.50%~3.00% None (Note)
borrowings
From March 25, 2021 to
July 29, 2027, to be
repaid in installments and
installments over the
agreed period
2.45%~8.20% Machinery and
equipment
From June 10, 2022 to
June 28, 2028, with
interest paid monthly
3.53%~6.48% Houses, buildings,
machinery and
equipment, and land
From December 30, 2021
to June 30, 2025, to be
repaid in installments and
installments over the
agreed period
4.19%~7.80% None
borrowings due within one year or one business cycle)
December 31,
2023

$ 1,005,263

1,000,000
127,600
983,360
6,318
610,369
393,143
216,503
-
4,342,556
( 1,216,216)
$ 3,126,340

~52~

Type of
borrowings
Long-term bank
Secured
borrowings
Secured
borrowings
Secured
borrowings
Secured
borrowings
Secured
borrowings
Borrowing period and
payment method
Range of
interest rate
Collateral
December
31, 2022
borrowings
From December 28, 2021
to January 28, 2027,
repayable in portions and
in installments during the
term specified in the
agreement
2.43%
Buildings and
structures and machine
and equipment
$ 1,250,000
From December 27, 2021
to December 27, 2024,
repayable in portions and
in installments during the
term specified in the
agreement
2.41%
Buildings and
structures
250,000
Repayable in portions and
in installments during the
term specified in the
agreement from June 12,
2018 to December 15,
2026
1.73%~
3.13%
Machinery and
equipment
1,050,407
From December 28, 2022
to December 27, 2032,
repayable in portions and
in installments during the
term specified in the
agreement
2.07%
Buildings and
structures and
investment properties
850,000
From January 24, 2022 to
January 24, 2027,
monthly interest payments
with principle and interest
1.50%~2.88
%
None (Note)
8,247

~53~

Type of
borrowings
Other long-term
Secured
borrowings
Secured
borrowings
Credit loan
Secured
borrowings
Less: Long-term
business cycle)
Borrowing period and
payment method
Range of
interest rate
Collateral
borrowings
Principal is amortized
from October 29, 2021 to
September 16, 2027
3.97%
Machinery and
equipment
Repayment of principal
and interest in monthly
installments from March
25, 2021 to July 29, 2027
2.45%~
8.20%
Machinery and
equipment
December 30, 2021 to
April 30, 2024, the
interest is paid together
with the principal.
7.610%
None
Repayment of principal
and interest in monthly
installments from July 10,
2022 to June 10, 2027
4.25%
Machinery and
equipment
borrowings due within one year or one
December
31, 2022
89,655
90,068
14,240
176,830
-
3,779,447
( 611,473)
$ 3,167,974

Note: The responsible person of the subsidiary is the joint guarantor.

(XVII) Pensions

  1. (1) The Company and its domestic subsidiaries operate a defined benefit pension plan in accordance with the Labor Standards Act, which cover all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last six months prior to retirement. The Company and its domestic subsidiaries contribute a monthly amount equal to 2% of employees’ monthly salaries and wages to a retirement fund at the Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contribution for the deficit by the end of next March.

~54~

  • (2) The amounts recognized in the balance sheet are as follows:
Present value of defined benefit
obligations
Fair value of plan assets
Defined Benefit Liabilities
December 31, 2023
($ 22,650)
12,417
($ 10,233)
December 31, 2022

($ 21,458)
5,861
($ 15,597)
  • (3) The subsidiary, Miracle Technology Co., Ltd., has reached an agreement with the employees subject to the old pension system to settle the seniority payment under this system in accordance with the Labor Standards Act and the Labor Pension Act. This was approved by Hsinchu County Government on October 20, 2022. Checks were received from the retirement reserve funds under custody of the Bank of Taiwan on August 4, 2023 in accordance with paragraph 9 of the Regulations for the Allocation and Management of the Workers’ Retirement Reserve Funds. The over-payment to the employees’ retirement reserve funds determined after settlement of the seniority payment for the employees was recognized as pension profit of $326.

  • (4) Changes in net defined benefit liabilities are as follows:

2023
Balance on January 1
Interest (expense)
income
Re-measurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience
adjustments
Pension fund
contribution
Balance on December
31
Present value of
defined benefit
obligations
($ 21,153)
( 296)
( 21,449)

-

( 251)
( 950)
( 1,201)
-
($ 22,650)
Fair value of plan
Defined Benefit
Fair value of plan
Defined Benefit

assets
$ 4,947
84

Liabilities
($ 16,206)

( 212)
( 16,418)
56
( 251)
( 950)

( 1,145)
7,330
($ 10,233)
5,031

56
-
-
56
7,330

$ 12,417

Note: The subsidiary, Miracle Technology Co., Ltd., settled the labor pension reserve funds in August 2023, so only the changes in the Company’s net defined benefit liabilities were disclosed in 2023.

~55~

2022
Balance on January 1
Current service cost
Interest (expense)
income
Re-measurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience
adjustments
Pension fund
contribution
Paid pension
Balance on December
31
2022
Present value of
defined benefit
obligations
($ 22,899)
( 61)
( 171)
( 23,131)

-

1,646
( 4,773)
( 3,127)
-
4,800
($ 21,458)
Fair value of plan
assets
$ 7,990
-
67
Defined Benefit
Liabilities
($ 14,909)
( 61)
( 104)
( 15,074)
471
1,646
( 4,773)
( 2,656)
2,133
-
($ 15,597)
8,057
471
-
-
471
2,133
( 4,800)
$ 5,861
  • (5) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings are less than the aforementioned rates, government shall make payments for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating the fund and hence the Company is unable to disclose the classification of fair value of plan asset in accordance with IAS19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

~56~

(6) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
2023
1.3%
2.125%
2022
1.4%
2.125%

Assumptions for 2023 and 2022 regarding future mortality experience are set based on the Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changes, the present value of defined benefit obligation is affected. The analysis is as follows:

December 31, 2023
Effect on present value of
defined benefit
obligation
December 31, 2022
Effect on present value of
defined benefit
obligation

($
Discount
0.25%
increase
637)
$ 641)
$
Discount Discount rate
0.25%
decrease
661
666
$ Future salary increases
0.25%
increase
0.25%
decrease
640
($ 620)
646
($ 626)
Future salary increases
0.25%
increase
0.25%
decrease
640
($ 620)
646
($ 626)
$
0.25%
increase
640
646

($


($
$ $
($

The sensitivity analysis above analyzes the impact from changing one of the assumptions while others remain constant. In practice, more than one assumption may change all at once. The sensitivity analysis is the same with the method used to calculate the net pension liabilities of the balance sheet.

  • (7) The expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2024 are $2,133.

  • (8) As of December 31, 2023, the weighted average duration of the retirement plan is 12 years.

  • (1) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (hereinafter referred to as the “New Plan”) under the Labor Pension Act (hereinafter referred to as the “Act”), covering all regular employees with domestic citizenship. Under the New Plan, the Company and its domestic subsidiaries contribute an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (2) For 2023 and 2022, the pension costs recognized by the Corporate Group in accordance with the abovementioned pension measures were NT$41,918 and NT$35,520, respectively.

~57~

(XVIII) Capital

  1. As of December 31, 2023, the Company’s authorized capital was NT$5,000,000, consisting of 500,000 thousand shares (including 20,000 thousand shares which can be subscribed to as employee stock options). The paid-in capital was NT$2,564,465 with a par value of NT$10. All proceeds from shares issued have been collected.

The movements in the number of the Company’s common stocks outstanding are as follows:

Unit: Thousand shares

January 1
Conversion of convertible bonds
Treasury stocks transfer to employees
Treasury Stock Buyback
Subsidiaries donated treasury stock
December 31




2023
205,230
-
7,023
-
900
213,153



(
2022
214,107
773
-
10,000)
350
205,230
  1. Treasury stock

  2. (1) Reasons for repurchase of shares and changes in the quantity:

Company name of the
shareholding
Subsidiary: Youe Chung
Capital Corporation
The Company
Company name of the
shareholding
Subsidiary: Youe Chung
Capital Corporation
The Company
Reasons for buyback
Subsidiary holds the
company’s stock
Transfer shares to
employees
Reasons for buyback
Subsidiary holds the
company’s stock
Transfer shares to
employees

December 31, 2023
Number of
shares
(thousand)
Book value
35,831
$ 509,891
7,462
664,593
43,293
$1,174,484
December 31, 2022
Number of
shares
(thousand)
Book value
36,731
$ 522,698
14,485
1,256,281
51,216
$1,778,979






~58~

  • (2) For 2023 and 2022, the Group’s share-based payment arrangements were as follows:
Type of arrangement
Transfer of treasury
shares to employees
Transfer of treasury
shares to employees
Grant date
111.01.26
112.04.19
Quantity
granted
4,485
10,000
Contract
Period
Immediate
vesting
Immediate
vesting
Vesting
conditions
Note
Note

Note: The Company grants treasury stocks to employees of the Company and its subsidiaries.

  • (3) Remuneration costs related to the transfer of treasury stocks of the Group in 2023 and 2022 were NT$0 and NT$19,061, respectively

  • (4) The Securities and Exchange Act stipulates that the percentage of the Company’s repurchase of outstanding shares shall not exceed 10% of the Company’s total issued shares, and the total value of shares purchased shall not exceed the retained earnings plus the premium of issued shares and the amount of realized capital reserve.

  • (5) The treasury stocks bought back by the Company in accordance with the Securities and Exchange Act shall not be pledged. Before transfer, shareholders are not entitled to the shareholders’ rights.

  • (6) According to the provisions of the Securities and Exchange Act, the share repurchased to be transferred to employees shall be transferred within 5 years from the date of the purchase. If the transfer is not made within the time limit, the shares are deemed as unissued shares and a change of registration shall be made to cancel the shares. In order to maintain the Company’s credit and shareholders equity, the shares bought back should have the registration changed to cancel the shares within six months from the date of the purchase.

  • (7) The Company’s stock held by the subsidiary Youe Chung Capital is treated as treasury stock. As of December 31, 2023 and 2022, Youe Chung Capital held 35,831 thousand and 36,731 shares, respectively, of the Company. The average book value per share was NT$14.23, and the fair value per share was NT$71.1 and NT$84., respectively. The cost of transferring treasury stocks is calculated based on the book value of the Company’s stock held by Youe Chung Capital and the Company’s indirect ownership ratio during each period.

  • (8) On November 3, 2021, the Board of Directors resolved to purchase 6,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 2.37% of the total number of issued shares of the Company. The repurchase of 4,485 thousand shares was completed between November 4, 2021 and January 3, 2022. On January 21, 2022, the Board of Directors approved the transfer of 4,485 thousand shares to employees.

  • (9) On May 6, 2022, the Board of Directors resolved to purchase 10,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 3.91% of the total number of issued shares of the Company. The repurchase of 10,000 thousand shares was completed between May 9, 2022 and July 8, 2022. On April 14, 2023, the Board of Directors approved the transfer of 10,000 thousand shares to employees, of which 7,023 shares were

~59~

transferred to employees in June 2023.

(XIX) Capital surplus

In accordance with the Company Act, any capital surplus arising from paid-in capital in excess of the par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the Securities and Exchange Act requires that the amount of capital surplus to be capitalized, as above, should not exceed 10% of paid-in capital each year. Capital reserves should not be used to cover accumulated deficit unless the legal reserve is insufficient. The following is a breakdown of the capital reserve:

January 1, 2023
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
recognized
under the
equity
method
Payment of
overdue
unclaimed
dividends to
shareholders
December 31,
2023
Issue
premiums
$96,650
( 49,797)
-
( 2,705)
-
-
$44,148
Trading of
treasury stock
$768,509
-
90,829
-
-
-
$859,338






Changes in
ownership
interests in
subsidiaries
stock option
$295,848
-
-
-
-
-
$295,848
Equity
changes in
affiliates
$ 68,427
-
-
-
13,793
-
$ 82,220
Others
$4,459
-
-
-
-
( 151)
$4,308
Total
$1,251,681
( 49,797)
90,829
133,604
13,793
( 151)
$1,439,959
recognized
$ 17,788
-
-
136,309
-
-
$ 154,097
$

~60~

Issue
premiums
January 1, 2022$269,010
Conversion of
convertible
bonds
68,829
Distribution of
cash from
capital surplus
(241,189)
Adjustment of
capital
reserve by
dividends
paid to
subsidiaries
-
Changes in
ownership
interests in
subsidiaries
recognized
-
Changes in
shares of
affiliates
recognized
under the
equity
method
-
Share-based
payment
transaction
-
-
December 31,
2022
$96,650
Trading of
treasury stock
$695,046
-
-
73,463
-
-
-
-
$768,509
Trading of
treasury stock








Changes in
ownership
interests in
subsidiaries
stock option
$295,074
( 13,357)
-
-
-
-
14,131
-
$295,848
stock option Equity
changes in
affiliates
$ 47,320
-
-
-
-
21,107
-
-
$ 68,427
Others
$4,459
-
-
-
-
-
-
-
$4,459
Total
$1,315,828
55,472
( 241,189)
73,463
10,169
21,107
16,831
-
recognized
$ 4,919
-
-
-
10,169
-
2,700
-
$ 17,788
$1,251,681

(XX) Retained earnings

  1. According to the Articles of Incorporation, any surplus from profit concluded at the end of year by the Company is first subject to reimbursement of previous losses and payment of taxes, followed by 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any earnings remaining shall be distributed as shareholders’ dividends in whole or partially.

  2. The Company takes into account the overall business environment, industrial growth, and the Company’s long-term financial planning for stable operation and development to adopt a residual dividend policy, which is mainly based on the Company’s future capital budgeting plan to measure the annual capital needs. After using the retained earnings for funding, the remaining surplus will be distributed in the form of dividends, and the distribution steps are shown as follows:

  3. (1) Decide on the best capital budgeting.

  4. (2) Decide on the financing required for one of the capital budgeting items.

  5. (3) Decide on the amount of the financing to be supported by retained earnings (methods such as cash capital increase or corporate bonds and so on can be adopted as support).

  6. (4) After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends

~61~

distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.

  1. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of the legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  2. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  3. The Company’s Board meeting resolved on March 6, 2024 to distribute a cash dividend of NT$1.5 per common share from the 2023 earnings, with a total dividend of NT$373,477.

  4. The Company’s board of directors resolved on May 24, 2023 to distribute a cash dividend of NT$2.30 per ordinary share from the 2022 surplus with a total dividend of NT$556,511. NT$0.20 per share is to be distributed from the capital surplus, with a total of NT$48,392. In addition, as the Company implemented the transfer of 7,023 thousand shares of treasury stock to employees, which changed the number of outstanding shares to 248,984 thousand shares, so the cash dividend was adjusted to $572,665 to be distributed from the capital surplus of $49,797.

  5. The Company’s board of directors resolved on May 26, 2022 to distribute a cash dividend of NT$1.00 per ordinary share from the 2021 surplus with a total dividend of NT$255,674. NT$1.00 per share is to be distributed from the capital surplus, with a total of NT$255,674. In addition, as the Company implemented the repurchase of 14,485 thousand shares of treasury stock, which changed the number of outstanding shares to 241,189 thousand shares, so the cash dividend was adjusted to $241,189 to be distributed from the capital surplus of $241,189.

(XXI) Other equity interests

2023
Foreign
Unrealized Hedging currency
gains and losses reserve translation Total
January 1 ($ 2,666) $ 13,174 $ 10,508
Difference in
foreign currency
translation:
- Group - ( 8,867)
( 8,867)
December 31 ($ 2,666) $ 4,307
$ 1,641

~62~

January 1
Difference in foreign
currency translation:
- Group
December 31
Unrealized gains
and losses
($ 2,666)
-
($ 2,666)
2022
Foreign currency
Total
$ 4,032
6,476
$ 10,508

translation
$ 6,698
6,476
$ 13,174

(XXII) Operating income

Revenue from contracts with customers

2023
$ 7,199,935
$ 2022
7,741,118

1. Segmentation of revenue from contracts with customers

The Group’s corporate derives its revenue from the transfer of goods and services either over time or at a point in time. The revenue can be divided into the following main product lines:

2023
Revenue from contracts with
external customers
Cut-off point of income
recognition
Income recognized at a
particular point in time
Income recognized gradually
over time
2022
Revenue from contracts with
external customers
Cut-off point of income
recognition
Income recognized at a
particular point in time
Income recognized gradually
over time
Photomask and
semiconductor
segment
$ 7,079,202
$ 2,664,084
4,415,118
$ 7,079,202
Photomask and
semiconductor
segment
$ 7,684,054
$ 3,104,772
4,579,282
$ 7,684,054
Medical segment
$ 120,733
$ 120,733
-
$ 120,733
Medical segment
$ 57,064
$ 57,064
-
$ 57,064
Total
$ 7,199,935

$ 2,784,817
4,415,118
$ 7,199,935

Total
$ 7,741,118
$ 3,161,836
4,579,282

$ 7,741,118

2. Contract Asset and Contract Liability

  • (1) The Group has recognized the following revenue-related contract assets and contract liabilities:

~63~

Contract Assets
Contract Liabilities
December 31,
2023
$ 105,263
$ 174,538
December 31,
2022
$ 140,231
$ 232,778
January 1, 2022
$ 155,763
$ 179,315
(XXIII)
(XXIV)
(XXV)
(2) Contract liabilities at the beginning of the period recognized as revenue of the
period:
2023
2022
Opening balance of contract
liabilities recognized as income
for current period
$ 228,725
$ 114,475
Interest income
2023
2022
Interest from bank deposits
$ 32,031
$ 16,168
Interest income from financial assets
measured at amortized cost
8,570
9,052
Other interest incomes
141
51
$ 40,742
$ 25,271
Other Incomes
2023
2022
Rental income
$ 20,580
$ 19,456
Dividend income
94,064
194,598
Subsidy income
5,335
-
Other income - Others
13,864
44,201
$ 133,843
$ 258,255
Other Gains and Losses
2023
2022
Disposal of interests in property, plant
and equipment
$ 688
$ 5,024
Gains on disposal of intangible assets
25,499
-
Gain (loss) on disposal of investments
101,102
123,552
Gain on lease modifications
-
103
Foreign currency exchange gains (losses) ( 1,281)
76,984
Loss on financial assets and liabilities
measured at fair value through profit
or loss
( 221,510)
( 801,123)
Other losses -- Depreciation of
investment properties
( 3,360)
( 3,268)
Other Gains and Losses
473
( 20,519)
($ 98,389)
($ 619,247)

~64~

(XXVI) Financial Costs

2023 2022
Interest Expenses:
Bank and other borrowings $ 242,466 $ 152,431
Convertible bonds 43,376 18,103
Lease liabilities 7,345 7,012
Others 51 -
$ 293,238 $ 177,546
(XXVII) Expenses by nature
2023 2022
Employee benefits expenditure $ 1,269,619 $ 1,393,688
Depreciation 933,404 568,193
Amortization 52,495 45,391
(XXVIII) Employee benefits expenditure
2023 2022
Payroll expenses $ 1,067,910 $ 1,152,751
Share-based payment - 19,061
Labor and health insurance fees 95,506 116,437
Pension expense 42,130 35,684
Other personnel expenses 64,073 69,755
$ 1,269,619 $ 1,393,688
  1. According to the Articles of Incorporation, the Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any.

  2. For 2023 and 2022, employee remuneration was accrued at NT$80,000 and NT$102,000, respectively, and director remunerations was accrued at NT$12,000 and NT$18,000, respectively. The amounts were listed as payroll expenses.

The remuneration of employees and directors for 2023 and 2022 were estimated in accordance with the Articles of Incorporation taking into account the annual profit.

The 2022 remuneration for employees, directors and supervisors as resolved by the Board of Directors are consistent with the amounts recognized in the 2022 financial statements.

Information about employees remuneration and director remuneration of the Company as resolved by the Board of Directors is available on the MOPS.

~65~

(XXIX) Income tax

1. Income tax expense

Components of income tax expense:

come tax
1. Income tax expense
Components of income tax expense:
2023 2022
Current tax:
Current tax on profits for the year $ 217,647 $ 236,441
Additional surtax on undistributed 1,924 -
earnings
Underestimation (overestimation) of
income tax in previous years 68,826 ( 17,190)
Total current tax 288,397 219,251
Deferred income tax:
Origination and reversal of temporary
differences ( 6,881) 8,830
Total Deferred Income Tax ( 6,881) 8,830
Income Tax Expense $ 281,516 $ 228,081
2. Reconciliation between income tax expense and accounting profit
2023 2022
Tax calculated based on profit before tax
($
109,133) ($ 155,090)
and statutory tax rate
Fees excluded according to the tax law 58,890
271,967
Temporary difference of unrecognized 188,829
(
780)
deferred income tax assets
Tax loss of unrecognized deferred 103,993
91,423
income tax assets
Income tax effects of the alternative 10,447
17,003
minimum tax system
Changes in assessment of realizability 7,740
20,748
of deferred income tax assets
Impact tax deductibles of investment ( 50,000) -
Additional surtax on undistributed 1,924
-
earnings
Underestimation (overestimation) of 68,826
(
17,190)
income tax in previous years
Income Tax Expense $ 281,516
$
228,081

~66~

  1. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
follows:
Deferred income tax assets:
- Temporary differences:
Loss on inventory
Unrealized exchange loss
Others
Tax loss
Subtotal
Deferred income tax
liabilities:
- Temporary differences:
Unrealized gain on
exchange
Long-term investments
Others
Subtotal
Total
Deferred income tax assets:
- Temporary differences:
Loss on inventory
Unrealized exchange loss
Others
Subtotal
Deferred income tax
liabilities:
- Temporary differences:
Unrealized gain on
exchange
Long-term investments
Others
Subtotal
Total
2023
January 1
$ 5,287
844
3,234
-
$ 9,365
( 4,200)
( 86,801)
( 30,123)
( 121,124)
($ 111,759)
2022
January 1
$ 3,762
( 521)
4,819
$ 8,060
( 409)
( 74,084)
( 36,496)
( 121,124)
($ 113,064)
Recognized in profit
or loss
$ 3,286
2,814
1,290
5,582
$ 12,972
3,632
( 13,110)
3,387
( 6,091)
$ 6,881
Recognized in profit o
December 31
$ 8,573
3,658
4,524
5,582
$ 22,337
( 568)
( 99,911)
( 26,736)
( 127,215)
($ 104,878)
r
December 31
$ 5,287
844
3,234
$ 9,365
( 4,200)
( 86,801)
( 30,123)
( 121,124)
($ 111,759)

r

loss
$ 1,525
1,365
( 1,585)
$ 1,305
( 3,791)
( 12,717)
6,373
( 10,135)
($ 8,830)

~67~

  1. The effective period of the unused tax losses and unrecognized deferred income tax assets of the Group are as follows:

December 31, 2023

Year of
occurrence
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023









Reported
amount/
Assessed
amount
358,406
672,536
375,964
621,244
582,548
372,163
379,642
813,208
755,605
566,642









Amount not yet Amount not yet
Amount of
unrecognized
deferred income
tax assets
Last year to be
deducted
358,406 2024
669,304 2025
371,098 2026
618,216 2027
581,625 2028
372,163 2029
364,284 2030
813,208 2031
755,605 2032

566,642
2033

$ 5,949,356
Last year to be












deducted
358,406
669,304
371,098
618,216
581,625
372,163
364,284
813,208
755,605
566,642












$

5,976,763



$

5,949,356



$

December 31, 2022

Reported Amount of Amount of
amount/ unrecognized
Year of Assessed Amount not yet
deferred income

Last year to be
occurrence amount deducted tax assets deducted
2013 478,805 478,805 478,805 2023
2014 358,406 358,406 358,406 2024
2015 634,004 634,004 634,004 2025
2016 297,633 297,633 297,633 2026
2017 487,947 487,947 487,947 2027
2018 506,779 506,779 506,779 2028
2019 252,514 252,514 252,514 2029
2020 305,259 305,259 305,259 2030
2021 572,303 572,303 572,303 2031
2022 457,113
457,113
457,113 2032
$ 4,350,763
$
4,350,763
$ 4,350,763
Deductible temporary difference not recognized as deferred income tax assets
December 31, 2023
December 31, 2022
Deductible temporary difference $ 372,449
$
362,066
  1. Deductible temporary difference not recognized as deferred income tax assets

  2. The Company’s income tax returns through 2021 have been assessed and approved by the tax authority.

~68~

(XXX) Earnings per share

Earnings per share
0.00%
Earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted Earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary
shareholders of the parent
company plus assumed
conversion of all dilutive
potential ordinary shares
0.00%
Earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted Earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary
shareholders of the parent
company plus assumed
conversion of all dilutive
potential ordinary shares
Amount after tax
$366,126
$366,126
14,029
-
$380,155
Amount after tax
$703,519
$703,519
14,422
-
$717,941
2023
Weighted average


Earnings per share
(in dollars)
$ 1.75
$ 1.65


Earnings per share
(in dollars)
$ 3.37
$ 3.12

share outstanding

(thousand shares)






share outstanding

(thousand shares)

208,572
208,572
19,713
1,473
229,758
$

The weighted average number of shares outstanding in 2023 and 2022 has deducted the number of shares held by the Company and the subordinate company Youe Chung Capital deemed as the Company’s treasury stock (the number of shares is based on the Company’s shareholding).

(XXXI) Business combination

  1. The Group acquired 58.33% of shares of Pilot Battery Co., Ltd. on March 1, 2023 for $178,500 through a cash capital increase and gained control over Pilot Battery Co.,Ltd.

  2. (1) The fair value of the assets acquired and liabilities assumed from Pilot Battery Co., Ltd. at the date of acquisition and the non-controlling interest as a percentage of

~69~

the acquiree’s identifiable net assets at the date of acquisition were as follows:

Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Notes Receivables
Accounts Receivables
Inventories
Prepayments
Other Current Assets
Property, plant and equipment
Deferred Income Tax Assets
Right-of-use Asset
Other Non-Current Assets
Short Term Loans
Contract Liabilities
Notes Payable
Accounts Payable
Lease liabilities
Other Payables
Other Current Liabilities
Long-term borrowings
Deferred Income Tax Liabilities
Total identifiable net assets
Goodwill
March 1, 2023
$ 178,500
58,775
237,275
189,429
84
2,297
35,488
2,543
1,951
42,954
5,678
3,148
29,081
( 99,154)
( 8,649)
( 3,869)
( 17,157)
( 3,148)
( 7,496)
( 568)
( 31,140)
( 412)
141,060
$ 96,215
  • (2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.

  • (3) The assessment of the fair value of acquired identifiable assets and assumed liabilities is in progress. At present, it is recorded at the initial valuation, and the relevant acquisition price allocation will be completed within one year.

  • (4) Since March 1, 2023, the Group has merged with Pilot Battery Co., Ltd., Pilot Battery Co., Ltd. has contributed operating income and net loss before tax of NT$33,857 and (NT$56,416), respectively. If it is assumed that Pilot Battery Co., Ltd. has been consolidated since January 1, 2023, the Group’s operating revenue and profit before tax in 2023 would have been NT$7,205,002 and NT$443,459, respectively.

  • The Group acquired 53.33% of shares of Moment Semiconductor, Inc. on March 17, 2023 for $40,000 through a cash capital increase and gained control over Moment

~70~

Semiconductor, Inc.

  • (1) The fair value of the assets acquired and liabilities assumed from Moment Semiconductor, Inc. at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:
Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Accounts Receivables
Inventories
Prepayments
Property, plant and equipment
Other Non-Current Assets
Contract Liabilities
Notes Payable
Accounts Payable
Other Payables
Other Current Liabilities
Total identifiable net assets
Goodwill
March 17, 2023
$ 40,000
14,256
54,256
63,085
13,911
33,038
3,098
447
216
( 837)
( 75,851)
( 1,734)
( 24)
( 4,800)
30,549
$ 23,707
  • (2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.

  • (3) The assessment of the fair value of acquired identifiable assets and assumed liabilities is in progress. At present, it is recorded at the initial valuation, and the relevant acquisition price allocation will be completed within one year.

  • (4) Since March 17, 2023, the Group has merged with Moment Semiconductor, Inc., Moment Semiconductor, Inc. has contributed operating income and net loss before tax of NT$315,528 and (NT$18,918), respectively. If Moment Semiconductor, Inc. had been included in the Group since January 1, 2023, the Group’s 2023 operating income and net income before tax would have been NT$7,247,932 and NT$440,390, respectively.

  • The Group invested $121,372 on May 1, 2023 to acquire 100% equity of One Test Systems and obtain control over One Test Systems.

~71~

  • (1) The fair value of the assets acquired and liabilities assumed from One Test Systems at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:
Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Other Payables
Total identifiable net assets
Goodwill
May 1, 2023
$ 121,372
-
121,372

9,331
( 9,331)
-
$ 121,372
  • (2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.

  • (3) The assessment of the fair value of acquired identifiable assets and assumed liabilities is in progress. At present, it is recorded at the initial valuation, and the relevant acquisition price allocation will be completed within one year.

  • (4) Since the Group merged with One Test Systems on May 1, 2023, One Test Systems contributed operating revenue and net loss before tax of NT$0 and (NT$40), respectively. If One Test Systems had been included in the Group since January 1, 2023, the Group’s 2023 operating income and net income before tax would have been NT$7,199,935 and NT$451,663, respectively.

(XXXII) Supplemental cash flow information

Investing activities with partial cash payments:

Purchase of property, plant and
equipment
Add: Prepayments for equipment at the
end of the period
Beginning balance of payable on
equipment
Less: Prepayments for equipment at the
beginning of the period
Ending balance of payable on
equipment
Cash paid during the year
2023
$ 4,437,080
422,444
111,919
( 1,293,001)
( 498,861)
$ 3,179,581
2022
$ 2,315,405
1,293,001
85,822
( 671,105)
( 111,919)
$ 2,911,204

~72~

(XXXIII) Changes in liabilities arising from financing activities

January 1, 2023
Change in cash flow
from financing
activities
Interest Incomes
Interest Paid
Other Non-Cash
Transactions
December 31, 2023
January 1, 2022
Change in cash flow
from financing
activities
Interest Incomes
Interest Paid
Other Non-Cash
Transactions
December 31, 2022
Short Term Loans Corporate bonds Long-term
borrowings
(Mature within
Lease liabilities
$ 559,669
( 51,816)
7,345
( 7,345)
59,340
$ 567,193
Lease liabilities
$ 655,641
( 55,556)
7,012
( 7,012)
( 40,416)
$ 559,669
Lease liabilities $


Guarantee
Deposits
Received
34,754
7,528
-
-
-
42,282
Guarantee
Deposits
Received
6,908
27,846
-
-
-
34,754
( Total liabilities
arising from
financing
activities
$11,607,439
1,990,710
50,721
27,885)
185,016
$13,806,001
Total liabilities

$



$
$

$


(
(
arising from
financing
activities
$ 9,418,563
2,274,392
25,115
7,012)
103,619)
$11,607,439

one year)
$ 2,722,199
1,057,248
-
-
-
$ 3,779,447
$ 4,376,766
247,759
-
-
-
$ 4,624,525
$

VII. Related Party Transactions

(I) Related parties’ names and relationship

Name of the related parties Advagene Biopharma Co., Ltd. Weida Hi-Tech Co., Ltd. Image Match Design Inc. BKS Tec Corp. Pilot Battery Co., Ltd. Ontario Capital Co., Ltd. Taiwan Mask Charity Foundation

Relationship with the Group Affiliates

Affiliates

Other related party (Note 1) Other related party Other related party (Note 2) Other related party Other related party

Note 1: Image Match Design Inc. re-elected it directors on June 1, 2023. Youe Chung Capital Corporation is no longer a director of the company, and the company is not a related party of the Group.

  • Note 2: In March 2023, the Group acquired 58.33% of the shares of Pilot Battery Co., Ltd. and gained control over the company, which has been included in the consolidated financial statements as a consolidated entity since the acquisition of control.

~73~

(II) Significant transactions with the related parties

  1. Operating revenue
Product sales:
Affiliates
Other related party
Total
2023
$ 1,336
2,425
$ 3,761
2022
$ 7,066
28,629
$ 35,695

There are no major abnormalities in the transaction prices and payment terms of the related party compared to that of non-related parties.

  1. Purchase
2. Purchase
Purchase of merchandise:
Other related party
3. Account receivable from related parties.
Accounts Receivables:
Affiliates
Other related party
Other receivables:
Other related party
Total
4. Related-party payables
Accounts payable:
Other related party
Other payables:
Other related party
Total
2023
2022
$ 74
$ 386
December 31, 2023
December 31, 2022
$ -
$ 325
26
2,021
407
-
$ 433
$ 2,346
December 31, 2023
December 31, 2022
$ -
$ 284
304
-
$ 304
$ 284

$ 284
-
$ 284
  1. Acquisition of financial assets

  2. (1) Pilot Battery Co., Ltd. was other related party to the Group. On March 1, 2023, the Group invested $178,500 to acquire 7,000 thousand shares of Pilot Battery Co.,Ltd., a 58.33% shareholding, to gain control and include the company as a consolidated entity in the consolidated financial statements. Please refer to Note 6(31) for details of the business merger transaction.

  3. (2) Advagene Biopharma Co., Ltd. is an affiliate of the Group. The Group contributed NT$15,000 on September 27, 2023 to increase the capital of Advagene Biopharma Co., Ltd., Ltd. in cash and acquired 600 thousand shares.

6. Others

  • (1) Deposits Received:

~74~

Other related party
(2) Rent income:
Other related party
December 31, 2023
$ 118
2023
$ 1,677
December 31, 2022

$ 95
2022
$ 891
  • (3) In 2023 and 2022, the Company’s subsidiary, You Zhuan Capital Corporation, donated 900,000 and 350,000 shares of the Company’s stock, totaling $12,807 and $4,980, respectively, to the Taiwan Mask Charitable Foundation.

  • (4) In 2023 and 2022, the Company donated NT$2,685 and NT$4,416, respectively, in cash to the Taiwan Mask Charity Foundation.

  • Loaning of funds to related parties

Loans from related parties:

(1) Closing balance (recorded as “short-
term borrowings”)
Other related party
(2) Interest expenses
Other related party
December 31, 2023
$ 30,000
2023
$ 304
December 31, 2022
$-
2022
$-

The conditions for borrowing from related parties are that the interest is paid monthly at an annual interest rate of 2.7% after the loan is loaned, and the principal is repaid at the maturity. The borrowing period is from August 3, 2023 to June 30, 2024.

(III) Compensation of key management personnel

Compensation of key management personnel
Salary and short-term employee benefits
Post-employment benefits
Total
2023
$ 54,045
324
$ 54,369
2022
$ 71,160
469
$ 71,629

~75~

VIII. Pledged Assets

Assets pledged by the Group as collateral are as follows:

Assets
Demand deposit
(Recognized as
“Financial assets at
amortized cost”)
Time deposit
(Recognized as
“Financial assets at
amortized cost”)
Stocks of publicly
traded and OTC
companies
(recognized as
“Financial assets at
fair value through
profit or loss”)
Shares of the Company
(recognized as “treasury
stock”) (Note)
Buildings and structures
(including land)
Machinery and
equipment and
equipment under
acceptance
Real estate investment
Office equipment
Other equipment
Intangible assets
Book value
December 31, 2023
December 31, 2022
Purpose
$ 534,179
$ 124,883
Reserve accounts for long- and
short-term borrowings
382,863
490,190
Short-term loans and guarantees
for goods out of the free zone
3,145,150
2,682,150
Short Term Loans

491,647
504,454
Short Term Loans

1,181,577
1,169,267
Long-term borrowings
3,433,402
2,638,893
Long- and short-term borrowings
170,500
170,346
Long- and short-term borrowings
-
2,401
Long- and short-term borrowings
5,936
4,470
Long- and short-term borrowings
-
508
Long-term borrowings
$ 9,345,254
$ 7,787,562

$ 534,179
382,863
3,145,150

491,647

1,181,577
3,433,402
170,500
-
5,936
-
$ 9,345,254

Note: The cost of pledged treasury stocks was NT$491,647 and its fair value was NT$2,456,505 as of December 31, 2023.

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments

  • (I) Contingencies

None.

  • (II) Commitments

  • Machine equipment maintenance contracts that have been signed but not yet paid

Machine maintenance December 31, 2023
$ 44,906
December 31, 2022

$ 51,362

~76~

  1. Capital expenditures that have been signed but not yet incurred

December 31, 2023 December 31, 2022 Property, plant and equipment $ 980,980 $ 2,065,912

  1. Lease agreement

Please see Note 6 (8) and (9)

X. Losses due to Major Disasters

None.

XI. Major Events after Financial Statement Date

  1. The resolution of the Company’s Board on March 6, 2024 passed the appropriation of earnings. Please refer to Note 6 (20) for details.

  2. On March 6, 2024, the Company’s Board of Directors resolved to acquire the common shares of TrueLight Corporation through private placement. The expected subscription quantity is 13,500 thousand shares for an investment amount of NT$410,400.

XII. Others

(I) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including “current and non-current borrowings” as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as “equity” as shown in the consolidated balance sheet plus net debt.

The Group’s strategy in 2023 and 2022 was to borrow long-term loans and issue corporate bonds to purchase machinery and equipment and obtain long-term working capital. For the years ended December 31, 2023 and 2022, the debt-to-capital ratios were as follows:

Total borrowings
Less: Cash and cash equivalents
Net debt
Total equity
Total capital
Debt-to-equity ratio
December 31, 2023
$ 13,196,526
( 1,364,106)
11,832,420
5,049,316
$ 16,881,736
70.09%
December 31, 2022

$ 11,013,016
( 1,749,957)
9,263,059
4,434,207
$ 13,697,266
67.63%

~77~

(II) Financial instruments

1. Types of financial instrument

nancial instruments
Types of financial instrument
Financial assets
Financial Liabilities at Fair Value
Through Profit or Loss
Mandatory financial assets at fair
value through profit or loss
Financial assets measured at amortized
cost cash and cash equivalents
Financial assets measured at
amortized cost
Notes Receivables
Accounts receivable (Including
related parties)
Other account receivable (Including
related parties)
Refundable deposit
Financial liabilities
Financial Liabilities at Fair Value
Through Profit or Loss
Financial liabilities mandatorily
measured at fair value through
profit or loss
Financial liabilities measured at
amortized cost
Short Term Loans
Notes Payable
Accounts payable (Including related
parties)
Other accounts payable (Including
related parties)
Corporate bonds payable
Long-term borrowings (including
current portion)
Guarantee Deposits Received
Lease liabilities
December 31, 2023
$ 4,522,714

$ 1,364,106
920,042
6,049
1,478,832
29,410
90,526
$ 3,888,965
$ 9,383
$ 5,429,370
66

463,892
1,205,457
3,424,600
4,342,556
42,282
$ 14,908,223
$ 567,193
December 31, 2022

$ 4,481,155
$ 1,749,957
668,067
1,361
1,503,358
13,751
52,758
$ 3,989,252
$ 5,697
$ 4,624,525
81
417,459
837,213
2,609,044
3,779,447
34,754
$ 12,302,523
$ 559,669

2. Risk management policies

(1) The Group’s activities expose it to a variety of financial risks, including market risk (exchange rate, interest rate and price), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial

~78~

markets and seeks to minimize potential adverse effects on the Group’s financial position and performance.

  • (2) Risk management is carried out by a central finance department (Group finance) under policies approved by the Board of Directors. Group finance identifies, evaluates and hedges financial risks in close collaboration with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as currency exchange risk, interest rate risk, credit risk, the use of derivatives and non-derivative financial instruments and investment of excess liquidity.

  • Significant financial risks and degrees of financial risks

  • (1) Market risk

    • A. Foreign exchange risk

The Group’s operations involve certain non-functional currencies (the Company’s and certain subsidiaries’ functional currency is the New Taiwan dollar (NTD), and for other certain subsidiaries, the functional currency is the US Dollars, Japanese Yen and China’s Renminbi (RMB)), so it is subject to the impact of exchange rate fluctuation. The details of assets and liabilities denominated in foreign currencies whose values that would be materially affected by exchange rate fluctuations are as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
December 31, 2023
Foreign currency (in
thousand)
USD
40,189
CNY
65,620
JPY
184,753
USD
15,574
JPY
836,916
Exchange
rate
30.705
4.327
0.2172
30.705
0.2172
Book value
(NT$ in thousands)

$ 1,234,287
283,941
40,128
478,208
181,778

~79~

December 31, 2022

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
Foreign currency (in
thousand)
USD
67,712
CNY
30,598
JPY
47,877
USD
11,803
JPY
283,739
Exchange
rate
30.710
4.408
0.232
30.710
0.232
Book value
(NT$ in
thousands)
$ 2,079,436
134,876
11,127
362,470
65,941
  • B. Total exchange (loss) gain, both realized and unrealized, from significant foreign exchange variations on monetary items held by the Group amounted to (NT$1,281) and NT$76,984 for the years ended December 31, 2023 and 2022, respectively.

  • C. The analysis of foreign currency risk due to significant exchange rate fluctuation is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
2023
Sensitivity
Analysis
Effect on
profit or loss
$ 12,343
2,839
401
( 4,782)
( 1,818)
Other comprehensive
profit and loss affected

Fluctuation
1%
1%
1%
1%
1%

$ -
-
-
-
-

~80~

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
2022
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
2022
Sensitivity Analysis
Fluctuation
Effect on
profit or loss

Other comprehensive
profit and loss affected

Fluctuation
1%
1%
1%
1%
1%

$ 20,794
1,349
111
( 3,625)
( 881)


$ -
-
-
-
-

Price risk

  • A. The equity instruments owned by the Company exposing to the price risk are financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income.

  • B. The Group invests primarily in equity instruments and open-end funds issued by domestic and foreign companies. The price of such equity instrument is subject to the uncertainty of the future value of investment target. If the price of such equity instrument increases or decreases by 1%, while all other factors remain unchanged, the net profit after tax affected by equity instruments at fair value through profit or loss after tax for 2023 and 2022 is an increase or decrease of NT$36,182 and NT$35,850, respectively; as for the other comprehensive income classified as equity instruments at fair value through other comprehensive income, it is NT$0 for both 2023 and 2022.

Cash flow and fair value interest rate risk

  • A. The Group’s interest rate risk mainly comes from long-term borrowings issued at floating rates, which exposes the Group to cash flow interest rate risk. For 2023 and 2022, the Group’s borrowings issued at floating rates were mainly denominated in New Taiwan dollars and US dollars.

  • B. The Group’s borrowings are measured at amortized cost, and the annual interest rate is re-priced according to the contract, which exposes the Group to the risk of future market interest rate changes.

  • C. If the long- and short-term borrowing rates increase or decrease by 0.25%, while all other factors remain constant, the net profit after tax for 2023 and 2022 is a decrease or increase of NT$19,544 and NT$16,808, respectively, mainly due to the interest expense changes caused by the floating interest rate.

  • (2) Credit risk

  • A. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments under contract obligations,

~81~

and the defaults are accounts receivable and the contract cash flow from debt instruments measured at amortized cost, measured at fair value through other comprehensive income and at fair value through profit or loss.

  • B. The management of credit risk is established with a Group perspective. Only the banks and financial institutions with an independent credit rating of at least “A” can be accepted as transaction partners of the Group. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.

  • C. The Group considers a contract payment overdue in accordance with the agreed payment terms a breach of contract.

  • D. The Group uses IFRS 9 to provide the following assumption as a basis for determining whether there is a significant increase in the credit risk of financial instruments after the original recognition:

  • (A) If the contract payment is overdue for more than 30 days in accordance with the agreed payment terms, the credit risk of the financial asset is significantly increased since the original recognition.

  • (B) For bond investments in Taipei Exchange, if any external rating agency rates it as an investment grade on the balance sheet date, the credit risk of the financial asset is considered low.

  • E. The Group uses the following indicators to determine the status of credit impairments of debt instruments:

  • (A) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.

  • (B) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.

  • (C) The issuer delays or does not pay for the interest or principal.

  • (D) Unfavorable changes in the national- or regional-level economic situation resulting in the issuer’s default.

  • F. The Group categorizes the accounts receivable from customers based on the characteristics of trade credit risks. The simplified approach is adopted for estimating the expected credit loss based on the provision matrix.

  • G. The Group may write off the amount of financial assets that cannot be reasonably expected to be recovered after recourse. However, the Group will continue the recourse to protect the rights of the claims.

  • H. The Group has incorporated forward-looking considerations to adjust the loss rate built according to historic and current data in order to estimate the loss allowance of accounts receivables. The provision matrix for the years ended December 31, 2023 and 2022 are shown as follows:

~82~

Not past due
December 31, 2023
Expected loss
rate
0.01%
Total book value $1,226,407
Loss allowance
-
Not past due
December 31, 2022
Expected loss
rate
0.01~1%
Total book value $1,188,466
Loss allowance
-
Not past due
Up to 30
days
0.05~33.11%
$171,778
-

Up to 30
days
0.05~1.95%
$224,106
( 619)
31-90 days
91-180 days

More than
181 days past

Total
$1,508,255
( 29,423)

Total
$1,523,955
( 20,597)

0.05~66.19%
$ 78,432
( 4,540)
31-90 days


0.04~98.36%
$ 11,385
( 5,187)

91-180 days


due
50.9~100%
$ 20,253
( 19,696)

More than
181 days past


due
56.58~100%
$ 11,591
( 10,319)
  • I. The Group adopts a simplified method in which the loss allowance for the accounts receivable is shown as follows:
The Group adopts a simplified method in which the
accounts receivable is shown as follows:
loss allowance for the
January 1
Recognize impairment loss
Others
December 31
January 1
Recognize impairment loss
December 31
2023
Accounts Receivables
$ 20,597
9,455
( 629)
$ 29,423
2022
Accounts Receivables
$ 10,039
10,558
$ 20,597
  • (3) Liquidity risk

  • A. Cash flow forecasting is performed by the operating entities of the Corporate Group and aggregated by the Group’s treasury department. It monitors rolling forecasts of liquidity requirements to ensure the Group has sufficient cash to meet operational needs.

  • B. The remaining cash held by each operating entity will be transferred back to the Group’s finance department. The finance department of the Group invests the remaining funds in interest-bearing demand deposits, time deposits, financial assets at fair value through profit or loss, financial assets at amortized cost (time deposits with a maturity of more than 3 months and less than 12 months), as the instruments chosen have appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. For the years ended December 31, 2023 and 2022, the position of money market held by the Corporate Group is at NT$2,284,019 and NT$2,418,024, respectively, and is

~83~

expected to generate immediate cash flow to manage liquidity risk.

  • C. The Group’s unutilized borrowings are shown as follows:
Floating rate
Short-term credit limits
Medium to long-term credit
limits
Fixed rate
Short-term credit limits
Medium to long-term credit
limits
December 31, 2023
$ 1,469,512
-
105,000
8,420
$ 1,582,932
December 31, 2022

$ 645,878
60,014
-
11,045
$ 716,937
  • D. The following table shows the Group’s non-derivative financial liabilities and derivative financial liabilities settled on a net or total amount, grouped according to the relevant maturity date. Non-derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the contract maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

December 31, 2023
Non-derivative financial
liabilities:
Short Term Loans
Notes Payable
Accounts payable (Including
related parties)
Other accounts payable
(Including related parties)
Lease liabilities
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits Received
Within 1 year
1 to 2 years
$5,429,370
$ -
66
-
463,892
-
1,205,457
-
45,788
37,109
34,400
34,400
1,320,782
1,148,345
-
42,282
2 to 5 years
$ -
-
-
-
98,036
3,558,260
1,669,689
-
Over 5 years

$ -
-
-
-
446,083
-
480,331
-

~84~

December 31, 2022
Non-derivative financial
liabilities:
Short Term Loans
Notes Payable
Accounts payable (Including
related parties)
Other accounts payable
(Including related parties)
Lease liabilities
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits Received
Within 1 year
1 to 2 years
$4,702,123
$ -
81
-
417,459
-
837,213
-
38,246
78,734
-
-
680,126
919,483
-
34,754
2 to 5 years
$ -
-
-
-
224,177
2,696,140
352,448
-
Over 5 years

$ -
-
-
-
221,011
-
217,645
-

(III) Fair value information

  1. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  2. Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in stocks of publicly traded or OTC firms and beneficiary certificates is included in Level 1.

  3. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  4. Level 3: Unobservable inputs for the asset or liability The fair value of the Group’s investment in stocks of non-publicly traded or non-OTC firms and private equity fund is included in Level 3.

  5. Financial instruments not measured at fair value

  6. Cash, notes receivable, accounts receivable, other receivable, short-term borrowings, notes payable, accounts payable and other payable as reasonable approximation of fair value.

~85~

  1. The related information for financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows:
December 31, 2023
Level 1
Assets
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Equity securities
$4,341,227
Beneficiary certificates
500
$4,341,727
Liabilities
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Convertible bond call/put
options
$-
December 31, 2022
Level 1
Assets
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Equity securities
$4,344,484
Beneficiary certificates
500
$4,344,984
Liabilities
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Convertible bond call/put
options
$-
Level 2
$67,292
-
$67,292
$-
Level 2
$79,300
-
$79,300
$-
Level 3
$113,695
-
$113,695
$ 9,383
Level 3
$56,871
-
$56,871
$ 5,697
Total
$4,522,214
500
$4,522,714
$ 9,383
Total
$4,480,655
500
$4,481,155
$ 5,697

Financial Liabilities at Fair Value
Through Profit or Loss
Convertible bond call/put
options
  1. The methods and assumptions adopted by the Group for assessing the fair value are as follows:

  2. (1) The Group adopt market pricing as the input of fair value (i.e. Level 1), and the breakdown of the characteristics of the instrument is as follows:

Shares of listed and OTC

company Open-end funds Market price Closing price Net Value

~86~

  • (2) Except for the abovementioned financial instruments with active markets, the fair value of the remaining financial instruments is obtained using valuation techniques. The fair value obtained through valuation techniques can refer to the current fair value of other financial instruments with similar substantive conditions and characteristics, discounted cash flow method, or other valuation techniques, including the use of market information available on the date of the consolidated balance sheet (for example, the Taipei Exchange refers to the yield curve, the Reuters adopts the average quotation of interest rate of commercial promissory notes).

  • (3) The output of the valuation model is the estimated value, and the valuation technique may not reflect all the relevant factors of the financial instruments and non-financial instruments held by the Group. Therefore, the estimated value of the valuation model will be appropriately adjusted according to additional parameters, such as model risk or liquidity risk. According to the Group’s fair value valuation model management policies and related control procedures, the management believes that in order to properly express the fair value of financial instruments and non-financial instruments in the consolidated balance sheet, valuation adjustments are appropriate and necessary. The price information and parameters used in the valuation process are carefully assessed and appropriately adjusted according to current market conditions.

  • (4) The Group incorporates credit risk valuation adjustments into the consideration of the fair value of financial instruments and non-financial instruments to reflect counterparty credit risk and the credit quality of the Group, respectively.

  • There were no transfers between Level 1 and 2 in 2023 and 2022.

  • The following table shows the changes in Level 3 in 2023 and 2022:

January 1, 2023
Acquisition cost of the period
Recognized in profit or loss of the period
Impact from exchange rate
December 31, 2023
January 1, 2022
Acquisition cost of the period
Disposal this period
Recognized in profit or loss of the period
Impact from exchange rate
December 31, 2022
Financial instruments
$ 51,174
57,500
( 3,974)
( 388)
$ 104,312
Financial instruments
$ 57,622
12,500
( 7,132)
( 12,123)
307
$ 51,174

~87~

  1. The quantitative information about the significant unobservable input value of the valuation model and the sensitivity analysis of the significant unobservable input value change used in Level 3 fair value measurements are explained as follows:

December 31, 2023

Derivative
equity/liability
instruments:
Shares of non-
listed and non-
OTC company
Convertible bond
call/put options
December 31, 2022
Derivative
equity/liability
instruments:
Shares of non-
listed and non-
OTC company
Convertible bond
call/put options
Fair value
$113,695

( 9,383)
Fair value
$ 56,871

( 5,697)
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Range
(weighted
average)
-
29.44%
Range
(weighted
average)
-
50.65%
Relationship
between inputs and
fair value
The higher the net
asset value, the
higher the fair value
The higher the stock
price volatility, the
higher the fair value
Relationship
between inputs and
fair value
The higher the net
asset value, the
higher the fair value
The higher the stock
price volatility, the
higher the fair value
  1. The Group has carefully assessed the valuation models and parameters used to measure fair value. However, use of different valuation models or parameters may result in different measurement. For financial assets or liabilities classified in Level 3, changes in valuation parameters have the following impacts on the income or other comprehensive income of the period:
income of the period:
Inputs
Financial
assets
Equity
instruments
Net asset
value
Debt
Stock price
volatility
Total
Chan December 31, 2023
Recognized in profit or

Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-

Adverse
changes
($ 1,137)
( 10)
($ 1,147)


comprehensive

Favorable
changes
$ -
-
$-

~88~

Financial
assets
Equity
instruments
Debt
Total
Inputs
Net asset
value
Stock price
volatility
Chan December 31, 2022
Recognized in profit or
December 31, 2022
Recognized in profit or

Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-

loss
Favorable
changes
$ 569
20
$ 589

Adverse
changes
($ 569)
( 20)
($ 589)


comprehensive

Favorable
changes
$ -
-
$-
ges
± 1%
± 1%

XIII. Supplementary Disclosure

  • (I) Significant transactions information

  • Loans to others: Please refer to Table 1.

  • Provision of endorsements and guarantees to others: Please refer to Table 2.

  • Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table III.

  • Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital:None.

  • Acquisition of real estate exceeding $300 million or 20% of paid-in capital or more: None.

  • Disposal of real estate exceeding $300 million or 20% of paid-in capital or more: None.

  • Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

  • Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • Engaged in derivative trading: None.

  • Significant inter-company transactions during the reporting periods: Please refer to Table 4.

  • (II) Information on Reinvested Businesses

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to Table 5.

(III) Information on investments in Mainland China

  1. Basic information: Please refer to Table 6.

  2. Significant transactions, either directly or indirectly through a third area, with investee companies in Mainland China: None.

(IV) Information on Major Shareholders

Information on major shareholders: Please refer to Table 7.

~89~

XIV. Segments Information

(I) General information

Management has determined the reportable operating segments based on reports reviewed by the president and used to make strategic decisions.

The Group’s corporate structure, the basis for division of segments, and the basis for measurement of segment information have not changed significantly during the current period.

(II) Measurement of segment information

The Group evaluates the performance of the operating segments and allocates resources based on the adjusted net profit of each segment.

(III) Segments information

Information on the reporting segments provided to the chief operating decision maker is shown as follows:

2023:

Photomask and
semiconductor
segment
Revenue from external clients
$ 7,079,202
Segment revenue
($ 332,533)
Segment margin
$ 632,537
Segment margin include:
Depreciation
($ 883,018)
Amortization expense
($ 43,433)
Financial Costs
($ 272,282)
Interest income
$ 40,376
Investments income recognized by
using equity method
($ 85,789)
Segment assets
$ 19,844,058
Medical
segment
$ 120,733
$-
($ 186,737)
($ 50,386)
($ 9,062)
($ 20,956)
$ 366
$-
$1,080,001
Total
$ 7,199,935
($ 332,533)
$ 445,800
($ 933,404)
($ 52,495)
($ 293,238)
$ 40,742
($ 85,789)
$20,924,059

~90~

2022

Photomask and
semiconductor
segment
Revenue from external clients
$ 7,684,054
Segment revenue
($ 178,008)
Segment margin
$ 810,187
Segment margin include:
Depreciation
($ 560,487)
Amortization expense
($ 44,778)
Financial Costs
($ 172,615)
Interest income
$ 25,222
Investments income recognized by
using equity method
($ 61,296)
Segment assets
$ 17,396,692
Medical
segment
$ 57,064
$-
($ 136,474)
($ 7,706)
($ 613)
($ 4,931)
$ 49
$-
$ 496,214
Total
$ 7,741,118
($ 178,008)
$ 673,713
($ 568,193)
($ 45,391)
($ 177,546)
$ 25,271
($ 61,296)
$17,892,906

(IV) Reconciliation for segment income

Sales between segments are conducted according to the principle of transactions at fair value. The operating revenue from external customers reported to the operating decision maker is measured in a manner consistent with that in the income statement.

The consolidated income, assets and liabilities of related segments are consistent with the consolidated income, consolidated assets and consolidated liabilities, so there is no reconciliation information.

(V) Information on products and services

The revenue from external customers mainly come from the sales of photomasks and semiconductors and product and labor revenue of medical equipment, as shown in Note 6 (22).

(VI) Geographical information

Information by region for the Group in 2023 and 2022:

Taiwan
Asia
Others
Total
2023
Revenue
$ 2,839,639
4,267,501
92,795
$ 7,199,935
Non-Current
Assets
$11,004,887
2,728
-
$11,007,615
2022
Revenue
$ 2,929,266
4,753,060
58,792
$ 7,741,118
Non-Current
Assets
$ 8,396,368
1,810
-
$ 8,398,178

(VII)

~91~

(VIII) Major customer information

Information by major customer for the Group in 2023 and 2022:

Company B 2023
Revenue
$ 845,000
Department
Photomask and
semiconductor
segment
2022
Revenue
$ 936,993
Department
Photomask and
semiconductor
segment

~92~

Taiwan Mask Corporation and Subsidiaries Loans to Others January 1 to December 31, 2023

Table 1

Unit: NTD in thousand (Unless otherwise specified)

No.
(Note 1)
Company that lent
funds
Borrowing party General ledger account Related
party?
Maximum
Balance for the
Period
Endingbalance Amount
ActuallyDrawn
Range of
interest
rate
Nature of
loan
Amount
of
transacti
on with
borrower
Reason for short-
term financing
Amount of
recognized
impairment loss
Collateral Collateral
Limit on loans
granted to a single
party

Ceiling on total loan
granted

Note
Name Value
1
2
3
3
3
3
4
ADL Energy Corp
Miracle
Technology CO.,
LTD.
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Pilot Battery Co.,
Ltd.
Aptos Technology INC.
Aptos Technology INC.
Aptos Technology INC.
Xsense Technology
Innova Vision INC.
Moment Semiconductor, Inc.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables -
Related Parties
Other Receivables -
Related Parties
Other Receivables
Related Parties
Y
Y
Y
Y
Y
Y
Y
$ 10,000
170,000
370,000
570,000
90,000
30,000
50,000
$ -
170,000
270,000
300,000
90,000
30,000
50,000
$ -
170,000
270,000
270,000
90,000
30,000
50,000
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
-
-
Business operations
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
-
-
-
-
-
-
-






Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
170,000
270,000
300,000
90,000
30,000
50,000
$ 27,324
174,394
1,410,867
1,410,867
1,410,867
1,410,867
157,182
$ 34,155
174,394
1,410,867
1,410,867
1,410,867
1,410,867
157,182
Note 3
Note 4
Note 6
Note 6
Note 6
Note 6
Note 7

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

  • (1) Fill in “0” for the issuer.

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

  • Note 2: Amendment to the Procedures for Lending Funds to Others:

  • (1) Total amount of loans: The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loans to a single party shall not exceed 50% of the Company’s net value.

  • Note 3: Subsidiary - ADL Energy Corp Procedures for Lending Funds to Others:

  • (1) The total loan amount shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed 40% of the Company net value.

  • (2) In addition to the provisions in (1), the loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

  • (3) In addition to the provisions in (1), in which companies or businesses have a short-term financing need, and the loan amount of each individual borrowers not exceeding 40% of the Company net value, the financing amount refers to the accumulated balance of the company’s short-term financing.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, or loans to the Company from any overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares are not restricted by paragraph 1, subparagraph 1. However, the total loan amount, limits for each individual borrower, and the period of loan should be specified. However, the total amount of funds to be loaned and the limits for individual borrowers should be set, and the period for which funds should be loaned should be clearly defined. The total amount of loans lent between the overseas companies or to the parent company and the limit for each limit are specified as follows:

    • I. The total amount loans to enterprises shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed 40% of the Company net value.

    • II. For overseas companies that have business dealings with each other, the individual loan amount shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

    • III. If there is a need for short-term financing, the loan amount of each individual borrowers shall not exceed 40% of the company’s net value, and the financing amount refers to the accumulated balance of the short-term financing between overseas companies.

~93~

  • (5) The highest balance for the current period is the amount resolved by the board.

Note 4: Subsidiary - Miracle Technology Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loans to a single party shall not exceed 50% of the Company’s net value.

Note 5: Subsidiary - Innova Vision Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) The loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties in the past year. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties, and shall not exceed 20% of the Company’s net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

Note 6: Subsidiary - Youe Chung Capital Corporation Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

Note 7: Subsidiary - Pilot Battery Co.,Ltd. Procedures for Lending Funds to Others:

The Company shall not loan funds to any of its shareholders or any other person except under the following circumstances:

  • (1) Where an inter-company or inter-firm business transaction calls for a loan arrangement.

  • (2) Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender’s net worth.

~94~

Taiwan Mask Corporation and Subsidiaries Endorsements and Guarantees to Others January 1 to December 31, 2023

Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Table 2 Unit: NTD in thousand
(Unless otherwise specified)
No.
(Note 1)
Endorser/guarantor
Name of Company
Guaranteed Party Limit of
endorsement and
guarantee for a
single enterprise
(Note 3,4,5,6)
Maximum
Balance of
Endorsement/G
uarantee for the
Period
Ending
Balance of
Endorsement/G
uarantee
Amount
Actually
Drawn
Amount of
Endorsement/Gu
arantee
Collateralized by
Properties
Ratio of Accumulated
Endorsement/Guarante
e to Net Equity per
Latest Financial
Statements
Maximum
Endorsement/Guar
antee Amount
Allowable
(Note 3,4,5,6)
Guarantee
Provided by
Parent Company
to Subsidiary
Guarantee
Provided by
Subsidiary to
Parent Company
Guarantee
Provided by
Subsidiaries in
Mainland China
Note
Name of Company Relationship
(Note 2)
0
Taiwan Mask
Corporation
1
ADL Energy Corp
2
Miko-China
Enterprise
(Shanghai) Co., Ltd.
3
Miracle Technology
CO., LTD.
3
Miracle Technology
CO., LTD.
4
Pilot Battery Co.,
Ltd.
Miracle Technology CO.,
LTD.
Aptos Technology INC.
Miracle Technology CO.,
LTD.
Xsense Technology
Aptos Technology INC.
ADL Energy Corp
2
3
3
1
1
1
$ 229,550
20,493
392,131
174,394
174,394
157,182
$ 226,975
19,500
226,695
150,000
20,000
50,000
$ 214,935
-
224,165
150,000
20,000
30,000
$ -
-
224,165
150,000
20,000
30,000
$ -
-
224,165
150,000
20,000
30,000
4.43%
0.00%
57.17%
34.40%
4.59%
7.63%
$ 2,049,257
20,493
392,131
174,394
174,394
157,182
Y
N
N
N
N
N
N
N
Y
N
Y
N
N
N
N
N
N
N
Note 3
Note 4
Note 5
Note 6
Note 6
Note 7
  • Note 1: The description of the number columns are as follows:

  • (1) Fill in “0” for the issuer.

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

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

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

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

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

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

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

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

  • (7) Companies that are engaged in joint and several guarantees for the performance guarantee of pre-sale housing sales contracts in accordance with the regulations of the Consumer Protection Act.

  • Note 3: The Company’s endorsement and guarantee practices for others provide that:

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

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

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

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

  • Note 4: Subsidiary - ADL Energy Corp Endorsement and Guarantee Procedures:

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

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

  • (3) The Company and its subsidiaries shall state in the shareholders’ meeting the necessity and reasonableness of any endorsement or guarantee of more than 50% of the net value of the Company’s most recent audited or reviewed financial statements.

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

  • The total amount of endorsement guarantee liability is limited to RMB 30 million, and the amount of endorsement guarantee for a single enterprise shall not exceed RMB 30 million; however, for the parent company that directly or indirectly holds, through a subsidiary, more than 50% of the common stock equity of a company, it may endorse up to its net value.

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

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

  • Note 7: Subsidiary - Pilot Battery Co.,Ltd. Endorsement and Guarantee Procedures:

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

~95~

Table 3

Taiwan Mask Corporation and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2023

Unit: NTD in thousand (Unless otherwise specified)

Company name of the
shareholding
Marketable securities Relationship with the
marketable securities issuer
General ledger account End of period End of period End of period Note
Number of shares Book value Ownership Fair value
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Jing Hao Investment
Co., Ltd.
Jingjing Investment
Co., Ltd.
Aptos Technology
INC.
ADL Energy Corp
Miko-China
Enterprise (Shanghai)
Co., Ltd.
Common stocks of United Microelectronics
Corporation
Common stock of China Steel Structure Co.,
Ltd.
Common stocks of Avision Inc. through
private placement.
Common Stock of 3S Silicon Tech Inc.
Common stocks of United Microelectronics
Corporation
Common stocks of Microtek International
Common stocks of Taiwan Mask
Common stock of China Steel Structure Co.,
Ltd.
Common stocks of EVERBRITE Technology
Image Match Design Inc.
B Current Impact Investment
B Current Impact Investment Partnership
Intellectual Property Innovation Corporation
Partnership Fund
Wisdom Capital Limited Partnership
G-TECH ELECTRONICS LTD.
Memchip Technology Co., Ltd.
Common stocks of TOPFUN
TECHNOLOGY INC.
Franklin Templeton SinoAm Asia Pacific
Balanced Fund-Accu. Beneficiary Certificate
Common stocks of Shenzhen He Mei Jing Yi
Semiconductor Technology Co., Ltd.
None
None
None
None
None
None
Parent company
None
None
None
The Company is a director
of that company
None
None
None
None
None
None
None
None
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial assets measured at fair value through other
comprehensive income - Non Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Assets at Fair Value Through Profit or
Loss - Non Current













7,554,000
14,334,000
10,000,000
1,000,000
5,680,000
40,966,000
35,831,440
24,999,000
12,798,000
378,000
1,000,000
500,000
-
-
1,097,092
187,915
100,000
50,000
400,000
$ 397,340
792,670
55,700
11,592
298,768
929,928
2,547,615
1,382,445
540,076
2,925
10,000
5,000
20,000
55,000
-
-
-
500
20,770
0.06%
7.17%
4.61%
2.69%
0.05%
19.92%
13.97%
12.50%
19.99%
2.26%
10.00%
-
-
-
8.08%
3.13%
12.27%
-
0.31%
$ 397,340
792,670
55,700
11,592
298,768
929,928
2,547,615
1,382,445
540,076
2,925
10,000
5,000
20,000
55,000
-
-
-
500
20,770

~96~

Table 4

Taiwan Mask Corporation and Subsidiaries Significant inter-company transactions during the reporting periods January 1 to December 31, 2023

Unit: NTD in thousand (Unless otherwise specified)

Status of transaction

Status of transaction Status of transaction Status of transaction Status of transaction
No.
(Note 1)
Name of the counterparty
Counterparty Relationship with the
counterparty
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
2
Miko-China Enterprise (Shanghai) Co.,
Ltd.
3
Sichuan Miracle Power Technology Co.,
Ltd.
4
Youe Chung Capital Corporation
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Aptos Technology INC.
Aptos Technology INC.
Innova Vision INC.
Innova Vision INC.
Xsense Technology
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Miracle Technology CO., LTD.
Aptos Technology INC.
Innova Vision INC.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Aptos Technology INC.
Aptos Technology INC.
Xsense Technology
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Miracle International
Enterprise(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Sichuan Miracle Power Technology
Co., Ltd.
Sichuan Miracle Power Technology
Co., Ltd.
Aptos Technology INC.
Miracle Technology CO., LTD.
Miko-China Enterprise (Shanghai)
Co., Ltd.
Aptos Technology INC.
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
3
3
3
3
3
3
3
3
3
3
3
3
Sales
Endorsement and guarantee
Accounts Receivables
Rental income
Sales
Accounts Receivables
Rental income
Other Receivables
Rental income
Other Receivables
Rental income
Other Receivables
Other Incomes
Other Incomes
Other Incomes
Other Incomes
Other receivables (loans of funds)
Interest income
Endorsement and guarantee
Sales
Sales
Accounts Receivables
Accounts Receivables
Sales
Endorsement and guarantee
Endorsement and guarantee
Sales
Other receivables (loans of funds)
11,716
214,935
1,629
2,626
23,415
4,865
52,812
35,350
16,174
28,883
48,697
26,021
1,912
2,490
2,587
1,391
170,000
4,590
150,000
2,308
70,257
1,082
1,470
7,391
20,000
224,165
7,912
270,000
Net 60
Same with other customers
Net 60
Same with other customers
Net 60
Net 60
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Receipt and payment at an agreed time
Receipt and payment at an agreed time
Same with other customers
Net 60
Net 30
Net 30
Net 60
Net 60
Same with other customers
Same with other customers
Net 30
Receipt and payment at an agreed time
0.16%
1.03%
0.01%
0.04%
0.33%
0.02%
0.73%
0.17%
0.22%
0.14%
0.68%
0.12%
0.03%
0.03%
0.04%
0.02%
0.81%
0.06%
0.72%
0.03%
0.98%
0.01%
0.01%
0.10%
0.10%
1.07%
0.11%
1.29%

~97~

Status of transaction

No.
(Note 1)
Name of the counterparty
Counterparty Relationship with the
counterparty
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
4
Youe Chung Capital Corporation
Aptos Technology INC.
3
4
Youe Chung Capital Corporation
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
4
Youe Chung Capital Corporation
Xsense Technology
3
4
Youe Chung Capital Corporation
Innova Vision INC.
3
4
Youe Chung Capital Corporation
Innova Vision INC.
3
4
Youe Chung Capital Corporation
Moment Semiconductor, Inc.
3
5
Aptos Technology INC.
Moment Semiconductor, Inc.
3
5
Aptos Technology INC.
Moment Semiconductor, Inc.
3
6
ADL Energy Corp
Taiwan Mask Corporation
2
7
Innova Vision INC.
iPro Vision Inc.
3
7
Innova Vision INC.
iPro Vision Inc.
3
8
Pilot Battery Co., Ltd.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
8
Pilot Battery Co., Ltd.
ADL Energy Corp
3
8
Pilot Battery Co., Ltd.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
9
Digital-Can Tech. Co., Ltd.
Taiwan Mask Corporation
2
9
Digital-Can Tech. Co., Ltd.
Taiwan Mask Corporation
2
10
Xsense Technology Corporation (B.V.I.)
Taiwan Branch
Taiwan Mask Corporation
2
10
Xsense Technology Corporation (B.V.I.)
Taiwan Branch
Taiwan Mask Corporation
2
11
iPro Vision Inc.
Innova Vision INC.
2
Interest income
7,148 Receipt and payment at an agreed time
0.10%
Other receivables (loans of funds)
270,000 Receipt and payment at an agreed time
1.29%
Interest income
7,283 Receipt and payment at an agreed time
0.10%
Other receivables (loans of funds)
90,000 Receipt and payment at an agreed time
0.43%
Interest income
2,437 Receipt and payment at an agreed time
0.03%
Other receivables (loans of funds)
30,000 Receipt and payment at an agreed time
0.14%
Sales
13,420 Net 60
0.19%
Accounts Receivables
1,440 Net 60
0.01%
Sales
11,255 Net 60
0.16%
Sales
31,780 Net 60
0.44%
Accounts Receivables
36,655 Receipt and payment at an agreed time
0.18%
Other receivables (loans of funds)
50,000 Receipt and payment at an agreed time
0.24%
Endorsement and guarantee
30,000 Receipt and payment at an agreed time
0.14%
Interest income
1,073 Receipt and payment at an agreed time
0.01%
Sales
148,644 Net 60
2.06%
Accounts Receivables
3,832 Net 60
0.02%
Other Incomes
9,000 Receipt and payment at an agreed time
0.13%
Other operating revenue
1,000 Receipt and payment at an agreed time
0.01%
Sales
1,555 Receipt and payment at an agreed time
0.02%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is “0”.

  • (2) The subsidiaries are numbered in order starting from “1”.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction):

(1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

(3) Subsidiary to subsidiaries.

Note 3: Only transactions with an amount of more than NT$1 million will be disclosed, and transactions with related parties will not be disclosed separately.

~98~

Taiwan Mask Corporation and Subsidiaries Names, locations and other information of investee companies (not including investees in China) January 1 to December 31, 2023

Table 5

Unit: NTD in thousand (Unless otherwise specified)

Name of Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of the end ofperiod Shares held as of the end ofperiod Shares held as of the end ofperiod Net profit
(loss) of the
investee for
the current
period
Investment
profit (loss)
recognized
for the
current
period
Note
Balance at the
end ofperiod
End of the
previousyear
Number of
shares
Owners
hip
Book
value
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
SunnyLake Park International
Holdings, Inc.
Youe Chung Capital
Corporation
Advagene Biopharma Co., Ltd.
Miracle Technology CO., LTD.
Weida Hi-Tech Co., Ltd.
Innova Vision INC.
ONE TEST SYSTEMS
Pilot Battery Co., Ltd.
Advagene Biopharma Co., Ltd.
Xsense Technology Corporation
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Aptos Technology INC.
Innova Vision INC.
Digital-Can Tech. Co., Ltd.
Pilot Battery Co., Ltd.
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
United States
Taiwan
Taiwan
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Re-investment
Re-investment
Medical, R&D, manufacturing
Electronics components
manufacturing, electronics
materials and precision equipment
distribution and power component
design
Display panel control chip and
other module’s research, design,
development, manufacturing and
sales
Manufacturing, retail, wholesale
and international trade of medical
equipment
Research, development and design
of test equipment and related
components
Electronic parts and components
and energy technical services
Medical, R&D, manufacturing
Precious metal coating
Precious metal coating
Design, packaging and testing of
NAND flash memory, solid state
drives and the related products
Manufacturing, retail, wholesale
and international trade of medical
equipment
3D Printing and Plastic Mold
Design
Electronic parts and components
and energy technical services
$ 103,045
1,260,000
165,691
252,651
293,371
598,721
121,372
180,000
75,021
325,965
-
434,692
151,533
139,072
178,500
$ 103,045
1,260,000
165,691
252,651
293,371
578,321
-
-
60,021
325,965
-
434,692
151,533
139,072
-
3,120,000
534,877,568
12,549,652
22,955,033
12,176,880
37,813,134
940,000
3,600,000
3,216,223
1
12,189,191
28,481,161
94,370
7,281,250
7,000,000
100%
100%
23.51%
100%
28.20%
75.32%
100%
20.00%
6.03%
100.00
%
53.00%
47.19%
0.19%
57.39%
38.89%
$ 5,683
987,383
32,974
472,096
26,081
142,651
121,332
78,591
8,451
6,247
(3,294)
(221,433)
449
106,507
249,031
($ 64)
(810,367)
(91,817)
17,169
(210,648)
(178,674)
5,823
(58,757)
(91,817)
(72)
10,768
(274,014)
(178,674)
(4,253)
(58,757)
($ 64)
(347,421)
(22,792)
17,169
(57,935)
(165,774)
6
(2,463)
(5,062)
(72)
2,175
(129,303)
(405)
(7,351)
(30,513)
Note
2

~99~

Name of Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of the end ofperiod Shares held as of the end ofperiod Shares held as of the end ofperiod Net profit
(loss) of the
investee for
the current
period
Investment
profit (loss)
recognized
for the
current
period
Note
Balance at the
end ofperiod
End of the
previousyear
Number of
shares
Owners
hip
Book
value
Youe Chung Capital
Corporation
Aptos Technology
INC.
Aptos Technology
INC.
Aptos Technology
INC.
ADL Energy Corp
Miracle Technology
CO., LTD.
Jingjing Investment
Co., Ltd.
Innova Vision INC.
Moment Semiconductor, Inc.
New Sunrise Limited
ONE TEST SYSTEMS
ADL Energy Corp
Aptos Global Holding Corp.
Jingjing Investment Co., Ltd.
Miko Technology Co., Ltd
Innova Technology
Taiwan
Samoa
United States
Taiwan
Seychelles
Taiwan
Hong Kong
Taiwan
Retail and wholesale of memory
products
Re-investment
Research, development and design
of test equipment and related
components
Electronic parts and components
and energy technical services
Re-investment
Re-investment
Electronics components
manufacturing, electronics
materials and precision equipment
distribution and power component
design
Sales of contact lens
40,000
-
-
29,795
10,012
37
64,650
-
-
-
413,050
29,795
10,012
37
64,650
4,000,000
-
-
10,000,000
25,860,907
10,000
3,000,000
53.33%
100%
0%
0%
100%
100%
100%
100%
29,910
-
-
-
-
321,670
6,719
(3,396)
(24,327)
-
5,823
20,396
-
43,005
(20)
(58)
(10,090)
-
(46)
20,396
-
43,005
(20)
(58)
Note
1
Note
2
Note
3
Innova Vision INC.
Innova Vision (B.V.I) Inc.
British Virgin
Islands
Re-investment
Innova Vision INC.
iPro Vision Inc.
Japan
Sales of contact lens
Innova Vision (B.V.I)
Inc.
iPro Vision Inc.
Japan
Sales of contact lens
Pilot Battery Co., Ltd.
ADL Energy Corp
Taiwan
Electronic parts and components
and energy technical services
60,157
60,157
1,000,000
100%
(2,717)
(1,245)
(1,245)
84,204
84,204
6,400
52.03%
(1,756)
(3,305)
(1,720)
56,420
56,420
5,900
47.97%
(1,626)
(3,305)
(1,585)
413,050
-
11,984,526
100%
68,310
20,396
- Note
3

Note 1: As of December 31, 2023, the funds for shares have not been remitted.

Note 2 : The Company ‘s subsidiary , Aptos Technology INC. invested in One Test Systems in May 2023 with a 100 % shareholding. In August 2023, the Group was reorganized and One Test Systems was directly owned by the Company, with its shareholding remaining at 100%.

Note 3: The Group’s organization was restructured in December 2023 and the Company’s subsidiary, Pilot Battery Co.,Ltd., directly owned ADL Energy Corp. with a shareholding ratio of 100%.

~100~

Taiwan Mask Corporation and Subsidiaries Information on investments in China January 1 to December 31, 2023

Table 6 Table 6 Table 6 Table 6 Table 6 Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Investee in Mainland
China
Main business activities Paid-up
capital
Investment
method
(Note 1)
Accumulated
amount of
remittance
from Taiwan
to Mainland
China at the
beginning of
theperiod
Amount remitted
from Taiwan to
China/Amount
remitted back to
Taiwan for theperiod
Accumulated
amount of
remittance
from Taiwan
to China
Profit (loss) of
the investee for
the current
period
Ownership held
by the Company
(direct or
indirect)
Investment
income (loss)
recognized by
the Company for
the current
period
(Note 2)
Ending carrying
amount
Accumulat
ed amount
of
investment
income
remitted
back to
Taiwan
Note
Remitted
to
Remitted
back
Miko-China Enterprise
(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co.,
Ltd.
Sichuan Miracle Power
Technology Co., Ltd.
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
IC product design,
production and sales
$ 3,283
10,215
53,676
1
1
3
$ 3,283
10,215
-
$ -
-
-
$ -
-
-
$ 3,283
10,215
-
$ 54,528
100%
11,025
100%
(2,723)
100%
$ 54,528
11,025
(2,723)
$ 392,131
102,768
54,994
$ -
-
-
Note 2
(2) B
Note 2
(2) B,
Note 4
Note 2
(2) B
Name of Company Accumulated amount of
remittance from Taiwan to
China as of the end of the
period
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
Ceiling on investments in
Mainland China imposed
by the Investment
Commission of MOEA
Miracle Technology CO., LTD. $ 13,498 $ 13,498 $ 261,592

Note 1: Investment methods are classified into the following three categories; fill in the number of categories each case belongs to:

  • (1) Directly invest in a company in Mainland China.

  • (2) Through investing in an existing company in the third area (please specify the company), which then invested in Mainland China.

(3) Others

Note 2: Investment income recognized by the Company for the current period

  • (1) If it is still under preparation with no actual gain or loss, it shall be indicated in the box.

  • (2) The basis for recognition of the investment gains or losses is divided into the following three, it shall be indicated in the box.

  • A. Financial statements audited and validated by an international accounting firm that has a collaborative relationship with CPA firms in Taiwan.

  • B. Financial statements audited and validated by a certified accountant or accounting firm who work with the parent company in Taiwan.

  • C. Unaudited financial statements.

Note 3: The relevant figures in this table should be presented in New Taiwan Dollars.

Note 4: It was originally invested through Misun Technology Co., Ltd. Since the aforementioned company has gone through dissolution and liquidation, it has been changed to Miracle Technology Co., Ltd. directly investing in Miracle International Enterprise (Shanghai) Co., Ltd.

~101~

Taiwan Mask Corporation and Subsidiaries Information on Major Shareholders December 31, 2023

Table 7

Table 7
Name of Main Shareholders Shares
No. of shares held Ownership
Youe Chung Capital Corporation 35,831,440 13.97%

~102~