台灣半導體股份有限公司
TAIWAN SEMICONDUCTOR CO., LTD.

2023 Annual General Meeting(On-site meeting)Meeting Agenda(Translation)

June 19, 2023

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Table of Contents

Meeting Agenda………………………………………………………………………. 1

Report Items……………………………………………………………………………2

Approval Items…………………………………………………………………….….17

Discussion Items…………………………………………….……………….………..38

Appendix 1: Article of Incorporation…………………………………………………44

Appendix 2: Convention Rules for Shareholders Meetings…………………………..51

Appendix 3: TSC Directors’ Shareholdings………………………………………….61

Appendix 4: Impact of The Effect of Stock Dividend Distributions on Operating Results, EPS, andReturn on Equity; the Information Related to Employees’ and Directors’Compensation……………………………………………………………62

1

TAIWAN SEMICONDUCTOR CO., LTD.
Agenda of the 2023 Annual General Meeting
Time: 9:00 a.m. on June 19 (Monday), 2023
Place: No.96, Meizhou 2nd Rd., Yilan City, Yilan County 260023, Taiwan (R.O.C.)(TAIWAN SEMICONDUCTOR CO., LTD. Yilan factory)
Attendants: (All Shareholders and their proxy holder)
Meeting Agenda:
1. Commencement
2. Chairman’s Address
3. Report Items (Please refer to Page 2 - 16)(1) 2022 Business Report and 2023 Annual Business Plan Report(2) Audit Committee’s 2022 Review Report(3) Status report on the Endorsement and Guarantee, Loaning of Company Funds, Regulations
Governing the Acquisition and Disposal of Assets, the Trading of Financial Derivatives of theCompany and its subsidiaries in 2022
(4) Report on 2022 employees’ profit sharing bonus and directors’ compensation(5) Report on the relevancy and reasonableness among results of performance evaluation
4. Approval Items (Please refer to Page 17 - 37)(1) To accept 2022 Business Report and Financial Statements(2) To approve the company’s 2022 earnings distribution
5. Discussion Items (Please refer to Page 38 - 42)(1) To Amend the rules for the corporation by-laws(2) To discuss and amend the Company’s “Regulations Governing the Acquisition and Disposalof Assets”.
6. Extraordinary Motions
7. Adjournment

2

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Report Items

3

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Report Items
1. 2022 Business Report and 2023 Annual Business Plan Report
Explanatory Notes: Please refer to Page 4~10 of the Meeting Agenda for the Business Report

4

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1. 2022 Business Report(1) Implementation of Business Plan
The Company's and its subsidiaries major businesses included the production and saleof rectifiers and barcode printers. In 2022, the earnings per share after tax was NT$6.28. The
2022 consolidated operating revenue, gross profit, operating income, net income before tax,
net income, comprehensive income, and after-tax earnings per share compared to 2021 ispresented below:
Unit: NT$ thousand
Implementation of Business Plan
Item
2022
2021
Increase(decrease)
Operating revenue
15,687,134
13,177,417
19.05%
Gross Profit

5,349,166

4,127,721

29.59%

Operating Income

2,790,521

1,908,907

46.18%Net income before tax

3,013,930

1,947,632

54.75%Net income

2,176,915

1,381,895

57.53%

Comprehensive income
Net income attributable to
the Parent Company
Comprehensive
incomeattributable to the Parent
Company
After-tax earnings per share(NT$)

2,478,073

1,269,814

95.15%

1,562,877

882,805

77.04%

1,738,755

809,542114.78%

6.28

3.55

76.90%(2) Budget Implementation: The Company did not disclose its financial forecasts of the year of2022, so it is not necessary to publicly disclose the implementation of the budget.
(3) Financial Status and Profitability
Unit: NT$ thousand
Annual revenue and expenditure
Item
2022
2021
Increase(decrease)
Interest Revenue
19,892
14,54136.80%
Interest Expense
38,33030,91124.00%

Financial
Structure
Liquidity
Analysis
Profitability

Item
Total debt to assets (%)
Long-term asset to real estate, plantand equipment ratio (%)
Current ratio (%)
Quick ratio (%)
Return on assets (%)
Return on equity (%)
Profit ratio (%)
After-tax earnings per share (NT$)
5

~ 4 ~

2022

2021

41.12
286.9742.28
259.53206.86136.76
12.89
21.82
13.88
6.28

206.04145.12
9.19
16.19
10.49
3.55

(4) Research and Development(A) Rectifier
To increase our overall competitiveness and gross margin, the Company invests a great
deal of manpower and budget every year in collecting market information, analyzing
market demand, and setting the direction and strategy for new product development. As
most of the mainstream products in the market today are becoming thin and light, ourproducts are also actively developing toward small, energy-saving, and comprehensive inorder to develop new markets. We have developed and increased market penetration inpersonal handheld products, automotive electronics, industrial control industry and white
goods market.
In recent years, with self-developed chip technology and the advantage of automatedpackaging, we have continued to develop Schottky rectifier, MOSFET, ESD protection,
automotive LED driver, automotive low dropout voltage regulator and other products.
The development of the new generation of trench Schottky rectifier, Super Junction
MOSFET, and Split Gate Technology MOSFET that can effectively reduce conduction
loss and switching loss to meet market trends and needs for environmental protection,energy-saving, and low power consumption. These new technologies will be developed ina full range to facilitate the promotion of active and passive safety applications forautomotive electronics, industrial, communications, and energy industries.
Fully automated die bonding technology and fully automated high-speed packaging,testing and printing technology have been fully introduced, which is conducive toenhancing product reliability and significantly increasing output and reducing costs to
expand market share and enhance profitability. Packaging technology has developed
higher current density surface mount power device components, which surpasses theEuropean, American and Japanese top tier manufacturers.
The development of ESD protection has been focused on multi-channel, ultra-low
junction capacitance and miniature packaging. Corresponding to the application of various
high-frequency transmission ports in the market, such as ESD protections on USB3.1,
USB3.0, USB2.0, HDMI2.0 ports.
The Company has put a full range of LED lighting product lines into mass production,
which can be applied to various solutions including isolation, non-isolation and dimming
features. The dimming series covers existing dimming methods such as linear dimming,
PWM dimming, etc., as well as various integrated high-voltage MOSFET solutions, whichhave reached maturity and have been adopted by international manufacturers, and which
has continued to grow steadily. Facing a low-price, competitive market in China, thecompany actively seeks products with higher quality and gross profit. The Company also
cooperates with customers to develop customized products, particularly focusing on
automotive products as it has been the main R&D project in recent years, including theautomotive LED Driver ICs, which can cover all kinds of voltage and applications ofautomotive lighting, such as headlamps, tail lamps, fog lamps, daytime running lamps andso on. Various low power consumption and high output current automotive low-dropout
and low power consumption regulator ICs are also being developed, which can be used tosupply 3.3V and 5V voltage regulators to automotive MCUs, and some of them have beendeveloped independently. The Company has invested more manpower and equipment costsin the verification of vehicle regulations and is now gradually passing the qualification of
AEC-Q100 standard. We hope to gain the recognition of automotive customers with highquality and service.
(B) Barcode printerWith the increase in applications for automatic identification in the global market, theCompany spent NT$229,823 thousand on research and development in 2022, accounting
for 3% of the revenue and will continue invest in network applications, network security,
6

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and cloud software and hardware application and development to expand the Company's
market coverage. In addition to developing new generation products and applications in
new fields, the Company will focus on automated data collection, product mobility, RFID
applications, online barcode detection and linerless environmental label applications. The
Group will also spend the funds on the capital expenditures on labeling paper equipment tostrengthen competitiveness and ensure sustainable growth.
2. 2023 Business Plan
(1) Business Policy(A) Rectifier(1) Continue to create global marketing channels to increase global market share(2) Strengthen the professional marketing team both domestically and internationally.
Providing technical and comprehensive services to customers and improve our brandimage(3) Continue to expand our R&D team to create and maintain leading technology andrapidly develop next-generation products(4) Continue to develop and implement the most advanced production equipment toincrease profitability by increasing productivity and reducing costs(5) Actively develop new packaging technologies and higher current density surface
mount power device packages to meet market demand(6) Seek cooperation with world known companies(7) Continue to develop small signal products for automotive applications and offer acomprehensive product line for automotive electronics(8) Actively promote automotive analog ICs, SOI MOSFET, LED driver ICs, and highpower density products to enhance product value and profitability with integrated
solution sales and win customers' trust and reliance.
(9) Continue the development and production of upstream wafer products to integrate
upstream and downstream supply, and ensure stable supply of key raw materials andabsolute cost advantage(10) Develop new products with big international companies to create high profitability
with oligopoly supply chain(B) Barcode printer
The Company continues to develop the manufacturing and service of automatic
identification system, actively expand the marketing channels of the low, middle andhigh-end product lines, and continue to plan upstream and downstream strategic
investments, deepen the operation of the Company's own brand in all regions of the world,and expand the manufacturing and service of hardware and software. The Company also
intends to increase customer usage of intelligent services for automatic identification
system, so as to provide customers with a more complete service network and develop new
growth momentum.
(2) Important Production and Marketing Policies(A) Rectifier
The Company's industry is a semi-conductor industry. The Company's current production
and sales policy is a combination of build to stock and make-to-order production. In thisregard, the annual production and sales policy is formulated based on overall industrial
market development, market supply and demand, the Company’s established capacity andinventory level. Depending on the actual order status, it can be adjusted at any time tomaintain the optimal inventory level.
(B) Bar Code printerFuture production and marketing policies will focus on the following:
7

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1. Ensure stability and quality of supplies from important suppliers and maintain appropriate
inventory levels and turnover rates
2. Strengthen the education and training of regional distributors to enhance sales
3. Continue to develop emerging markets and mature markets.
(3) Operation Goals(A) Rectifier
The Company's main products are rectifier diodes and analog ICs. Taking into
account the competition and market conditions, the sales projection for 2023 is asfollows:
Products
2023 sales projection
2022 actual sales
Rectifier Diode5,596,986(kpcs)
4,443,018(kpcs)
Small signal products

1,797,234(kpcs)

1,867,206(kpcs)

MOSFET

305,924 (kpcs)

287,774(kpcs)

Analog IC

136,912(kpcs)
130,243(kpcs)
Technical Marketing comprehensive promotion with a total solution for different
industries. Because of the increasing popularity of hybrid electric vehicles and electricvehicles in the automotive electronics market, the market demand for power devices has
increased dramatically. The high power AC-DC converter, low loss MOSFET (FET),
low loss voltage regulator, surge absorber (TVS), electrostatic protection, fast recovery
diode, and transistor continue selling to European, American, and Japanese companies, inthe meantime, the Company developed the rapidly growing Chinese and Indian
automotive electronics companies. Due to the regulation amendment in vehicle lighting,it is necessary to install daytime lighting. Also, due to energy-saving and new lighting
product trends, LED lighting is rapidly emerging in automotive applications, and thecapacity is growing to multiply many times. The company also provides overall solutions
actively in the vehicle lighting market, and introduces them to European, American, andJapanese automotive electronics manufacturers.
In addition to the existing products of high power Bridge Rectifier and high power
rectifier for automobile and locomotive charging systems, the new product high power
MOS is adopted as an automotive electronics certificated manufacturer, which shortensthe certification time.
In the LED lighting industry, the new products LED module and LED driver, whichcontains simplified constant current rectifying function design, with a full range ofsolutions including surface mount Bridge rectifier, Schottky, MOSFET, Small-signal
products, promote the high demanded Ball steep light and striplight to the American andEuropean lighting companies. In addition to small lighting products, the new products
also develop the AC-DC LED applications and are imported into American and Japanesemanufacturers.
The industrial application market is dominated by foreign competitors, especiallythe renewable energy industry (solar systems and power converters) has thecharacteristics of low substitution and high gross margin, which is difficult for the local
and Chinese manufacturers to introduce. The Company has a long-term experience ofhigh quality control and performance in the automobile electronics industry and the fast
globalized local design service. In addition to the existing products, new products likefast recovery rectifier, low loss high junction temperature Trench Schottky, and low loss
high power MOSFET are being promoted all-inclusively.
8

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In recent years, the considerable business opportunities in automobile electronics,
detecting instruments, industrial control, and major appliances markets attract more andmore foreign manufacturers to enter. The Company will develop the different
specifications of Hall effect IC and flux collector, which are used in automobiles,
industry, major appliances, and the consumer market. In these markets, these ICs areused in different kinds of measurement of position and angle. Take automobile
electronics electoral power steering system as an example, linearity and angle Hall effect
IC collector can measure the angle, running torque, and an engine speed of the steering
wheel.
To consolidate the existing product lines and promote the consumer electronics
industry, like TV, PC/Tablet, STB, Home appliance, Gaming, GPS, the Company
continues to increase the amount of shipment like Bridge rectifier, MOS, Schottky, Zener
diode, switching diode, different types of the voltage regulator, high recovery rectifier
etc.
The TVs combine with internet and video function, high frequency, and multiple
connecting ports. To protect ICs, the electrostatic protection component and wave
filtering component are more needed. The development of new series of electrostatic
protection products includes multiple output Array and combine with EMI Filter. Under
the need of Eco-Friendly, all end products are pursuing high efficiency and low loss. The
new products develop low-impedance MOS, low loss voltage regulator, low loss bridge
rectifier, Ultra-low capacitance electrostatic protection component, etc.
Machine to Machine, because of the need for revolutionary applications due to therise of the Internet of Things and the 5G communication smart city, the Ultra-low loss
SOI MOSFET and low power trench Schottky, high power low voltage small patch TVS
are being promoted.
(B) Bar Code Printer
The Company’s major income source is the sales, service, and sales of label paper of theautomatic recognition printer. The estimated sale in 2023 as follow.
Unit: Thousand
Products

2023 sales projection

2022 actual sales

Automatic
800
700
identification printerOn the basis of the estimation, the key points for future production and marketing policies
are as follows:
1. Ensure stability and quality of supplies from important suppliers and maintainappropriate inventory levels and turnover rates
2. Continue to expand the scale of global operations and strengthen the corecompetitiveness of the Company's operating fundamentals.
3. Provide a comprehensive high-quality service and establish business capacity.
3. Future Development Strategies and Influence from External Competition, Regulations andMacro-operating Environment(1) Future Development Strategies(A) Rectifier: Continuing to innovate technology, accelerate research and development,
increase product value, complete upstream and downstream deployment andinvestment opportunities in China to strengthen integration benefits.
(B) Bar Code printer: The Company continues to expand market share and enhancecompetitive advantage by marketing our own brand, optimizing
after-sales services and improving the quality of customer services,
9

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and continuing to provide a comprehensive one-stop services tocreate opportunities for multi-win growth.
(2) Influence from External Competition(A) Rectifier
The subsidy policy of local governments gives China’s semiconductor
manufacturers the advantage of competing at a low price, which has a certain impact on
the low-end application market. The company is still focusing on the development ofhigher specification products, from wider penetration of consumer electronics,
automotive electronics, industrial control to medical and communication equipment. We
expect to achieve a balanced development of low, medium and high application markets
and to occupy more areas with higher entry barriers to maintain a larger gap withcompetitors and improve profitability. Currently, the Company's new technology
development and existing high-end products are comparable to or even surpassing theworld's first-class manufacturers, and we expect to develop more innovative andrevolutionary products to surpass our world-class competitors and make outstanding
contributions to environmental protection, energy savings and carbon reduction.
(B) Bar Code printerAs the demand for automatic identification becomes more life-oriented and common,the demand for auto-recognition printing is becoming more and more active. In the faceof the external competitive environment, the Company continues to develop innovativetechnologies, strengthen core capabilities for resource integration and interdisciplinary
development, expand market cooperation and links, and actively face external challenges
with the goal of profitability and stable growth.
(3) Influence from Regulations(A) Rectifier
For adapting EU RoHS regulation, the Company provides all series of non-halogen
products, which are popular among the consumer companies from Europe, America,
Japan, and Korea. EISA2007 (Energy VI Efficiency) that demands higher standby power
consumption and power conversion efficiency of the electric products, has been executedsince 2016. For power devices, the wastage of electric property of rectifier and MOSFET
should be lower and a smaller packaging should be used. Major appliances are affected
the most. To cope with the legal requirement, they must be switched to variablefrequency voltage source due to the large consumption of motor and compressor. The
starter motor requires a higher voltage and soft switching ability for the powercomponents. The power components in major appliances with DC frequency conversion
have to concur with EMI factors, therefore it is difficult for other low-cost appeal
companies to compare the excellent research and development ability of TAIWANSEMICONDUCTOR Co., LTD. Additionally, due to the promoted policy of renewableenergy, the need for solar energy and renewable energy source is highly requested by not
only developed countries like North America, Japan, and Europe but also other emerging
markets. Our new products with low consumption of high junction temperature Schottky
can combine with solar module and power converter when used.
With the improvement of the battery technic in electric vehicles, the charging
specification has changed from AC to DC 600V direct charging. The power system ofvehicles will also change from a 12V 24V system to a 48V system. For this changing
power system, the design pool of the original suppliers needs to be replaced with a new
specification. It is a good design point for our new products high-voltage fast recovery
diode, ultra-low power consumption rectifier, and trench Schottky.
(B) Bar Code PrinterThere haven’t been significant influences for the Company that attributes to theimportant policy and law changes domestic and foreign in recent years.
10

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(4)Influence from Macro-operating Environment(A) Rectifier
Global Service-Customer management system and regional industrial development
expand the global division of labor without borders. The Company uses customer
management to respond to the rapidly changing electronics industry. Products from big
companies around the world are locally original designed, then be delivered andproduced in various places. Through “Account management”, OEM and IPO canachieve a perfect order service.
Regional industrial development helps to balance and to strengthen the productstructure. North American market focuses on automobiles, industry, telecommunication,and illumination. Japanese market focus on automobiles and industry. The European
market focuses on automotive electronics, industry, renewable energy sources, andillumination. Chinese market focuses on consumer electronics, automobiles, andindustry. The domestic demand market of emerging markets like India, South Asia,
Russia, and South America expands due to the rapid growth of the middle class. Basic
telecommunication, cable lighting construction, Home appliance, and Telecom, etc. are
the industries that have been introduced into.
In the rapidly changing economy, the global configuration strategy of the Company
has shown its efficiency and vision regarding OEM without frontiers and spreading therisk of the differences between strong and weak regional economics.
(B) Bar Code Printer
The Company follows all changes of regulation.
In the future, with the growing stability and the expansion of the applied field of rectifier and bar
code printer markets, the Company and each subsidiary company will uphold our innovative,
professional, and dedicated corporate philosophy. Also, keep strengthening the research anddevelopment and salability, improve our performance, and company profits, in order share the profits
with the stockholders, clients, and employees.

Chairman: Wang shiu Ting

President: Wang shiu Ting

11

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CFO: Cheng I-Cheng

No.2:
Audit Committee’s 2022 Review Report

Explanation:
The 2022 Audit Committee’s Review Report is attached as P.12.

12~ 11 ~TAIWAN SEMICONDUCTOR Co., LTD.
Audit Committee’s Review Report
The Board of Directors has prepared the business report, individual financial report, consolidated
financial report, and surplus earnings distribution proposal of 2022 of the company. Among them, theindividual financial report and consolidated financial report were appointed by the board of directors
to accountants Mei, Yuan-Zhen and Xu, Yu-Feng of KPMG to complete the audit and issue an audit
report. The business report, individual financial report, consolidated financial report, and surplus
earnings distribution proposal are reviewed by the Committee and found true and correct. The
Committee hereby submits the aforementioned reports and proposal for approval in accordance with
Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Submitted to:2023 Annual General Meeting of TAIWAN SEMICONDUCTOR Co., LTD.
TAIWAN SEMICONDUCTOR Co., LTD.
Convener of Audit Committee: Jhan Cian Long

Audit Committeeman: Lin Bo Sheng

Audit Committeeman: Fan Hong Shu

Audit Committeeman: Ma Shu Chuang

March 15, 2023

13

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3. Status report on the Endorsement and Guarantee, Loaning of Company Funds, Regulations
Governing the Acquisition and Disposal of Assets, the Trading of Financial Derivatives of theCompany and its subsidiaries in 2022.
Explanation:(1) The Endorsement and Guarantee of the Company and its subsidiaries:
1. Until December 31, 2022, there is no Endorsement and Guarantee by the Company.
2. Until December 31, 2022, there are USD 8 million of the aggregate balance ofendorsements guarantees by its subsidiaries.
(2) Loaning of Company Funds of the Company and its subsidiaries
1. Until December 31, 2022, there is no loaning of the Company.
2. Until December 31, 2022, the balance of loaning of each subsidiary is USD 20 million.
(3) Acquisition and Disposal of Assets
None (It hasn’t reached the level that shall announce and report. Buy-in and buy-out amountof the same security is under 300 million.)(4) Trading of Financial Derivatives
1. The Company’s realized loss of benefits of Trading of Financial Derivatives in 2022 is
NTD 7,562 thousand and be listed under non-operating expenditures. Until December 31,
2022, the trading transaction of unexpired financial derivatives is EUR 500,000. The
estimated unrealized loss is NTD 408 thousand.
2. The subsidiary’s realized loss of benefits of Trading of Financial Derivatives in 2022 is
NTD 46,646 thousand and be listed under non-operating expenditures. Until December
31, 2022, the trading transaction of unexpired financial derivatives is USD 9.2 million.
The estimated unrealized loss is NTD 186 thousand.

14~ 13 ~

4. Report on 2022 employees’ profit sharing bonus and directors’ compensation
Explanation:
According to Article 20 of the Article of Incorporation, in 2022, the Company contributes 1% as the
remuneration of the directors (NTD 19,886,508) and 7% as the employees’ consideration (NTD
139,205,558). All will be paid by cash.

15~ 14 ~

5.Report on the performance evaluation and compensation report of directors and managers
Explanation:
According to Article 7 of the Compensation committee manual of the Company, the Compensation
Committee shall evaluate the achievement of the performance goals of the directors and managers
regularly, and determine the content and amount of compensation based on the results from theperformance evaluation standards, then submit them to the shareholders meeting. Relevance andReasonableness of the relevant evaluation results as follow.
Content and account ofCompensation of directors
Evaluation mechanism of the 2022 performance self-evaluation and managers and relevanceboard of directors, eachresults of the board of directors,
andfunctional committee, etc.
each functional committee, etc.
reasonableness of theperformance evaluation
results
To implement corporate
1. Time of evaluation: January 1,
The remuneration of thegovernance, the company
2022 to December 31, 2022
directors, according to the
conducts an annual board
2. Result of overall performance
Articles 20 of Incorporation
performance evaluation in
self-evaluation report of internal of the Company, may be theDecember each year,
Board of directors.
remuneration of thefollowing the “TAIWAN(1)Participation in the company’s directors of the current year
SEMICONDUCTOR Co.,
operation: Average is good.
within the limit of 1% of theLTD. Compensation(2) Improvement of the decision
profit of the year. Also, thecommittee organization book” quality of the board of directors:
reasonable Payoffs will beand “Evaluation rules of the
Excellent
given, consider the
performance of the board of(3)Component and structure of the operating result of thedirectors”, which wereboard of directors: Average iscompany and individuals’
approved by the board ofgood.
contribution to thedirectors.
(4)Selection and continuing
company’s performance.
It includes the overall
education of the directors: Average The policies and procedures
operating situation of theis good.
for managers’ remuneration
board of directors, each
(5)The internal control: Excellent are based on “Payroll andfunctional committee, etc.,
3. Self-evaluation of internal board personnel cycle regulation”
also the performance of theof directors’ members: Good toof the Company and average
individual board of directors’ Excellent.
salaries level of the same
members. The evaluation
4. The evaluation of the Company position in the same
result and the improvement
based on the annual operating plan industry, the responsibility
plan will be submitted to theand the comparison of peerof the individual in theboard of directors.
companies’ business performances company, and the
The items of the performance as standard: Good
contribution of thereport of the internal board of 5. Results of the overall
company’s operating goal.
directors and each functional
self-evaluation report of each
The procedure forcommittee of the Company arefunctional committee.
determining remuneration isbased on Article 37 of the(1)Participation in the operating of based on the “Annual merit16~ 15 ~

“Corporate governance code”
of the Company, which
including 5 sides:
1. Participation in thecompany’s operating.
2. Improvement of thedecision quality of theboard of directors.
3. The component andstructure of the board of
directors.
4. Selection and continuing
education of the directors.
5. Internal control.
Self-evaluation items of theboard of directors including
six sides:
1. Mastery of the company’s
goal and mission.
2. Awareness of the board of
directors’ duty.
3. Participation in thecompany’s operating.
4. Internal relationship andcommunication.
5. The profession of theboard of directors andcontinuing education.
6. Internal control.

the company: Excellent.
rating evaluation regulation”(2)Responsibility awareness of the of the Company. In addition
functional committees:to the overall operating
Excellent.
performance of the(3)Improvement of the decisioncompany, the business risk
quality of the functionaland development trends,
committees: Excellent.
will also refer to the(4) Component and structure of the performance fill rate offunctional committees andindividuals, andelection of the members:
contribution to the
Excellent.
company’s performance.
(5)Internal control: Excellent.
Then, a reasonable
6. Self-evaluation of the functional remuneration will be given.
committees’ members:
The relevant performance
Excellent.
assessment and the7. The results of self-evaluation of reasonableness of thethe performance of the board of remuneration will bedirectors, functional committees, reviewed by the
etc., are submitted to the report Compensation Committeeof the board of directors on
and the board of directors
March 15, 2023.
and the remuneration
system will be reviewed any
time according to the actual
operating conditions andrelevant laws andregulations, to maintain thebalance of the Company's
sustainable operation andrisk control.

17~ 16 ~

Approval Items18~ 17 ~

Approval Items
Proposal 1

Proposed by the Board

Proposal: The Company’s 2022 Business Report and Financial Statements
Explanation:(1) The Company’s 2022 business report, standalone financial statement, andconsolidated financial statements have been approved by the Board and examined by
the audit committee.
(2) The business report, standalone financial statement, and consolidated financial
statements are attached in the Meeting Agenda, P. 4-10, 19-35.
Resolution:19~ 18 ~

KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

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+ 886 2 8101 6666
+ 886 2 8101 6667
kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TAIWAN SEMICONDUCTOR CO., LTD.:
OpinionWe have audited the financial statements of TAIWAN SEMICONDUCTOR CO., LTD. (“the Company”),
which comprise the statement of balance sheet as of December 31, 2022 and 2021, and the statement ofcomprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of the other auditors (please refer to Other Matter paragraph),the accompanying financial statements present fairly, in all material respects, the financial position of theCompany as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years thenended 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 Certification of Financial
Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of
the Financial Statements section of our report. We are independent of the Company in accordance with the Normof Professional Ethics for Certified Public Account of Republic of China "the code", and we have fulfilled ourother ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors,
we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of ouropinion.
Other Matter
We did not audit the financial statements of TSC Auto ID Technology Co., Ltd. (TSC Auto ID) of which
represented investment accounted for using the equity method of the Company. Those statements were auditedby the other Certified Public Accountants whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for TSC Auto ID, is based solely on the report of the other Certified Public
Accountants. The investment in TSC Auto ID amounted for using the equity method constituting 8.68% and8.26% of the total assets at December 31, 2022 and 2021, respectively, and the related share of profit ofsubsidiaries accounted for using the equity method constituting 17.16% and 26.34% of the total income before
tax for the years then ended respectively.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion onthese matters.

~ 19 ~

1. Valuation of accounts receivable
Please refer to Note 4(f) “Financial instruments” of the financial statements for details on the accounting
policy about valuation on accounts receivable; Note 5 “Assessment of impairment of trade receivable”
for details on the significant accounting assumptions and judgments, and major sources of the estimation
uncertainty on accounts receivable; and Note 6(c) “Notes and accounts receivable” for details on therelated explanation.
Description of key audit matter:
The Company has transactions with a large number of customers and the accounts receivable collection days
differ in length. As a result, the expected credit loss determined for accounts receivable lies in the
management ’s subjective judgment based on experience. Therefore, the accounts receivable of theCompany is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included (i) analyzing the reasonableness of the accounts receivable at the year-end
and considering the collection subsequent to the year-end. (ii) verifying the adequacy of the Company’s
expected credit loss provisions against trade receivables by assessing the relevant assumptions. (iii) taking
account of our own knowledge on recent collections experience in this industry and also historical data fromthe Company’s previous collections experience in order to assess the reasonableness of the expected credit
loss for accounts receivable. Besides, we assessed that the valuation of accounts receivable was disclosed thenotes to the parent Company only financial statements properly.
2. Impairment on investment accounted for using the equity method
Please refer to Note 4(h) “Investment in subsidiaries” of the financial statements for the details on theaccounting policy about investments accounted for using equity method; Note 6(e)” investments accounted
for using equity method” for details on the related explanation.
Description of key audit matter:
When the Company obtained the business combinations and its control, and recognized a goodwill in the
consolidated financial report, the amount is regarded as material. Besides, evaluating whether goodwill is
impaired depends on the estimation of the future cash flow of the cash-generating unit to determine therecoverable amount. The estimation of the future cash flow involves industrial environment and the forecastof the future operating results. Once the indicators of the forecast change, the recoverable amount will change
as well and may cause an impairment loss. Due to the investments are the important investees and the amountis regarded as material. Therefore, the impairment on investment amounted for using the equity method is ourof key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: (i) obtaining the assessment on impairment loss of goodwill reportprovided by the evaluator appointed by the management of TSC, as well as inquiring and assessing theprofessional ability and independence. (ii) appointing the internal expert to execute the related procedures toassess the reasonableness of the assumption used in the evaluation model and weighted average cost ofcapital. (iii) evaluating the previous operating conditions, the conditions of industrial environment and future
outlook, etc. in order to comprehensively determine the reasonableness of the assessment on impairment lossof goodwill.
The adoption of the independent auditor’s reports of TSC Auto ID issued by other Certified Public
Accountants included (i) communication of the related issue with other Certified Public Accountants, which
included sending audit instruction to other Certified Public Accountants and obtaining the independent
auditor’s report of TSC Auto ID issued by other Certified Public Accountants.

~ 20 ~

The audit procedure executed by other Certified Public Accountants included (i) obtaining the report of theassessment of impairment loss of goodwill provided by the evaluation expert appointed by the managementof TSC Auto ID. (ii) understanding and assessing the reasonableness of the recoverable amount based on theevaluation model. (iii) comprehensively assessing the reasonableness of the assessment of impairment loss of
goodwill based on the assumption used in the evaluation model, including sales growth rate, profit margin,
weighted average cost of capital (WACC, which includes risk-free return rate, volatility and risk premium),etc. and assessing the previous operating conditions, the conditions of industrial environment and future
outlook.
Our audit procedure also compare the difference of the investment amounted and the net assets of TSC Auto
ID (according to our ownership share) and observe TSC Auto ID ‘s stock price. In addition, (ii) we
assessed the related information was disclosed in the notes to the parent Company only financial statements
properly.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only
Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordancewith the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal
control as management determines is necessary to enable the preparation of financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability tocontinue 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 Company 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 Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with the Standards on Auditing of the Republic of China will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgment and professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the 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 areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control.

~ 21 ~

3.

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the 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 auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment inother entities accounted for using the equity method to express an opinion on this financial statements. We
are responsible for the direction, supervision and performance of the audit. We remain solely responsible forour audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements 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 ofmost significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s 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 report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Mei, Yuan-Chen andHsu, Yu-Feng.

KPMG
Taipei, Taiwan (Republic of China)
March 15, 2023

Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performanceand cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of
any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are thosegenerally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of
the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of
the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version
shall prevail.

~ 22 ~

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of

1100
1110
1150
1170
1180
1200
130X
1479

1517
1551
1600
1822
1840
1980
1990

AssetsCurrent assets:
Cash and cash equivalents (note 6(a))
Current financial assets at fair value through profit or loss - current (note6(b))
Notes receivable, net (note 6(c))
Accounts receivable, net (note 6(c))
Accounts receivable due from related parties, net (note 7)
Other receivables (note 7)
Inventories (note 6(d))
Other current assets

December 31, 2022
Amount%$Non-current assets:
Non-current financial assets at fair value through other comprehensive
income (note 6(b))
Investments accounted for using equity method (note 6(e))
Property, plant and equipment (note 6(f))
Intangible assets (note 6(g))
Deferred tax assets (note 6(l))
Other non-current financial assets (note 6(b))
Other non-current assets (note 6(h))

Total assets

See accompanying notes to parent company only financial statements.

10-567,039
152,006

52
618,016
670,796
38,005
1,193,998
109,435
3,769,845

-

10
1
32

531
718,390558,975
24,318760,114
69,3392,850,712

-

-

-

-

45
19
1
1
1
1
68

4,414,662
2,379,502
91,45339,221
55,41574,343
7,054,596

44
24
1
1
1
71

4,157
5,113,463
2,168,878
64,45970,59667,718141,359
7,630,630$

December 31, 2021
Amount%1,139,543-

5
6

11,400,475 100

New Taiwan Dollars)

6
1
7
6
8
1
29

9,905,308 100~ 23 ~

2100
2120
2150
2170
2181
2220
2230
2320
2399

Liabilities and Equity
Current liabilities:
Short-term borrowings (note 6(i))
Current financial liabilities at fair value through profit or loss (note 6(b))
Notes payable
Accounts payable
Accounts payable to related parties (note 7)
Other payables to related parties (note 7)
Current tax liabilities
Long-term borrowings, current portion (note 6(j))
Other current liabilities

2541
2570
2640

Non-Current liabilities:
Long-term borrowings (note 6(j))
Deferred tax liabilities (note 6(l))
Net defined benefit liability, non-current (note 6(k))

3110
3200
3300
3400
3500

Total liabilities
Stockholder’ equity attributable to parent:(note 6(m))
Common stock
Capital surplus
Retained earnings
Other stockholders’ equity
Treasury shares
Total equity
Total liabilities and equity

December 31, 2021
Amount%December 31, 2022
Amount%$590,000
408
482,502338,627
38,555
221,499
259,349
418,550
2,349,490
527,391
441,616
20,046
989,053
3,338,543

$

5
4
3
2
2
4
20
5
4
9
29

2,634,854 23
2,137,088 19
4,155,591 36(359,558) (3)(506,043) (4)8,061,932 71
11,400,475 100

370,720120
1,607
314,254664,236
55,327123,065
294,810
1,824,139
649,310382,147
23,057
1,054,514
2,878,653

4
3
7
1
1
2
18
7
4
11
29

2,650,854 27
2,166,799 22
3,247,117 32(531,125) (5)(506,990) (5)7,026,655 71
9,905,308 100

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2021

2022
Amount
4110
4190

5910

Total sales revenue (notes 6(n) and 7)
Less: Sales discounts and allowances
Net operating revenues
Cost of goods sold (notes 6(d) and 7)
Gross profit
Less:Unrealized profit (loss) from sales

6000
6100
6200
6300

Operating expenses (note 7):
Selling expenses
Administrative expenses
Research and development expenses

5000

7100
7010
7020
7050
7070

7950
8300
8310
8311
8330

8360
8361
8300

$

Operating income
Non-operating income and expenses (notes 6(o) and 7):
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries accounted for using equity method(note 6(e))

See accompanying notes to parent company only financial statements.

~ 24 ~

Amount

%

101
1
100
71
29
1
28

4,851,282
47,805
4,803,477
3,896,023
907,454
3,081
904,373

101
1
100
81
19
19

438,244297,659
81,604
817,507770,056

8
5
1
14
14

388,376
202,130
56,976
647,482
256,891

8
4
1
13
6

1
3

1,421
7,485
12,203(6,775)

15
19
33
5
28

734,675
749,009
1,005,900
123,095
882,805

3,635
28,629164,096(11,349)--

874,492
1,059,503
1,829,559
266,672
1,562,887

Profit before tax
Less: Income tax expenses (note 6(l))
ProfitOther comprehensive income:Components of other comprehensive income (loss) that will not bereclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans(note 6(k))
Share of other comprehensive income of subsidiaries accounted forusing equity method, components of other comprehensive incomethat will not be reclassified to profit or loss
Components of other comprehensive income (loss) that will bereclassified to profit or loss
Exchange differences on translation of foreign financial statements
Other comprehensive income (after tax)
Comprehensive income
Basic earnings per common share (NT dollars) (note 6(q))
Diluted earnings per common share (NT dollars) (note 6(q))%

5,755,056
55,901
5,699,155
4,058,148
1,641,007
53,444
1,587,563

$
$
$

15
15
21
3
18

2,549

-

(1,247)

-

1,752
4,301

-

(191)
(1,438)

-

3
3
31
6.28
6.23

(71,825)(73,263)809,542

(1)
(1)
17
3.55
3.52

171,567
175,868
1,738,755

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)

Share capital

Balance at January 1, 2021$
Net income
Other comprehensive income
Total comprehensive income
Conversion of convertible bands
Appropriation and distribution of retained earnings:
Provision of legal reserve
Provision of special reserve
Cash dividends
Adjustments of capital surplus for company's cash dividends received
by subsidiaries
Changes in equity of affiliate accounted for using equity method
Balance at December 31, 2021
Net income
Other comprehensive income
Total comprehensive income
Retirement of treasury shares
Subsidiaries purchase of treasury shares
Appropriation and distribution of retained earnings:
Provision of legal reserve
Provision of special reserve
Cash dividends
Adjustments of capital surplus for company's cash dividends received
by subsidiaries
Changes in equity of affiliate accounted using equity method
Balance at December 31, 2022$

Advancereceipts for
Ordinaryshare capitalshares2,494,539
22,196
156,315(22,196)

See accompanying notes to parent company only financial statements.

Total other
equity interest
Exchange
Retained earnings
differences ontranslation of
UnappropriatedCapital
Total retained foreign financial
retainedstatements
surplusearnings
earnings
Legal reserve Special reserve
Treasury shares
1,516,265
830,920445,618
1,484,440
2,760,978(459,300)(506,990)
882,805
882,805(1,438)(1,438)(71,825)881,367
881,367(71,825)
604,864----

53,9672,650,854(16,000)--

20,40025,2702,166,799(69,482)
-

-

-

-

2,634,854-

37,0002,771
2,137,088

13,682--884,887-459,300-

88,137~ 25 ~----

71,825--

973,024

531,125

Total equity
5,827,688
882,805(73,263)809,542
738,983(53,967)(13,682)(395,228)(395,228)--(395,228)

1,902,930
1,562,887
4,301
1,567,188-

3,247,117
1,562,887
4,301
1,567,188-(531,125)
171,567
171,567-(506,990)
85,482(84,535)

20,40025,2707,026,655
1,562,887
175,868
1,738,755(84,535)(88,137)(71,825)(658,714)(658,714)--(658,714)

2,651,442

4,155,591(359,558)(506,043)

37,0002,771
8,061,932

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)

2022
Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Net loss on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Share of profit of subsidiaries accounted for using equity method
Gain on disposal of property, plan and equipment
OthersTotal adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
(Increase) decrease in notes receivable(Increase) decrease in accounts receivable
Increase in accounts receivable due from related parties
Increase in other receivable
Increase in inventories(Increase) decrease in other current assets
Decrease in notes payable
Increase in accounts payable
Increase (decrease) in accounts payable to related parties
Increase in other payable
Increase (decrease) in other payable to related parties
Increase in other current liabilities
Decrease in net defined benefit liability
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets(Increase) decrease in other non-current assets
Increase in prepayments for equipment
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term loans
Repayments of convertible bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Cash dividends paid
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period

See accompanying notes to parent company only financial statements.

$

2021

1,829,559

1,005,900

319,548
48,443
1,701
9,810(3,635)(874,492)(2,792)53,444(447,973)

319,368
37,443
1,966
5,341(1,421)(734,675)
(819)
3,081
(369,716)

150,593479
100,374(111,821)(13,231)(433,884)(40,096)(1,607)
168,248(325,609)
637(16,772)
123,740(462)(847,384)
982,175
3,179
250,906(10,913)(140,144)
1,085,203(149,691)(498)(251,660)(169,242)(13,695)(151,930)
7,708
(45)
109,498
131,409296
27,22499,561(577)(731,358)
274,5421,439
356,977(5,761)(74,360)
552,837(4,157)(52,494)
3,475(21,449)(2,617)(133,453)(210,695)(46,996)713(27,475)
13,199(53,363)(113,922)

219,280(236,240)(41,900)
379,760-$~ 26 ~

139,320(1,890)(658,714)(302,004)
572,504
567,039
1,139,543(395,228)(293,608)
145,307421,732
567,039

Representation Letter

The entities that are required to be included in the combined financial statements of TAIWANSEMICONDUCTOR CO., LTD. as of and for the year ended December 31, 2022 under theCriteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, andConsolidated Financial Statements of Affiliated Enterprises are the same as those included in
the consolidated financial statements prepared in conformity with International Financial
Reporting Standards No. 10, "Consolidated Financial Statements. "endorsed by the Financial
Supervisory Commission of the Republic of China. In addition, the information required to bedisclosed in the combined financial statements is included in the consolidated financial
statements. Consequently, TAIWAN SEMICONDUCTOR CO., LTD. and Subsidiaries do notprepare a separate set of combined financial statements.

Company name: TAIWAN SEMICONDUCTOR CO., LTD.
Chairman: Wang Shiu-Ting
Date: March 15, 2023

~ 27 ~

KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

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網

話 Tel
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址 Web

+ 886 2 8101 6666
+ 886 2 8101 6667
kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TAIWAN SEMICONDUCTOR CO., LTD.:
OpinionWe have audited the consolidated financial statements of TAIWAN SEMICONDUCTOR CO., LTD. (“theCompany”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as ofDecember 31, 2022 and 2021, the consolidated statement of comprehensive income, consolidated changes inequity and cash flows for the years then ended, and notes to the consolidated financial statements, including asummary of significant accounting policies.
In our opinion, based on our audits and the report of the other auditors (please refer to Other Matter paragraph),the accompanying consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performanceand its consolidated cash flows for the years then ended in accordance with the Regulations Governing the
Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards(“IFRSs”), International Accounting Standards (“IASs”), Interpretations, developed by the International
Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interprotations Committee(“SIC”) endorsed and issued into effect. By the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Regulations Governing
Auditing and Certification of Financial Statements by Certified Public Accountants, and Standards on Auditingof the Republic of China. Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of TAIWAN SEMICONDUCTOR CO., LTD. and its subsidiaries in accordance with theCertified Public Accountants Code of Professional Ethics in Republic of China, and we have fulfilled our otherethical responsibilities in accordance with the Code. Base on our audits and the report of the other auditors, we
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Other Matter
We did not audit the financial statements of TSC Auto ID Technology Co., Ltd. (TSC Auto ID) of the Group.
Those statements were audited by the other Certified Public Accountants whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for TSC Auto ID, is based solely on the report ofthe other Certified Public Accountants. The financial statements of TSC Auto ID reflect the total assets
constituting 39.48% and 41.27% of the consolidated total assets at December 31, 2022 and 2021, respectively,
and the total operating revenues constituting 50.79% and 51.97% of the consolidated total operating revenues
for the years then ended respectively.
The company has additionally prepared its parent-company-only financial statements as of and for the years
ended December 31, 2022 and 2021, on which we have issued an unqualified opinion with other mattersparagraph.

~ 28 ~

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of ouraudit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
1. Valuation of accounts receivable
Please refer to Note 4(g) “Financial instruments” of the consolidated financial statements for details on
the accounting policy about valuation on accounts receivable; Note 5 “Assessment of impairment of tradereceivable” for details on the significant accounting assumptions and judgments, and major sources of theestimation uncertainty on accounts receivable; and Note 6(c) “Notes and accounts receivable” for details
on the related explanation .
Description of key audit matter
The Group has transactions with a large number of customers and the accounts receivable collection days
differ in length. As a result, the expected credit loss determined for accounts receivable lies in the
management’s subjective judgment based on experience. Therefore, the accounts receivable of the Group is
one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included (i) analyzing the reasonableness of the accounts receivable at the year-end
and considering the collection subsequent to the year-end. (ii) verifying the adequacy of the Group’s
expected credit loss provisions against trade receivables by assessing the relevant assumptions. (iii) taking
account of our own knowledge on recent collections experience in this industry and also historical data fromthe Group’s previous collections experience in order to assess the reasonableness of the expected credit loss
for accounts receivable. Besides, we assessed that the valuation of accounts receivable was disclosed thenotes to the consolidated financial statements properly.
2. The assessment of impairment loss of goodwill
Please refer to Note 4(l) “Impairment of nonfinancial assets” of the consolidated financial statements fordetails on the accounting policy related to impairment loss of goodwill; and Note 6(i) “Goodwill” fordetails on the related explanation.
Description of key audit matter
When the Group obtained the business combinations and its control, and recognized a goodwill in the
consolidated financial report, the amount is regarded as material. Besides, evaluating whether goodwill is
impaired depends on the estimation of the future cash flow of the cashgenerating unit to determine therecoverable amount. The estimation of the future cash flow involves industrial environment and the forecastof the future operating results. Once the indicators of the forecast change, the recoverable amount will change
as well and may cause an impairment loss.
How the matter was addressed in our audit:
Our key audit procedures included: (i) obtaining the assessment on impairment loss of goodwill reportprovided by the evaluator appointed by the management of TSC, as well as inquiring and assessing theprofessional ability and independence. (ii) appointing the internal expert to execute the related procedures toassess the reasonableness of the assumption used in the evaluation model and weighted average cost ofcapital. (iii) evaluating the previous operating conditions, the conditions of industrial environment and future
outlook, etc. in order to comprehensively determine the reasonablesness of the assessment on impairment lossof goodwill.

~ 29 ~

The adoption of the independent auditor’s reports of TSC Auto ID issued by other Certified Public
Accountants included (i) communication of the related issue with other Certified Public Accountants, which
included sending audit instruction to other Certified Public Accountants and obtaining the independent
auditor’s report of TSC Auto ID issued by other Certified Public Accountants. The audit procedure
executed by other Certified Public Accountants included (1) obtaining the report of the assessment of
impairment loss of goodwill provided by the evaluation expert appointed by the management of TSC Auto ID.
(2) understanding and assessing the reasonableness of the recoverable amount based on the evaluation model.
(3) comprehensively assessing the reasonableness of the assessment of impairment loss of goodwill based on
the assumption used in the evaluation model, including sales growth rate, profit margin, weighted average
cost of capital (WACC, which includes risk-free return rate, volatility and risk premium), etc. and assessing
the previous operating conditions, the conditions of industrial environment and future outlook. In addition, (ii)
we assessed the audit procedure designed by other Certified Public Accountants according to related auditing
standards and that the related information was disclosed in the notes to the consolidated financial statements
properly.
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 inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs,
IASs, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the
Republic of China, and for such internal control as management determines is necessary to enable thepreparation 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.
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 auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with the Standards on Auditing of the Republic of China will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional
judgment and professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due tofraud 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 areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theGroup’s internal control.

~ 30 ~

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon 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 auditor’s 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 auditor’s 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 thedisclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the Group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements 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 ofmost significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s 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 report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Mei, Yuan-Chen andHsu, Yu-Feng.

KPMG
Taipei, Taiwan (R.O.C)
March 15, 2023

Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial
performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China andnot those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are thosegenerally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of theChinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the
English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shallprevail.

~ 31 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of

1100
1110
1150
1170
1200
1220
130X
1410
1476

1517
1600
1755
1822
1805
1840
1980
1990

AssetsCurrent assets:
Cash and cash equivalents (note 6(a))
Current financial assets at fair value through profit or loss (note 6(b))
Notes receivable, net (note 6(c))
Accounts receivable, net (note 6(c))
Other receivables
Current tax assets
Inventories (note 6(d))
Prepayments
Other current financial assets (note 6(b))

December 31, 2022
Amount%$Non-current assets:
Non-current financial assets at fair value through other comprehensive
income (note 6(b))
Property, plant and equipment (note 6(f))
Right-of-use assets (note 6(g))
Intangible assets (note 6(h))
Goodwill (note 6(i))
Deferred tax assets (note 6(p))
Other non-current financial assets (note 6(b))
Other non-current assets (note 6(j))

3,595,681
1,798
588
3,015,880
105,789409
3,500,033
251,545599,488
11,071,211
4,157
4,483,033
229,239
308,413
1,136,565
458,165
83,020443,016
7,145,608

New Taiwan Dollars)

December 31, 2021
Amount
%

20
17
1
19
1
3
61

2,701,648
155,067751
2,950,815
63,284929
2,444,825
177,271373,5848,868,174

17
1
19
15
1
2
55

2100
2120
2150
2170
2200
2230
2322
2280
2399

Liabilities and Equity
Current liabilities:
Short-term borrowings (note 6(k))
Current financial liabilities at fair value through profit or loss (note 6(b))
Notes payable
Accounts payable
Other payables (note 6(m))
Current tax liabilities
Long-term borrowings, current portion (note 6(l))
Lease liabilities, current (note 6(n))
Other current liabilities

-

-

-

25
1
2
6
3
2
39

4,501,135
280,665
388,016
1,024,426
456,197
71,583395,775
7,117,797

28
2
3
6
3
3
45

2540
2580
2640
2570
2670

Non-Current liabilities:
Long-term borrowings (note 6(l))
Lease liabilities non-current (note 6(n))
Net defined benefit liabilities, non-current (note 6(o))
Deferred tax liabilities (note 6(p))
Other non-current liabilities

3110
3200
3300
3400

Total liabilities
Stockholder’ equity attributable to parent:(note 6(q))
Common stock
Capital surplus
Retained earnings
Other stockholders’ equity

3500
36XX
Total assets

See accompanying notes to financial statements.

$

18,216,819 100

15,985,971 100~ 32 ~

Treasury shares
Total equity attributable to owners of parent
Non-controlling interests (note 6(e))
Total equity
Total liabilities and equity

December 31, 2021
Amount%December 31, 2022
Amount
%$1,466,515
2,392
1,648,557
1,065,266
415,066
322,349
106,012
325,900
5,352,057
1,084,391
123,21435,000825,106
71,5682,139,279
7,491,336

2,634,854
2,137,088
4,155,591(359,558)$8

921,426563
1,607
1,673,549
883,040
412,838
65,000113,331
232,6814,304,035

6
10
6
3
1
1
27

5
12
41

1,484,310
190,820
42,788684,722
51,7872,454,427
6,758,462

10
1
4
15
42

14
12
23
(2)

2,650,854
2,166,799
3,247,117(531,125)

17
14
20
(4)

9
6
2
2
2
29
6
1
-

(506,043) (3)8,061,932 44
2,663,551 15
10,725,483 59
18,216,819 100(506,990) (3)7,026,655 44
2,200,854 14
9,227,509 58
15,985,971 100

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2021

2022
Amount
4110
4190

6000
6100
6200
6300

Total sales revenue (note 6(s))
Less: Sales discounts and allowances
Net operating revenues
Cost of goods sold (note 6(d))
Gross profit
Operating expenses (notes 6(o) and (u)):
Selling expenses
Administrative expenses
Research and development expenses

7100
7010
7020
7050

Operating income
Non-operating income and expenses (note 6(t)):
Interest income
Other income
Other gains and losses
Finance costs

5000

7950
8300
8310
8311
8349

8360
8361
8399

8300

$ 16,442,867
755,733
15,687,134
10,337,968
5,349,166

Components of other comprehensive income (loss) that will be reclassified
to profit or loss
Exchange differences on translation of foreign financial statements
Income tax related to components of other comprehensive income that will
be reclassified to profit or loss
Other comprehensive income (after tax)
Comprehensive income
Net income attributable to:
Owners of the parent
Non-controlling interests (note 6(e))

19,892
46,025
197,944(40,452)
223,409
3,013,930
837,015
2,176,915

Basic earnings per common share (NT dollars) (note 6(v))
Diluted earnings per common share (NT dollars) (note 6(v))~ 33 ~

%
103
3
100
69
31

8
6
2
16
18

9
5
2
16
15

1
1
19
5
14

1,175,935
726,018
316,861
2,218,814
1,908,907
14,541
46,312
10,864(32,992)
38,725
1,947,632
565,737
1,381,895

15
4
11

7,368

-

(1,771)

-

7,368

-

(1,771)-

2(125,433)

(1)

2
2
16

15,123(110,310)(112,081)
1,269,814

(1)
(1)
10

10
4
14

882,805
499,090
1,381,895

7
4
11$ 1,738,755
11739,3185$ 2,478,073
16
$
6.28
$
6.23

809,542460,272
1,269,814

6
4
10
3.55
3.52

-

341,796(48,006)
293,790
301,158$ 2,478,073$ 1,562,887
614,028$ 2,176,915

Comprehensive income attributable to:
Owners of the parent
Non-controlling interests (note 6(e))

Amount105 13,612,887
5
435,470
100 13,177,417
66 9,049,696
34 4,127,721

1,296,411
906,846
355,388
2,558,645
2,790,521

Profit before tax
Less: Income tax expenses (note 6(p))
ProfitOther comprehensive income:Components of other comprehensive income (loss) that will not bereclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans
Income tax related to components of other comprehensive income that will
not be reclassified to profit or loss

See accompanying notes to financial statements.

%-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
Share capital

Balance at January 1, 2021$

Ordinaryshares2,494,539

Total other equity
interest
Exchangedifferences ontranslation of
Total equity
Unappropriated Total retained foreign financial
attributable to Non-controllingstatements
earnings
interests
Legal reserve
Special reserve retained earnings
Treasury shares owners of parent
830,920445,618
1,484,440
2,760,978(459,300)(506,990)
5,827,688
2,020,901
Retained earnings

Advancereceipts forshare capital
22,196

Capitalsurplus1,516,265

Net income

-

-

-

-

-

882,805

882,805-

882,805

499,090

Other comprehensive income

-

-

-

-

-

(1,438)(1,438)(71,825)-(73,263)(38,818)(112,081)

-

-

-

-

-

881,367

881,367(71,825)-

809,542460,272

1,269,814--

738,983

Total comprehensive income
Conversion of convertible bonds

156,315(22,196)604,864--

Total equity
7,848,589---

1,381,895-

738,983

Appropriation and distribution of retained earnings:
Provision of legal reserve

-

-

-

Provision of special reserve

-

-

-

-

Cash dividends

-

-

-

-

-

-

-

Adjustments of capital surplus for company's cash dividends
received by subsidiaries

53,967

20,400Changes in equity of affiliate accounted for using equity
method--Changes in non-controlling interests

-

-

-

Balance at December 31, 2021

25,270(53,967)

-

-

-

-

-

-

(13,682)

-

-

-

-

-

-

-

(395,228)(395,228)--(395,228)-(395,228)

-

-

-

-

-

20,400-20,40025,270-13,682

-

-

-

-

-

-

-

-

-

-

-

-

-

(280,319)(280,319)

2,650,854-

2,166,799

1,902,930

3,247,117(531,125)(506,990)

7,026,655

2,200,854

9,227,509

Net income

-

-

-

-

-

1,562,887

1,562,887--

1,562,887

614,028

2,176,915

Other comprehensive income

-

-

-

-

-

4,301

4,301

171,567-

175,868

125,290

301,158

-

-

-

-

-

1,567,188

1,567,188

171,567-

1,738,755

739,318

2,478,073

-

-

-

-

-

85,482

-

-

-

-

-

(84,535)

Total comprehensive income
Retirement of treasury shares(16,000)

Subsidiaries purchase of treasury shares--(69,482)-

884,887459,300

25,270-(84,535)--(84,535)

Appropriation and distribution of retained earnings:
Provision of legal reserve

-

-

-

Provision of special reserve

-

-

-

-

Cash dividends

-

-

-

-

-

-

-

Adjustments of capital surplus for company's cash dividends
received by subsidiaries

88,13737,000Changes in equity of affiliate accounted for using equity
method--Changes in non-controlling interests

-

-

-

2,634,854-

2,137,088

Balance at December 31, 2022

See accompanying notes to financial statements.

$

2,771

(88,137)

-

-

-

-

-

-

(71,825)

-

-

-

-

-

-

-

(658,714)(658,714)--(658,714)-(658,714)

-

-

-

-

-

37,000-37,0002,771-

71,825

-

-

-

-

-

-

-

-

-

-

-

-

-

(276,621)(276,621)

2,651,442

4,155,591(359,558)(506,043)

8,061,932

2,663,551

10,725,483

973,024

531,125~ 34 ~2,771

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)

2022
Cash flows from (used in) operating activities:$
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Loss on disposal of property, plant and equipment
Reversal of impairment (gain) or loss on non-financial assets
OthersTotal adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
(Increase) decrease in notes receivable
Increase in accounts receivable
Increase in other receivables
Increase in inventories
Increase in prepayments(Increase) decrease in other financial assets
Decrease in notes payable
Increase (decrease) in accounts payable
Increase in other payable
Increase in other current liabilities
Decrease in net defined benefit liabilities
Increase in other non-current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other financial assets
Acquisition of intangible assets
Increase in other non-current assets
Increase in prepayments for equipment
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Repayments of convertible bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Repurchase of treasury shares
Change in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period$

See accompanying notes to financial statements.

~ 35 ~

2021

3,013,930

1,947,632

790,180
140,791
1,380
51,151
38,330(19,892)
4,840
(595)
2,771
1,008,956

732,723
123,565
9,563(8,726)30,911(14,541)
3,601
2,701
25,270905,067

103,947
163(66,445)(42,049)(1,055,208)(92,899)(225,904)(1,607)(24,992)
181,589
92,684(7,788)17,577(111,976)
2,901,954
19,436(28,454)(695,851)
2,197,085(143,918)(565)(591,627)(15,396)(644,378)(7,114)
108,236(45)
502,115
248,737
93,849(2,459)5,253
457,755
2,405,387
14,559(18,424)(409,095)
1,992,427(4,157)(526,957)
5,531(11,437)(35,317)(27,074)(92,105)(691,516)(525,777)
2,421(3,979)(26,639)(45,846)(156,963)(756,783)

545,089(480,528)(41,900)
679,760(430,000)(35)(86,168)(374,828)

419,320(561,890)(130)(127,258)(621,714)(84,535)(276,621)(707,739)
96,203894,033
2,701,648
3,595,681(280,319)(1,014,018)(83,648)
137,978
2,563,670
2,701,648

Proposal 2

proposed by the Board

Proposal: The Company’s 2022 earnings Distribution.

Explanation:(1) In order to improve the capital structure and avoid dilution of earnings, theCompany proposes full cash dividend distribution.
(2) The net profit after tax in 2022 was NT$1,562,886,413, the Company
appropriates NT$156,718,710 to legal reserve, and adds beginning retained
earnings NT$ 1,084,254,443 and adds remeasurements of defined benefit plans
NT$ 4,300,684. The distributable earnings amounted to NT$ 2,494,722,830.
The Company plans to distribute the dividends to shareholders with NT$
1,053,941,944 all in cash. After the approval of the general meeting ofshareholders, an ex-dividend date and payment date for cash dividends will beset. Dividends are allocated based on the shareholding ratio of shareholders
listed on Shareholders’ Rosters on the ex-dividend record date; NT$ 4.0 per
share. The cash dividends shall be distributed to the NTD (decimals arerounded down). The total number of fractional amounts below NT$1 shall belisted as the Company's other income.
If there is an increase or decrease in the total number of outstanding shares of
the Company, which results in a change in the shareholders’ payout ratio, it is
proposed to request the shareholders' meeting to authorize the Board of
Directors to deal with the matter in its sole discretion.
(3) Please refer to Earnings Distribution Table on page 37 of this Meeting Agenda.

Resolution:21~ 36 ~TAIWAN SEMICONDUCTOR CO., LTD.
Fiscal Year 2022
Earnings Distribution Table
Unit: NTD
Items

Subtotal

Beginning retained earnings (Beginning Balance)

Total

1,084,254,443

Add: 2022 Net profit after tax

1,562,886,413

Add：Remeasurements of defined benefit plan

4,300,684

Less: 10% legal reserve

156,718,710

Distributable earnings

2,494,722,830

Less：Distributable items(1) Dividend to shareholders (NTD 4.0 per share)(NTD 4.0 per share of cash dividend) ----(Note)

1,053,941,944

Unappropriated retained earnings (Ending Balance)

1,053,941,944
1,440,780,886

Note:1) If there is an increase or decrease in the total number of outstanding shares of the Company, which results in achange in the shareholders’ payout ratio, it is proposed to request the shareholders' meeting to authorize the Board of
Directors to deal with the matter in its sole discretion.
2) Total Stock dividend of the director for the current period NTD
1,053,941,944
3) 2022 net profit after tax after distribution NTD
356,526,443 Hasn’t been distributed.

22~ 37 ~

Discussion Items23~ 38 ~

Discussion Items
1.
Proposed by the Board
Proposal:
To Amend the rules for the corporation by-laws
Explanation:(1) To meet the need of the Company's future development. We plan to amend the corporation
by-laws of the company, and the comparison table of amendment is below. We propose forthe approval of 2023 shareholders meeting.
(2) Please proceed to discuss.
TAIWAN SEMICONDUCTOR Co., LTD.
Comparison Table of Amendment of “Corporation by-laws”
ArticleCurrent Content
Amended Content
Article 5: The total capital of the company is The total capital of the company israted at NT$3.6 billion, divided into rated at NT$9 billion, divided into
360 million shares, and the amount 900 million shares, and the amount
per share is NT$10, and the board of per share is NT$10, and the board
directors is authorized to issue shares of directors is authorized to issue
on a separate basis. In the above total shares on a separate basis. In thecapital, NT$100 million was above total capital, NT$100 million
reserved, and the shares were divided was reserved, and the shares were
into 10 million shares at par value of divided into 10 million shares at par
NT$10 per share, which is for the value of NT$10 per share, which isissuance of employees' share for the issuance of employees' sharesubscription warrants in order to subscription warrants in order toexercise the subscription right. It exercise the subscription right. It
shall be issued separately based on shall be issued separately based on
the resolution of the board of the resolution of the board of
directors. The un-issued shares may directors. The un-issued shares may
be issued at several times by the be issued at several times by the
Board of Directors.
Board of Directors.
Article 22 ‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧The 45th amendment in June 19,
2023

Resolution:24~ 39 ~

RemarkTo meetthe needsof theCompany’s future
operatinganddevolvement.

Follows thisamendment

Proposal 2

Proposed by the Board

Proposal：To amend the articles of Company’s “Regulations Governing the Acquisition
and Disposal of Assets”.
Explanation︰(1) Proposed amendments to the Company’s “Regulations Governing theAcquisition and Disposal of Assets” to meet the operating requirement for theCompany. The comparison table of amendments is as follows which is
submitted to the 2023 shareholders' meeting for the approval.
(2) Please proceed to discuss.
TAIWAN SEMICONDUCTOR Co., LTD.
Comparison Table of Amendment of “Regulations Governing the Acquisition and
Disposal of Assets”
ArticleCurrent Content
Amended Content
Explanation
Article I. The term "assets" as used in these I. The term "assets" as used in these Unchanged
Regulations refer to:
2 Regulations refer to:
1. Investments in stocks,
1. Investments in stocks,
government bonds,
government bonds,
corporate bonds, financial
corporate bonds, financial
bonds, securities
bonds, securities
representing interest in a
representing interest in afund, depositary receipts,
fund, depositary receipts,
call (put) warrants,
call (put) warrants,
beneficial interest
beneficial interest
securities, and asset-backed
securities, and asset-backed
securities.
securities.
2. Real property (including land,
2. Real property (including land,houses and buildings,
houses and buildings,
investment property, andinvestment property, andconstruction enterpriseconstruction enterpriseinventory) and equipment.
inventory) and equipment.
3. Memberships.
3. Memberships.
4. Patents, copyrights,
4. Patents, copyrights,
trademarks, franchisetrademarks, franchiserights, and other intangible
rights, and other intangible
assets.
assets.
5. Right-of-use assets.
5. Right-of-use assets.
6. Claims of financial
6. Claims of financial
institutions (including
institutions (including25~ 40 ~

receivables, bills purchasedand discounted, loans, andoverdue receivables).
7. Derivatives.
8. Assets acquired or disposed ofin connection with mergers,
demergers, acquisitions, ortransfer of shares inaccordance with law.
9. Other major assets.
II. Amount：
1. The total amount for theCompany to purchase thereal property for
non-operating purposes
and its right-of-use assets
and other fixed assets,
and short-term securities
shall be limited to 20% of
the Company's
shareholders’ equity in
the Company's latest
financial report that has
been audited and certified
by a CPA.
2. The Company’s net
investment in long-term andshort-term securities islimited to 120% of theCompany’s shareholder'sequity in the Company's
latest financial report that has
been audited and certified by
a CPA. However, thelong-term investment amount(actual investment capital) of
reinvesting in a single
company is limited to thepaid-in capital of theCompany.
3. The investment scope andamount of the subsidiary arealso the same as thoseabove-mentioned paragraphs
1 and 2.

receivables, bills purchasedand discounted, loans, andoverdue receivables).
7. Derivatives.
8. Assets acquired or disposedof in connection withmergers, demergers,
acquisitions, or transfer ofshares in accordance withlaw.
9. Other major assets.
II. Amount：
1. The total amount for theCompany to purchase thereal property for
non-operating purposes andits right-of-use assets andother fixed assets, andshort-term securities shall belimited to 20% of theCompany's shareholders’equity in the Company's
latest financial report thathas been audited andcertified by a CPA.
2. The Company’s net
investment in long-term andshort-term securities islimited to 200% of theCompany’s shareholder'sequity in the Company's
latest financial report thathas been audited andcertified by a CPA.
However, the long-term
investment amount (actual
investment capital) of
reinvesting in a single
company shall not exceed
100% of the shareholder'sequity in the Company's
latest financial report that
audited and certified by aCPA.
3. The investment scope andamount of the subsidiary:26~ 41 ~

Revised: To
meet therequirementof business
management

The regulations were formulated on(1) Subsidiary companies thathave followed the regulation
for the acquisition or disposalof assets by public companies
are not subject to theacquisition procedures of theparent company.
(2) Actual operating
subsidiaries held by the parent
company or subsidiaries are
not subject to restrictions on
the amount of investment
securities.
(3) In addition to the above,
also refer to the previous
paragraph 1 and 2.
The regulations were formulated on

October 8, 1994.

October 8, 1994.

Add the dateof thisFirst amendment date: May 20, 1995. First amendment date: May 20, 1995.
amendment.
….
….
Sixteenth amendment date: June 21, Sixteenth amendment date: June 21,
2022.
2022.
Seventeenth amendment date:
MM/DD, 2023.

Extraordinary Motions
Adjournment

27~ 42 ~

Appendix

28~ 43 ~

(Appendix 1)

TAIWAN SEMICONDUCTOR CO., LTD. Articles of Incorporation
Section I - General Provisions
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company
Act of the Republic of China, and its name shall Taiwan Semiconductor CO., LTD.
Article 2: The scope of business of the Company shall be as follows:
1、CC01080 Electronic Parts and Components Manufacturing
2、CB01020 Affairs Machine Manufacturing
3、CC01110 Computer and Peripheral Equipment Manufacturing
4、F401010 International Trade
5、I103060 Management Consulting
6、F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
7、CC01101 Restrained Telecom Radio Frequency Equipments and Materials
Manufacturing
8、ZZ99999 All business items that are not prohibited or restricted by law, except
those that are subject to special approval.
Article 2-1: The Company may provide mutual guarantees with companies in the same industry for its
business needs.
Article 2-2: The Company may, by resolution of the board of directors, invest in other entities, and is
not subject to Article 13 of the Company Act that the total amount of investment shall not
exceed 40% of the company's paid in capital.
Article 3: The Company set up its headquarters in New Taipei City. If necessary, it may set up branch
offices domestically or abroad with a resolution by the board of directors.
Article 4: (Deleted).
Section II - Shares
Article 5: The total capital of the company is rated at NT$3.6 billion, divided into 360 million shares,
and the amount per share is NT$10, and the board of directors is authorized to issue shareson a separate basis. In the above total capital, NT$100 million was reserved, and the shareswere divided into 10 million shares at par value of NT$10 per share, which is for theissuance of employees' share subscription warrants in order to exercise the subscription right.
It shall be issued separately based on the resolution of the board of directors. The un-issued
shares may be issued at several times by the Board of Directors.

29~ 44 ~

Article 6: If the company issued new shares, it shall reserve 10 to 15 percent of the total number ofshares issued for employee subscription, which could be subscripted by employees of thecompany (or its parents or subsidiaries) who qualified certain requirements. If the company
repurchased treasury share, it could be transferred to the employees of the company (or its
parents or subsidiaries) who qualified certain requirements. If the company issued sharesubscription warrant, it could be participated by employees of the company (or its parents or
subsidiaries) who qualified certain requirements. If the company issued restricted stock, it
could be participated by employees of the company (or its parents or subsidiaries) who are
qualified certain requirements. The term "employees of parent or subsidiary company whoare qualified certain requirements" as used in this article, the Board of Directors is
authorized to make separate provisions in accordance with the Company Act.
Article 7: The share certificates of the Company shall all be registered share certificates, affixed withthe signature or seal of representative directors and assigned with serial numbers, and may
be issued only after having been duly certified or authenticated by the competent authority
or by a registrar authorized by the competent authority. Share certificates issued by theCompany are not required to be printed. The Company, however, shall register the issued
shares with a centralized securities depositary enterprise.
Article 8: Registration for transfer of shares shall be suspended sixty days immediately before the dateof regular meeting of shareholders, and thirty days immediately before the date of any
special meeting of shareholders, or within five days before the day on which dividend,bonus, or any other benefit is scheduled to be paid by the Company.
Article 9: The Company’s stock matters shall be governed by the relevant regulations of the competentauthority.
Section III - Shareholders' Meeting
Article 10: Shareholders' meeting can be divided into regular meetings and special meetings. Regularmeetings are convened once a year and usually within six months of the end of each fiscal
year. Special meetings may be convened according to the law when necessary.
The meeting notice may be made by electronic means with the consent of the counterpart
shareholder. Notwithstanding the foregoing, a public notice may be made in lieu ofseparate notice in the case of shareholders with less than 1,000 registered shares.
Article 10-1: The shareholders meeting may be held in virtual or other ways announced by the
Ministry of Economic Affairs.
Article 11: If a shareholder cannot attend a Shareholders Meeting for any reason, it may designate
another person to represent it by submitting a proxy that is printed by the Company,
specifying the scope of authorization.
Article 12: A shareholder of the Company shall be entitled to one vote for each share held, except in
the circumstances article 179 of the Company Act. Unless otherwise stated in the Company
30~ 45 ~

Act, any resolution made by the Shareholders Meeting shall be made during a Shareholders
Meeting attended by more than half of all shares and passed by the majority of voting
rights in attendance.
Article 13: Resolutions adopted at a shareholders’ meeting shall be recorded in meeting minutes signedby or affixed with the seal of the chairman of the meeting, and the meeting minutes shallbe distributed to each shareholders within twenty days after the meeting. The meeting
minutes under the preceding paragraph shall be made and distributed in accordance with
the Company Act.

Section IV - Directors and Supervisors
Article 14: The Company shall have five to seven directors. The term of directors shall be three years.
Directors are elected from the list of candidates and may be eligible for re-election.
In the aforementioned quota of directors of the Company, the number of independent
directors shall be 3 (or more), which are elected from the list of candidates of independent
directors in the shareholders' meeting under the candidate nomination system. In
accordance with the relevant regulations of the competent authority, the professional
qualifications, shareholding, prohibition on positions held at other companies, nominationand selection process and other matters of the Company's Independent Directors, areprocessed under relevant legal regulations.
The Elections for independent Directors and non-independent Directors shall be held
concurrently but the respective voting rights shall be separately calculated to determine theelected independent Directors and non-independent Directors.
The minimum total number of registered stock of shares held by all Directors shall be
subject to the requirements of relevant regulations.
Article 15: The board of the directors is formed by the directors. The chairperson, who is to represent
the Company externally, is elected by a majority voting of the directors present at a
meeting of its board of directors attended by two-thirds or more of the directors of theCompany.

Article 15-1: To convene a meeting of the Board of Directors, a notice of the meeting shall state thereasons of the meeting and shall be given to each Director by 7 days before the meeting,provided that a meeting may be convened at any time in case of emergency.
The notice of a meeting under the preceding paragraph shall be clearly stated in thewritten notices, e-mail, or facsimile. The directors who participate in the videoconference shall be deemed to have attended the meeting in person.
Article 16: In case the Chairperson of the board of directors is on leave or absent or cannot exercise his
power and authority for any cause, his representative shall be selected according to Article
208 of the Company Act.
31

~ 46 ~

Article 16-1: Unless otherwise provided by law or regulation, a resolution of the Board of Directors
shall be made with the approval of a majority of the Directors present at a meeting at
which a majority of the Directors is present. If a director is unable to attend a board
meeting for causes, he may issue a proxy to appoint another director to represent him at
the meeting. The proceedings of a meeting of the Board of Directors shall be recorded in
the meeting minutes. A director may accept only one appointment per meeting.
Article 16-2: The authority of the Board of Directors shall be governed by the Company Act and therelevant regulations.
Article 16-3: The Company shall establish an Audit Committee, which shall consist of all independent
directors. The number of members, terms of office, authority, rules of procedure, and theresources to be provided by the Company when exercising its duties shall be separately
regulated by the organizational rules of the audit committee.
The Audit Committee shall be responsible for those responsibilities of Supervisors
specified under the Company Law, the Securities and Exchange Law and other relevant
regulations, except for the matters of duties prescribed by Article 14-4, paragraph 4, of
the Securities and Exchange Act.
The provisions of Article 14-4, paragraph 4, of the Securities and Exchange Act
concerning provisions of the Company Act concerning acts done by supervisors, and therole of supervisors as representatives of the company, shall apply mutatis mutandis to the
independent director members on the audit committee.
Article 17: Directors of the Company shall be entitled to remuneration for their duties based on thelevel of involvement and value of contribution of each Director and by reference to theusual level of such pay in the industry, no matter whether the Company is in a loss or not.

Article 17-1: In order to establish a directors' liability insurance system and to reduce the risks fromthe execution of duties by directors, the Company may purchase liability insurance fordirectors after each director is elected with respect to the liabilities resulting fromexercising their duties during their term of office.

Section V - Manager
Article 18: The Company may have managers and their appointment, dismissal and remuneration shallbe conducted in accordance with Article 29 of the Company Act.

Section VI - Accounting

32~ 47 ~

Article 19: The fiscal year of the Company shall begin on January 1 of each year and end on December
31 of the same year. After the end of each fiscal year, the Board of Directors shall prepare
the following documents and submit them to a regular shareholders' meeting forrecognition:
1. A business report
2. Financial statements.
3. A proposal for the distribution of profits or offsetting of losses.
Article 20: In the case of a profitable fiscal year, the Company shall allocate not less than 4% but not
more than 10% to employee compensation, and not more than 1 percent as profit-sharing
compensation to Directors.
If the Company still has any accumulated loss in a profitable fiscal year, it shall first set
aside the amount to offset the loss and then allocate compensation to employee andDirectors proportionately. When employee compensation is paid in stock or cash, therecipients include employees of the parent or subsidiary company who are qualified certain
requirements. The term "employees of parent or subsidiary company who are qualified
certain requirements" as used in this article, authorize the board of Directors to makeseparate provisions in accordance with the company law.
The above Director compensation shall only be distributed as stock or cash. The distributionof employee and Director’s compensation shall be submitted to the shareholders' meetingfor resolution and report to the shareholders' meeting.
Article 20-1: In the case of a profitable fiscal year, the Company shall deduct the payment of all taxes
required by law, the allocation of the 10 percent legal reserve (no such allocation isnecessary if the legal reserve is maintained at the level of the paid-in capital of theCompany), and the provision or reversal for the special reserve pursuant to law or
regulation, and submit a proposal to a shareholders' meeting for resolution on the
distribution of dividends to shareholders.
Article 20-2: When forming its dividend policy, the Corporation considers various factors such as its
plans relating to current and future development, the overall investment environment, its
financial needs, competition in the domestic and foreign markets, as well as the interestof shareholders. The earnings distribution proposal shall be prepared by the Board of
Directors and be approved at a shareholders’ meeting. If the Company plans to make
distributions, the percentage of earnings to be distributed shall be no less than 10% of the
distributable earnings for the year. Dividends shall be distributed in cash or stock, ofwhich no less than 10% of the total dividends shall be distributed in cash, and no lessthan 10% of the total stock dividends shall be distributed in cash. However, if the cash
dividend is less than $0.2 per share, it will not be paid and will be paid as stock dividend
instead.

Section VII - Supplementary Provisions
33~ 48 ~

Article 21: In regard to all matters not provided for in these Articles of Incorporation, the Company
Act shall govern.
Article 22: The Articles were enacted on December 15, 1978.
The first amendment was made on January 18, 1979.
The second amendment was made on August 1, 1979.
The third amendment was made on July 5, 1980.
The fourth amendment was made on August 14, 1980.
The fifth amendment was made on June 23, 1982.
The sixth amendment was made on August 19, 1982.
The seventh amendment was made on June 17, 1983.
The eighth amendment was made on August 1, 1984.
The ninth amendment was made on June 23, 1986.
The tenth amendment was made on April 24, 1987.
The eleventh amendment was made on October 29, 1987.
The twelfth amendment was made on June 30, 1988.
The thirteenth amendment was made on August 10, 1989.
The fourteenth amendment was made on October 2, 1989.
The fifteenth amendment was made on March 4, 1990.
The sixteenth amendment was made on April 15, 1990.
The seventeenth amendment was made on June 30, 1990.
The eighteenth amendment was made on April 27, 1991.
The nineteenth amendment was made on August 20, 1991.
The twentieth amendment was made on June 30, 1992.
The twenty-first amendment was made on August 6, 1992.
The twenty-second amendment was made on December 23, 1994.
The twenty-third amendment was made on May 20,1995.
The twenty-fourth amendment was made on June 22, 1996.
The twenty-fifth amendment was made on June 28, 1997.
The twenty-sixth amendment was made on June 19, 1998.
The twenty-seventh amendment was made on September 28, 1998.
The twenty-eighth amendment was made on May 22, 2000.
The twenty-ninth amendment was made on May 28, 2001.
The thirtieth amendment was made on June 24, 2002.
The thirty-first amendment was made on June 23, 2003.
The thirty-second amendment was made on June 15, 2004.
The thirty-third amendment was made on June 14, 2005.
The thirty-fourth amendment was made on June 14, 2006.
The thirty-fifth amendment was made on June 13, 2007.
The thirty-sixth amendment was made on June 13, 2008.
The thirty-seventh amendment was made on June 19, 2009.
The thirty-eighth amendment was made on June 15, 2010.
The thirty-ninth amendment was made on June 27, 2012.
The fortieth amendment was made on June 19, 2013.
34~ 49 ~

The forty-first amendment was made on June 13, 2016.
The forty-second amendment was made on June 14, 2019.
The forty-third amendment was made on June 16, 2020.
The forty-fourth amendment was made on June 21, 2022.

35~ 50 ~

(Appendix 2)
TAIWAN SEMICONDUCTOR CO., LTD.
Convention Rules for Shareholders’ Meetings
Implementation Date: 22 June, 1996
First amendment and implementation date：June 19, 1998
Second amendment and implementation date：June 24, 2002
Third amendment and implementation date：June 15, 2004
Fourth amendment and implementation date：June 13, 2008
Fifth amendment and implementation date：June 13, 2016
Sixth amendment and implementation date：June 16, 2020
Seventh amendment and implementation date：July 26, 2021
Eighth amendment and implementation date：June 21, 2022
1

The rules of procedures for the Company’s Shareholders’ Meetings, except as otherwise
provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
Changes to how this Corporation convenes its shareholders’ meeting shall be resolved by theboard of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxyforms, and the origins of and explanatory materials relating to all proposals, including proposals
for ratification, matters for deliberation, or the election or dismissal of directors or supervisors,
and upload them to the Market Observation Post System (MOPS) before 30 days before the dateof a regular shareholders meeting or before 15 days before the date of a special shareholders
meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda
and supplemental meeting materials and upload them to the MOPS before 21 days before thedate of the regular shareholders meeting or before 15 days before the date of the special
shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion ormore as of the last day of the most current fiscal year, or total shareholding of foreign
shareholders and PRC shareholders reaches 30% or more as recorded in the register ofshareholders of the shareholders meeting held in the immediately preceding year, transmissionof these electronic files shall be made by 30 days before the regular shareholders meeting. In
addition, before 15 days before the date of the shareholders meeting, this Corporation shall also
have prepared the shareholders meeting agenda and supplemental meeting materials and madethem available for review by shareholders at any time. The meeting agenda and supplemental
materials shall also be displayed at this Corporation and the professional shareholder services
agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in thepreceding paragraph available to shareholders for review in the following manner on the date of
the shareholders meeting:
1. For physical shareholders meetings, to be distributed on-site at the meeting.
36~ 51 ~

2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on thevirtual meeting platform.
3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting
platform.
2

This Corporation shall specify in its shareholders meeting notices the time during which
attendance registrations for shareholders, solicitors and proxies (collectively "shareholders")
will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in thepreceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The
place at which attendance registrations are accepted shall be clearly marked and a sufficientnumber of suitable personnel assigned to handle the registrations. For virtual shareholders
meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before
the meeting starts. Shareholders completing registration will be deemed as attend theshareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, orother certificates of attendance. This Corporation may not arbitrarily add requirements for otherdocuments beyond those showing eligibility to attend presented by shareholders. Solicitors
soliciting proxy forms shall also bring identification documents for verification.
A sign-in book shall be provided at the shareholders' meeting for the attending shareholders tosign in, or the attending shareholder shall surrender the attendance sign-in card in place ofsigning the sign-in book.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online
shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda
book, annual report and other meeting
materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep
this information disclosed until the end of the meeting.
The number of shares in attendance and voting rights shall be calculated according to the sharesindicated by the attendance book and sign-in cards handed in, and the shares checked in on thevirtual meeting platform, plus the number of shares whose voting rights are exercised bycorrespondence or electronically.

2-1

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars
in the shareholders meeting notice:
1. How shareholders attend the virtual meeting and exercise their rights.
2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting isobstructed due to natural disasters, accidents or other force majeure events, at least covering thefollowing particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if theabove obstruction continues and cannot be removed, and the date to which the meeting is37~ 52 ~

postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shallnot attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if
the total number of shares represented at the meeting, after deducting those represented byshareholders attending the virtual shareholders meeting online, meets the minimum legal
requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares
represented by shareholders attending the virtual meeting online shall be counted towards thetotal number of shares represented by shareholders present at the meeting, and the shareholders
attending the virtual meeting online shall be deemed abstaining from voting on all proposals on
meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary
motion has not been carried out.
3. To convene a virtual-only shareholders meeting, appropriate alternative measures available toshareholders with difficulties in attending the video shareholders meeting online shall be
specified.
3

Attendance and voting at Shareholders’ Meetings shall be calculated based on numbers ofshares.
With respect to resolutions of shareholders meetings, the number of shares held by ashareholder with no voting rights shall not be calculated as part of the total number of issued
shares.
When a shareholder is an interested party in relation to an agenda item, and there is thelikelihood that such a relationship would prejudice the interests of the Company, thatshareholder may not vote on that item, and may not exercise voting rights as proxy for any othershareholder
The number of shares for which voting rights may not be exercised under the preceding
paragraph shall not be calculated as part of the voting rights represented by attending
shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by thecompetent securities authority, when one person is concurrently appointed as proxy by two or
more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting
rights represented by the total number of issued shares. If that percentage is exceeded, thevoting rights in excess of that percentage shall not be included in the calculation.

4

Shareholders' meetings shall be held at the location of the Company or factory or otherwise at aplace convenient for the shareholders to attend and suitable for the holding of shareholders'meetings, and shall start at a time not earlier than 9 a.m. and not later than 3 p.m. Fullconsideration shall be given to the opinions of the independent directors with respect to theplace and time of the meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a38~ 53 ~

virtual-only shareholders meeting.
5

If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by
the Chairperson of the Board of Directors. When the Chairperson by reason of leave orotherwise is unable to exercise the power of office, the vice chairperson shall act in place of thechairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any
reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint oneof the managing directors to act as chair, or, if there are no managing directors, one of thedirectors shall be appointed to act as chair. Where the chairperson does not make such adesignation, the managing directors or the directors shall select from among themselves one
person to serve as chair.
If a shareholders' meeting is convened by any person, other than the Board of Directors, entitled
to convene such a meeting, the meeting shall be chaired by that person. If the meeting isconvened by two or more such persons, they shall select one of their number to chair the
meeting.

6

The Company may appoint its attorneys, certified public accountants, or related persons retainedby it to attend a Shareholders’ Meeting.
All staff members working at shareholders' meetings shall wear identification cards or arm
badges.

7

The Company shall make an uninterrupted audio and video recording of the proceedings of the
Shareholders’ Meeting. The recorded audio and video materials shall be retained for at least one
year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, theaforementioned materials shall be retained until the conclusion of the litigation.
The holding of the shareholders meeting of the Company may involve trade secret reports,
unless otherwise stipulated by laws and regulations, video and audio recordings are required. It
is forbidden for anyone, including shareholders, to video, audio record, or take pictures of theshareholder meeting place and the contents of the meeting.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder
registration, sign-in, check-in, questions raised, votes cast and results of votes counted by thisCorporation, and continuously audio and video record, without interruption, the proceedings ofthe virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly

8

kept by this Corporation during the entirety of its existence, and copies of the audio and video
recording shall be provided to and kept by the party appointed to handle matters of the virtual
meeting.
The chair shall call the meeting to order at the appointed meeting time and announce relevant
information such as number of non-voting rights and of shares present at the same time.
However, when the attending shareholders do not represent a majority of the total number ofissued shares, the chair may announce a postponement, provided that no more than two such
postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not
met after two postponements and the attending shareholders still represent less than one third of39~ 54 ~

9the total number of issued shares, the chair shall declare the meeting adjourned. In the event of avirtual shareholders meeting, this Corporation shall also declare the meeting adjourned at thevirtual meeting platform.
If the quorum is not met after two postponements, but the attending shareholders represent one
third or more of the total number of issued shares, the situation must be handled in accordancewith Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of thetentative resolution and another shareholders meeting shall be convened within one month. In
the event of a virtual shareholders meeting, shareholders intending to attend the meeting online
shall re-register to this Corporation in accordance with Article 2.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of thetotal number of issued shares, the chair may resubmit the tentative resolutions made previously
for a vote by the Shareholders’ Meeting in accordance with Article 174 of the Company Law.
If a Shareholders’ Meeting is convened by the Board of Directors, the meeting agenda shall be
set by the Board of Directors; relevant agenda items (including extraordinary motions andamendments to original proposals) shall be voted on an item-by-item basis, The meeting shallproceed in the order set by the agenda, which may not be changed without a resolution of the
Shareholders’ Meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a Shareholders’ Meeting
convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on themeeting agenda under the two preceding paragraphs (including extraordinary motions), except
by a resolution of the Shareholders’ Meeting. In the event that the chair dissolves the meeting inviolation of the rules of meeting procedure, a new chair may be selected to continue the meetingwith the approval of a majority of the voting rights of the shareholders present.
After the meeting is adjourned, the shareholders may not designate another person as chair andcontinue the meeting in the original location or at a different location.
The chair shall allow sufficient opportunity for the explanation and discussion of an agenda itemor any amendment or extraordinary motion submitted by a shareholder, and when the chair
thinks that any such item has been discussed sufficiently to put it to a vote, the chair may
declare the discussion closed, put forward the voting, and arrange an adequate time for voting.

10

When an attending shareholder wishes to speak regarding a proposal up for discussion, he or she
must specify on a speaker's slip the subject of the speech, his/her shareholder account number(or attendance number), and account name. The order in which shareholders speak will be set by
the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shallbe deemed to have not spoken. When the content of the speech does not correspond to thesubject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unlessthey have sought and obtained the consent of the chair and the shareholder that has the floor; thechair shall stop any violation.

11

Except with the consent of the chair, a shareholder may not speak more than twice on the same40

~ 55 ~

proposal, and a single speech may not exceed 5 minutes.
If the speech of any shareholder violates the above Article or exceeds the scope of the agenda
item, the chair may terminate the speech.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting
online may raise questions in writing at the virtual meeting platform from the chair declaring themeeting open until the chair declaring the meeting adjourned. No more than two questions forthe same proposal may be raised. Each question shall contain no more than 200 words. The
regulations in Article 10 and paragraphs 1 to 2 of this Article do not apply.
12

When a juristic person is appointed to attend as proxy, it may designate only one person torepresent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a
Shareholders’ Meeting, only one of the representatives so appointed may speak on the same
proposal.

13

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

14

The chair shall announce the end of discussion on a proposed resolution and proceed withvoting when he/she feels there has been sufficient discussion.

15

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by thechair, provided that all monitoring personnel shall be shareholders of the Company.
The result of the vote shall be announced immediately at the voting place and shall be recorded.
When this Corporation convenes a virtual shareholders meeting, after the chair declares themeeting open, shareholders attending the meeting online shall cast votes on proposals andelections on the virtual meeting platform before the chair announces the voting session ends orwill be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chairannounces the voting session ends, and results of votes and elections shall be announced
immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who haveregistered to attend the meeting online in accordance with Article 6 decide to attend the physicalshareholders meeting in person, they shall revoke their registration two days before theshareholders meeting in the same manner as they registered. If their registration is not revokedwithin the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they
have withdrawn the declaration of intent and attended the shareholders meeting online, except
for extraordinary motions, they will not exercise voting rights on the original proposals or makeany amendments to the original proposals or exercise voting rights on amendments to theoriginal proposal.

16

When a meeting is in progress, the chair may announce a break at his or her discretion. If aforce majeure event occurs, the chair may rule the meeting temporarily suspended and announce
41~ 56 ~

a time when, in view of the circumstances, the meeting will be resumed.
If the venue of a shareholder's meeting becomes unavailable for use before the conclusion of allagenda items (including extraordinary motions), the shareholders at the meeting may resolve tocontinue the meeting at another venue.
A shareholders' meeting may, by a resolution made under Article 182 of the Company Act, beadjourned to or resumed on a date within the next five days.
17

Each shareholder is entitled to one vote for each share held, except for restricted shares or for
non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights byelectronic means and may adopt exercise of voting rights by correspondence. When voting
rights are exercised by correspondence or electronic means, the method of exercise shall be
specified in the shareholders meeting notice. A shareholder exercising voting rights bycorrespondence or electronic means will be deemed to have attended the meeting in person, but
to have waived his/her rights with respect to the extraordinary motions and amendments tooriginal proposals of that meeting; it is therefore advisable that this Corporation avoid thesubmission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under
the preceding paragraph shall deliver a written declaration of intent to this Corporation before
two days before the date of the shareholders meeting. When duplicate declarations of intent aredelivered, the one received earliest shall prevail, except when a declaration is made to cancel theearlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in theevent the shareholder intends to attend the shareholders meeting in person, a written declarationof intent to retract the voting rights already exercised under the preceding paragraph shall bemade known to this Corporation, by the same means by which the voting rights were exercised,
before two business days before the date of the shareholders meeting. If the notice of retraction
is submitted after that time, the voting rights already exercised by correspondence or electronicmeans shall prevail. When a shareholder has exercised voting rights both by correspondence orelectronic means and by appointing a proxy to attend a shareholders meeting, the voting rights
exercised by the proxy in the meeting shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend theshareholders meeting online, a written notice of proxy cancellation shall be submitted to thisCorporation two business days before the meeting date. If the cancellation notice is submitted
after that time, votes cast at the meeting by the proxy shall prevail.
Except as otherwise provided in the Company Act, the passage of a proposal shall require anaffirmative vote of a majority of the voting rights represented by the attending shareholders.
In the resolution, after the Chairman or delegate thereof announces the total number of voting
rights represented by shareholders in attendance for voting on each issue, shareholders willproceed with voting on a case-by-case basis. On the day after the shareholders' meeting, the42~ 57 ~

results of shareholders' approval, disapproval and abstention will be entered into the MOPS.
18

When there is an amendment or an alternative to a proposal, the chair shall present the amended
or alternative proposal together with the original proposal and decide the order in which they
will be put to a vote. When any one among them is passed, the other proposals will then bedeemed rejected, and no further voting shall be required.

19

The chair shall direct the proctors (or security personnel) to help maintain order at the meeting
place. When proctors (or security personnel) help maintain order at the meeting place, they shallwear an armband bearing the word "Proctor."

20

When voting for the directors in the shareholders meeting, the process shall follow the relevant
rules made by the company, and the chairman shall announce the voting result immediately,
including the list of elected directors with the number of votes and the lost directors with thenumber of votes.
The ballots for the election referred to in the preceding paragraph shall be sealed with thesignatures of the monitoring personnel and kept in proper custody for at least one year.
However, if a shareholder files a lawsuit pursuant to Article 189 of the Taiwan Company Act,the ballots are retained until the litigation is concluded.

21

Matters relating to the resolutions of a Shareholders’ Meeting shall be recorded in the meeting
minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and shall be
distributed to each shareholder within twenty days after the meeting. The meeting minutes may
be made and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of apublic announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, thechair’s full name, the procedures by which resolutions were adopted, and a summary of thedeliberations and their results (including the number of voting rights) for director andsupervisors elections, the number of votes for each candidate should be disclosed, and shall be
retained for the duration of the existence of the Company.
In the event of a virtual shareholders meeting, the meeting minutes shall be recorded inaccordance with the provisions of the preceding paragraph and the meeting minutes shall also
record the starting and ending time of the shareholders meeting, the method of holding themeeting, the name of the chair and the recorder, and the action and the situation to be taken if
the virtual meeting platform or participation in the virtual meeting is obstructed due to natural
disasters, accidents or other force majeure events.
When convening a virtual-only shareholder meeting, other than compliance with therequirements in the preceding paragraph, this Corporation shall specify in the meeting minutes
alternative measures available to shareholders with difficulties in attending a virtual-only
shareholders meeting online.

22

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a
statistical statement of the number of shares obtained by solicitors through solicitation, the43~ 58 ~

number of shares represented by proxies and the number of shares represented by shareholders
attending the meeting by correspondence or electronic means, and shall make an express
disclosure of the same at the place of the shareholders meeting. In the event a virtual
shareholders meeting, this Corporation shall upload the above meeting materials to the virtual
meeting platform at least 30 minutes before the meeting starts, and keep this information
disclosed until the end of the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, thetotal number of shares represented at the meeting shall be disclosed on the virtual meeting
platform. The same shall apply whenever the total number of shares represented at the meeting
and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information underapplicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei
Exchange Market) regulations, this Corporation shall upload the content of such resolution to
the MOPS within the prescribed time period.
23

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results ofvotes and election immediately after the end of the voting session on the virtual meeting
platform according to the regulations, and this disclosure shall continue at least 15 minutes after
the chair has announced the meeting adjourned

24

When this Corporation convenes a virtual-only shareholders meeting, both the chair andsecretary shall be in the same location, and the chair shall declare the address of their location
when the meeting is called to order.

25

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shallalso declare, unless under a circumstance where a meeting is not required to be postponed to or
resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing theAdministration of Shareholder Services of Public Companies, if the virtual meeting platform or
participation in the virtual meeting is obstructed due to natural disasters, accidents or other force
majeure events before the chair has announced the meeting adjourned, and the obstruction
continues for more than 30 minutes, the meeting shall be postponed to or resumed on anotherdate within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders
who have not registered to participate in the affected shareholders meeting online shall notattend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares
represented by, and voting rights and election rights exercised by the shareholders who haveregistered to participate in the affected shareholders meeting and have successfully signed in themeeting, but do not attend the postpone or resumed session, at the affected shareholders
meeting, shall be counted towards the total number of shares, number of voting rights andnumber of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second
44~ 59 ~

paragraph, no further discussion or resolution is required for proposals for which votes havebeen cast and counted and results have been announced, or list of elected directors andsupervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot
continue as described in second paragraph, if the total number of shares represented at themeeting, after deducting those represented by shareholders attending the virtual shareholders
meeting online, still meets the minimum legal requirement for a shareholder meeting, then theshareholders meeting shall continue, and not postponement or resumption thereof under thesecond paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, theshares represented by shareholders attending the virtual meeting online shall be counted towards
the total number of shares represented by shareholders present at the meeting, provided theseshareholders shall be deemed abstaining from voting on all proposals on meeting agenda of thatshareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation
shall handle the preparatory work based on the date of the original shareholders meeting inaccordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations
Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 ofRegulations Governing the Use of Proxies for Attendance at Shareholder Meetings of PublicCompanies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of theRegulations Governing the Administration of Shareholder Services of Public Companies, thisCorporations shall handle the matter based on the date of the shareholders meeting that is
postponed or resumed under the second paragraph.
26

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate
alternative measures available to shareholders with difficulties in attending the video
shareholders meeting online.

27

These Rules, and any amendments hereto, shall be implemented after adoption by Shareholders’Meetings.

45~ 60 ~

(Appendix 3)
TSC Directors’ shareholdings & Minimum Shareholding Required
Roster of
director
TittleDate: April 21, 2023
Number of shares held on election date

Identity
NumberName

Chairman

A00010 Wang, Hsiu-Ting

Director

D00060

Director

D00070 UMC Capital Corp.

Independent
director
Independent
Director
Independent
Director
Independent
Director

TSC Auto ID Technology Co.,Ltd.

N00010 Chan, Chien-Lung
N00020 Fan, Hung-Shu
N00030 Lin, Po-Sheng
N00040 Ma, Shu-Chuang
Total
Total shares issued on July 26, 2021:
Total shares issued on April 21, 2023:

Remark：Election DateType

ordinarysharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesordinaryshares265,085,486 shares
263,485,486 shares
July 26, 2021

All directors of the Company shall legally hold shares：

Percentage

Shareswhen public

11,608,340
13,600,000
6,741,000
000031,949,340

Number of shares held at presentTypeordinarysharesordinary
5.13%
sharesordinary
2.54%
sharesordinary
0.00%
sharesordinary
0.00%
sharesordinary
0.00%
sharesordinary
0.00%
shares4.38%

ordinaryshares

12,000,000 shares，hold as of April 21, 2023：

Percentage when

Sharespublic12,383,340

4.70%

14,800,000

5.62%

6,741,000

2.56%

0

0.00%

1,000

0.00%

0

0.00%

0

0.00%

33,925,340

33,924,340 shares

The Company has established an Audit Committee； therefore, the Supervisors’ shareholdings requirement is not applicable.
◎ Shares held by independent directors are not included in the number of shares held by directors
46~ 61 ~

(Appendix 4)(1) The Impact of Stock Dividend Issuance on Operating Results, EPS, and Shareholder Return Rate.
Unit: NTD Thousand ;EPS per share
2023(Estimated)
Original Capital

2,634,854

Dispatching Cash dividend of each share (Note 1)
dividend of this Stock dividends on Common Stock per shareyear

Changes in
Business
Performance

Capital Surplus Transferred to Capital per
share

4.000
0.00
0.00

Operating profit

Not applicable(Note 2)

Increment(decline) rateof operating profit
compared to the same period last year

Not applicable(Note 2)

Net profit after tax

Not applicable(Note 2)

Increment(decline) rate of Net profit after tax
compared to the same period last year

Not applicable(Note 2)

Earnings per share

Not applicable(Note 2)

Increment(decline) rate of Earnings per share

Not applicable(Note 2)compared to the same period last year
Yearly average Return on
investment(reciprocal of price earnings ratios)Thecash dividends
will bePro forma
distributed when
Earning and Stock dividends
Return onof Common
investment of Stockeach share

Not applicable(Note 2)

Pro forma Earnings per
share

Not applicable(Note 2)

Pro forma Yearly average
Return on investment

Not applicable(Note 2)

If Capital Surplus Pro forma Earnings per
doesn’t transfer share
to Capital
Pro forma Yearly average

Not applicable(Note 2)
Not applicable(Note 2)

Return on investment
If Capital Surplus Pro forma Earnings per
doesn’t transfer share47~ 62 ~

Not applicable(Note 2)

to Capital and

Pro forma Yearly average

Not applicable(Note 2)

cash dividends of Return on investment
Stock dividendsof Common
Stock be paid bycash
Note 1: The proposal has not been approved by the board of directors.
Note2:According to “Guidelines for Disclosure of Financial Forecasts by Public Companies,”
there is no need for the Company to public the information about the 2023 financial
forecasts, and therefore, there is no report of the 2023 financial forecasts.

(2)The Information Related to Employees’ and Directors’ Compensation
1. Amount and range of Employees’ and Directors’ Compensation
According to Article 20 of the Article of Incorporation, In the case of a profitable fiscal year,
the Company shall allocate not less than 4% but not more than 10% to employee compensation,and not more than 1 percent as profit-sharing compensation to Directors.
If the Company still has any accumulated loss in a profitable fiscal year, it shall first set aside theamount to offset the loss and then allocate compensation to employee and Directors
proportionately. When employee compensation is paid in stock or cash, the recipients include
employees of the parent or subsidiary company who are qualified certain requirements. The term
"employees of parent or subsidiary company who are qualified certain requirements" as used inthis article, authorize the board of Directors to make separate provisions in accordance with thecompany law.
The above Director compensation shall only be distributed as stock or cash. The distribution of
employee and Director’s compensation shall be submitted to the shareholders' meeting forresolution and report to the shareholders' meeting.
According to Article 20-1 of the Article of Incorporation, in the case of a profitable fiscal
year, the Company shall deduct the payment of all taxes required by law, the allocation of the 10
percent legal reserve (no such allocation is necessary if the legal reserve is maintained at the levelof the paid-in capital of the Company), and the provision or reversal for the special reserve
pursuant to law or regulation, and submit a proposal to a shareholders' meeting for resolution on
the distribution of dividends to shareholders.
According to Article 20-2 of the Article of Incorporation, when forming its dividend policy,
the Corporation considers various factors such as its plans relating to current and future
development, the overall investment environment, its financial needs, competition in the domestic
and foreign markets, as well as the interest of shareholders. The earnings distribution proposal
shall be prepared by the Board of Directors and be approved at a shareholders’ meeting. If thenresolves to make distributions, the percentage of earnings to be distributed shall be no less than
10% of the distributable earnings for the year. Dividends shall be distributed in cash or stock, ofwhich no less than 10% of the total dividends shall be distributed in cash, and no less than 10% of48~ 63 ~

the total stock dividends shall be distributed in cash. However, if the cash dividend is less than$0.2 per share, it will not be paid and will be paid as stock dividend instead.
2. The board of directors approved proposal of the information about the 2022 employees’
compensation.
(1)Distribution of cash dividends, stock dividends, and compensation of directors.
A. Cash dividend: NTD 4.0 per share, NTD 1,053,941,944 in total. Wait forshareholders’ meeting’s approval.
B. Stock dividend: NTD 0 per share, NTD 0 in total. Wait for shareholders’meeting’s approval.
C. Compensation of directors: NTD 19,886,508.
(2)Proposal of share-based compensation of employees and their percentage of the stock
dividends of Common Stock.
A. Cash compensation of employees: NTD 139,205,558.
B. Stock compensation of employees: NTD 0, made up 0% of the stock dividends ofCommon Stock.
(3) According to Article 20 of the Article of Incorporation, in 2020, 1% of the directors’compensation (NTD 19,886,508) and 7% of the employees’ compensation (NTD 139,205,558) will becontributed and paid in cash.
1. The earnings that distribute to the employees’ and directors’ compensation in last year.
The Company submitted a resolution to the shareholders meeting on June 21, 2022, that 1%of the directors’ compensation (NTD 10,816,125) and 6% of the employees’ compensation (NTD
64,896,750) will be paid in cash. The distribution of employee compensation and directors’compensation is as follows.
Unit: NTD thousand
2021
The actual
The original Number of Reason of
number of
number of difference the
distribution distribution (Note 1) difference
submitted by submitted(Note 1)the board of by the board
directorsof directors(Note 1)
(Note 1)
I. Distribution
1.Employees’ compensation in cash
2.Employees’ compensation in stocks(1)Shares(2)Amount(3) The percentage of the outstanding shareson the end of the year
3.Directors’ compensation
II. Earnings per share49~ 64 ~

64,897000064,897
0
0
0
0

0

-

0
0
0

-

10,816

10,8160-(Unit: NTD)
1.Original
earnings
pershare(before
the retroactive adjustment on 2021)
2.Estimated earnings per share(Note 2)

3.55

3.55

0

-

3.55

3.55

-

-

There is no difference between the distribution in 2021 and the estimated number in Financial
statement in 2021.
Note 1: There is no difference between the actual number of distribution that submitted by theboard of directors and the number that supposed to be distributed which submitted by theboard of directors originally.
Note 2: Estimated EPS=net profit after tax/weighted average number of outstanding shares
Estimated 2021 EPS= net profit after tax (NTD 882,804,895)/ weighted average
number of outstanding shares (248,585,039) =NTD 3.55

50

~ 65 ~