Taiwan Semiconductor Co., Ltd.
Minutes of the 2024 Annual General Meeting
Time : Wednesday, 19 June 2024 at 09：00 am
Place : Taiwan Semiconductor Co., Ltd. I-Lan factory (No.96,Meijou 2nd Rd. ,I-Lan
City, I-Lan County 260, Taiwan R.O.C.)
Shareholders Present：The number of shares presented in person or by proxy is
176,935,609 shares (including 113,619,159 shares fromelectronic voting rights ), representing 67.15% of total
outstanding shares.
Directors Present: Director Mr. Wang shiu Ting, TSC Auto ID Technology Co., Ltd.
Legal Representative Director Mr. Wang Hsing Lei, UMC Capital
Legal Representative Director Mr. Liu Chang Yu, Independent
Director Mr. Jhan Cian Long, Independent Director Mr. Fan Hong
Shu, Independent Director Mr. Lin Bo Sheng
Lawyer : Tien Jen Jieh (Lee and Li, Attorneys-at-Law)
Accountants : Kuo, Yang Lun (KPMG Certified Public Accountants)
Chairman：Mr. Wang shiu Ting (Chairman of the Board of Directors)
Record：Ms. Luo Yue Guei
The agenda for the meeting is as follows:
1. The Chairman called the meeting to order.
2. Chairman’s Address：(omitted)
3. Report Items：(1) 2023 Business Report and 2024 Annual Business Plan Report.
(2) Audit Committee’s 2023 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 the Company and its subsidiaries in 2023.
(4) Report on 2023 employees’ profit sharing bonus and directors’ compensation.
(5) Report on the revision of the "Board Meeting Procedures" of the company.
(6) Report on The performance evaluation and compensation report of directors andmanagers
4. Approval Items：(1) Proposal 1 : The Company’s 2023 Business Report and Financial Statements(Proposed by the Board）
Explanation: 1. The Company＇s business report, standalone financial statement, and1

consolidated financial statements have been approved by the Board andexamined by the audit committee.
2. The business report, standalone financial statement, and consolidated
financial statements are attached in the Meeting Agenda.

Voting Results: Shares represented at the time of voting: 176,935,609 votes
Voting Results(Including electronic votes) % of the total represented share present
98.24%
Approval votes:
173,834,769 votes
0.03%
Disapproval votes:
69,809 votes
0.00%
Invalid votes:
0 votes
1.71%
Abstention votes/no votes: 3,031,031 votes
RESOLVED, that The Company＇s 2023 Business Report and Financial Statements be andhereby were accepted as submitted.
(2) Proposal 2 : The Company’s 2023 earnings Distribution.
(Proposed by the Board）
Explanation: 1. In order to improve the capital structure and avoid dilution of earnings, theCompany proposes full cash dividend distribution.
2. In the fiscal year 2023, the company's net profit after tax was NT$
718,640,048 after deducting the remeasurement amount of the defined
benefit plan of NT$ 3,425,395 and allocating NT$ 71,521,465 to legal
reserve. Additionally, considering the retained earnings from the previous
period of NT$ 1,440,780,886 the distributable earnings for the current
period are NT$ 2,084,474,074. The proposed shareholder dividend is NT$
526,970,972 to be distributed entirely in cash. This proposal awaits approvalat the ordinary shareholder meeting, after which the dates for the cash
dividend record and payment will be set. According to the record of
shareholders on the cash dividend record date, each share will receive a
dividend of NT$ 2.0, rounded down to the nearest cent, with any remaining
fractions accumulated into the company's other income.
In case there are fluctuations in the company's outstanding shares resulting
in changes to the shareholder's dividend rate, the Board of Directors willseek authorization from the shareholders to handle it accordingly.
3. Please refer to Earnings Distribution Table on page 39 of this Meeting
Agenda.

Voting Results: Shares represented at the time of voting: 176,935,609 votes
Voting Results(Including electronic votes) % of the total represented share present
98.29%
Approval votes:
173,911,157 votes
0.05%
Disapproval votes:
99,920 votes
0.00%
Invalid votes:
0 votes
1.65%
Abstention votes/no votes: 2,924,532votes
2

RESOLVED, that the above proposal be and hereby was approved as proposed.
5. Discussion items_A：(1)Proposal 1 : Amendment to the "Shareholders' Meeting Rules" of Taiwan Semiconductor
Co., Ltd.（Proposed by the Board）_
Explanation:1. This proposal is made in accordance with the Financial Supervisory
Commission's letter No. 1120334642 dated March 14, 2023 and the Securities
and Futures Institute's letter No. 11200552441 dated March 23, 2023.
2. It is proposed to amend the "Shareholders' Meeting Rules" of the company.
The comparison table of the amendments before and after, along with their
explanations, Please refer to page 41 of this Meeting Agenda, and it isrequested to be approved at the 2024 Annual Shareholders' Meeting.
3. Please proceed to discuss.

Voting Results: Shares represented at the time of voting: 176,935,609 votes
Voting Results(Including electronic votes) % of the total represented share present
98.29%
Approval votes:
173,925,496 votes
0.04%
Disapproval votes:
73,622 votes
0.00%
Invalid votes:
0 votes
1.65%
Abstention votes/no votes: 2,936,491 votes
RESOLVED, that the above proposal be and hereby was approved as proposed.
6. Election Matters：(1)Proposal 1 : Comprehensive Re-election of Directors Proposal.
Explanation:

1. The term of office for the current (15th) board of directors of the company,
including independent directors, will expire on July 25, 2024. The term ofoffice for the company's audit committee and the board of directors is also due
to expire. It is proposed to conduct a comprehensive election at the 2024
shareholders' meeting.
2. According to Article 14 of the company's articles of incorporation, the 16th boardof directors, consisting of seven members (including four independent
directors), will be elected. After the shareholders' meeting, the newly appointed
independent directors will form the 5th audit committee.
3. The election of directors follows a nomination system, with directors selectedfrom the list of nominated candidates. Elections are conducted separately forindependent directors and non-independent directors, with separate quotas foreach.
4. To align with the shareholders' meeting election date, the outgoing directors will3

be relieved of their duties on the day of the election, while the newly elected
directors will assume office on the same day. Their term will be for three years,
from June 19, 2024 to June 18, 2027.
5. The list of director and independent director candidates, along with relevant
information, Please refer to page 46 of this Meeting Agenda,
6. For the election procedure for directors, please refer to page 61.
7. Proposal for election.
Election Results:
List of Directors Elected：
Shareholder accountnumber/ID
No.1

Name

Wang, Shiu-Ting
TSC Auto ID Technology
Co., Ltd. Representative:
No.108742
Wang, Xing-Lei
No.407
Yan, Guo-Yin
List of Independent Directors Elected：
H121XXXXXX
Jhan, Cian-Long
A170XXXXXX
Ma, Shu-Zhuang
A221XXXXXX
Chen, Shu-Ling
A220XXXXXX
Wang, Nian-Qiu

Votes
165,133,227 Votes
154,344,697 Votes
147,403,368 Votes
147,098,775 Votes
146,053,525 Votes
145,129,904 Votes
144,693,577 Votes

7. Discussion items_B：(2)Proposal 2 : Proposal to Lift Restriction on Directors' Non-competition Agreements, for
Discussion. （Proposed by the Board）

Explanation:
1. According to Article 209 of the Company Act, "Directors shall explain
important aspects of their actions that belong to or are related to the company's
business scope to the shareholders' meeting and obtain its approval."
2. For the needs of the company's business development, it is proposed to seek theshareholders' meeting's resolution to lift the non-competition restrictions on the
newly appointed or re-elected directors of the 16th term and theirrepresentatives, in accordance with Article 209 of the Company Act, from thedate they assume office as directors of such competing companies.
3. Proposal for discussion.

4

Concurrent holds positions in other companies(Lift Restriction on Directors' Non-competition Agreements → It is
within the scope of the company's business )CEO and Director of TSC Auto ID Technology Co., Ltd.
Chairman of Tianjin TSC Auto ID Technology Co., Ltd. ( Legal
Wang,
Director
Representative)
Shiu-Ting
Chairman of Printronix Auto ID Technology Co., Ltd. ( Legal
Representative)
TSC Auto ID Technology EMEA GmbH(TSCAE)TSC Auto ID (HK) Ltd.
Tianjin TSC Auto ID Technology Co., Ltd.
TSC Auto ID Technology America, Inc.
TSC Auto ID Technology ME Ltd. FZE (TSCAD)TSC Auto ID TSC Auto ID Technology Spain, S.L.(TSCAS)
Director
Technology
Printronix Auto ID Technology Co., Ltd.
Co., Ltd.
Diversified Labeling Solutions Inc.
Precision Press & Label, Inc.
TSC Auto ID Technology India Private Limited.
Mosfortico Investments sp.z o.o.
MGN sp.z o.o.
Chairman of TSC Auto ID Technology America, Inc. ( Legal
Representative)
Chairman of TSC Auto ID (HK) Ltd. ( Legal Representative)
Directors of Tianjin TSC Auto ID Technology Co., Ltd. ( Legal
Representative)
Chairman of TSC Auto ID Technology Co., Ltd.
Representative::
Chairman of Printronix Auto ID Technology Co., Ltd. ( Legal
Representative)
Wang, Xing-Lei
Directors of TSC Auto ID Technology EMEA GmbH(TSCAE)( Legal
Representative)
Chairman of Diversified Labeling Solutions Inc.( Legal Representative)
Chairman of Precision Press & Label,Inc.( Legal Representative)
Chairman of TSC Auto ID Technology India Private Limited.( Legal
Representative)
Yan,
DirectorNA
Guo-Yin
Jhan,
IndependentNA
Cian-Long
Director
Independent
Ma,
NA
Director
Shu-Zhuang
Chen,
IndependentNA
Shu-Ling
Director
Wang,
Independent
Nian-Qiu NA
Director
Title

Name

Voting Results: Shares represented at the time of voting: 176,935,609 votes
Voting Results(Including electronic votes) % of the total represented share present
87.40%
Approval votes:
154,642,084 votes
8.22%
Disapproval votes:
14,548,720 votes
0.00%
Invalid votes:
0 votes
4.37%
Abstention votes/no votes: 7,744,805 votes
RESOLVED, that the above proposal be and hereby was approved as proposed.
8. Extraordinary Motions : none
9. Adjournment: 9:19 am ( No question was raised by Shareholder.)5Mr. Wang shiu Ting
Chairman

Ms. Luo Yue Guei
RecorderAppendix
1. 2023 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 2023, the earnings per share after tax was NT$2.89. The
2023 consolidated operating revenue, gross profit, operating income, net income before tax,
net income, comprehensive income, and after-tax earnings per share compared to 2022 ispresented below:
Unit: NT$ thousand
Implementation of Business Plan
Item
Increase
2023
2022(decrease)
Operating revenue
14,616,014
15,687,134(6.83%)
Gross Profit

4,492,662

5,349,166(16.01%)

Operating Income

1,768,528

2,790,521(36.62%)

Net income before tax

1,837,797

3,013,930(39.02%)

Net income

1,309,993

2,176,915(39.82%)Comprehensive income
Net income attributable to the
Parent Company
Comprehensive income attributable
to the Parent Company
After-tax earnings per share (NT$)

1,257,184

2,478,073(49.27%)

718,640

1,562,877(54.02%)655,242

1,738,755(62.32%)

2.89

6.28

(53.98%)(2) Budget Implementation: The Company did not disclose its financial forecasts of the year of2023, 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
2023
2022
Increase(decrease)
Interest Revenue
42,817
19,892115.25%Interest Expense
80,47238,330109.95%

Financial
Structure

Item
Total debt to assets (%)
Long-term asset to real estate, plantand equipment ratio (%)
6

2023
39.02
286.242022
41.12
286.97

Liquidity
Analysis
Profitability

Current ratio (%)
Quick ratio (%)
Return on assets (%)
Return on equity (%)
Profit ratio (%)
After-tax earnings per share (NT$)

197.91
126.26
7.65
12.23
8.96
2.89

206.86136.76
12.91
21.82
13.88
6.28

(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, R&D efforts in Fast Recovery
Diodes (FRED), Transient Voltage Suppressor (TVS), MOSFET, ESD protection, andautomotive low-dropout/low-power voltage regulator ICs, among other products.
The development of the new generation of trench Schottky rectifier, Fast Recovery
Diodes (FRED), Super Junction MOSFET, and Shielded Gate Technology MOSFET thatcan effectively reduce conduction loss and switching loss to meet market trends and needs
for environmental protection, energy-saving, and low power consumption. These newtechnologies will be developed in a full range to facilitate the promotion of active andpassive safety applications for automotive electronics, industrial, communications, andenergy industries.
The company is also actively investing resources in the development of technologies andproducts for emerging third-generation semiconductors. Silicon Carbide (SiC) Schottky
Diodes have been launched progressively, and the development of Silicon Carbide
Metal-Oxide-Semiconductor Field-Effect Transistors (SiC MOSFETs) is ongoing.
The development of ESD protection has been focused on products for static protectionthat meet various in-car communication standards and Ethernet requirements.
Additionally, a range of low power, high output current automotive
low-dropout/low-power voltage regulator ICs are being developed to cover stable voltage
supplies for automotive MCUs at 3.3V and 5V. Some of these have been independently
developed and are currently undergoing more rigorous human and equipment investment
for validation under automotive regulations, progressively meeting the AEC-Q100
automotive standards, with the hope of gaining recognition from automotive clients forhigh quality and service.
(B) Barcode printerWith the increase in applications for automatic identification in the global market, theCompany spent NT$240,833 thousand on research and development in 2023, accounting
for 3% of the revenue and will continue invest in development of remote printermanagement value-added software tools (TSC Console or SOTI Connect) accessible via
the Internet or intranet, to help clients manage devices and expand service scopes. In
addition to developing new generation products and applications in new fields, theCompany will focus on linerless environmental label applications, capable of reducing raw
material consumption by 15% and carbon emissions and waste by 50%. The company will
also spend the funds on the capital expenditures on labeling paper equipment to strengthen
7competitiveness and ensure sustainable potential for revenue and profit growth.
2. 2024 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.
(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 printerIn response to the global corporate emphasis on ESG sustainability and thecomprehensive demands on the entire supply chain, our company is actively launching
new products made from recyclable materials to expand our business domain. Additionally,
we will continue to develop complete software and hardware solutions required by ourcustomers, expand the marketing channels for our full range of products from low tohigh-end, deepen the operation of our own brands globally, increase customer utilization of
automatic identification systems, and provide a more comprehensive network ofapplication services to create diverse value for our customers.
(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:
1. Ensure stability and quality of supplies from important suppliers and maintain appropriate
inventory levels and turnover rates.
2. Continuously expand the global operational scale and strengthen the core competitive
strength of the company’s operational fundamentals.
83. Provide all-around high-quality service to build sustainable business capabilities.
(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 2024 is asfollows:
Products
2024 sales projection
2023 actual sales
Rectifier Diode3,824,679(kpcs)
3,409,046(kpcs)
Small signal products

1,304,953(kpcs)

1,191,026(kpcs)

MOSFET

303,303 (kpcs)

215,281(kpcs)

Analog IC

77,077(kpcs)
76,320(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), lowloss voltage regulator, surge absorber (TVS), electrostatic protection, fast recovery diode,and transistor continue selling to European, American, and Japanese companies, in themeantime, the Company developed the rapidly growing Chinese and Indian automotive
electronics companies. Due to the regulation amendment in vehicle lighting, it isnecessary 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.
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 are9

used 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
the automatic identification printers. The estimated sale in 2024 as follow.
Unit: Thousand
Products

2024 sales projection

2023 actual sales

Automatic
Identification Printers

750

700

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: Continuously adhering to the customer-centered principle, we persist
in integrating brand, product, marketing, and customer service to offer
a unified service and experience, thereby strengthening the market
image and enhancing competitive advantage. By understanding thevarious application changes of different industry customers worldwide
and collaborating more closely with upstream and downstream
partners, we explore new customers, new solutions, innovative service
models, and develop new products with a new business mindset,
creating multiple win-win growth opportunities.
(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,
10

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 or automatic identification printing is becoming more and more active;
moreover, there is an increasing need for products to meet ESG requirements. 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, a greater focus on developing
products made from recyclable materials, and actively face external challenges with thegoal 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.
(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
11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

12

CFO: Cheng, I-Cheng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 balance sheet as of December 31, 2023 and 2022, the statement of comprehensive income,changes in equity and cash flows for the years then ended, and notes to the financial statements, including asummary of material 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, 2023 and 2022, 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 Financial Statement Audit andAttestation Engagements of 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 Auditof the Financial Statements section of our report. We are independent of the Company in accordance with The
Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled ourother ethical responsibilities in accordance with these requirements. Based on our audits and the reports of otherauditors, 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 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 10.67% and8.68% of the total assets at December 31, 2023 and 2022, respectively, and the related share of profit ofsubsidiaries accounted for using the equity method constituting 31.95% and 17.16% 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.

1. Revenue recognition
Please refer to Note 4(m) to financial statements for accounting policy of revenue recognition; and Note 6(o)“Revenue from contracts with customers” for details on the related explanation.
Description of the key audit matter:
The main business items of the Company are the manufacture and sale of rectifiers. Revenue recognition is
one of the key assessment matters in our audit. Revenue is the key indicator to evaluate the performance byinvestors and management. Therefore, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: (i) testing the relevant control over the sales and collection cycle todetermine the reliability of revenue records. (ii) checking and adjusting the data of sales system and generalledger entries, and evaluating whether the conditions of sale are consistent with the recognition of accounting
policies. (iii) Performing trend analysis on the top ten sales customers to assess whether there are any
material abnormality. (iv) using system tools to sample sales transactions before and after the year end toevaluate the accuracy of the period and amount of revenue recognition.
2. Impairment on investment accounted for using the equity method
Please refer to Note 4(h) “Investment in subsidiaries” and (l) “Impairment of non-financial assets” ofthe financial statements for the details on the accounting policy about investments accounted for using equity
method; Note 5(c) “Investments impairment assessment for using equity method“for details on thesignificant accounts assumptions and judgments Note 6(e)” investments accounted for using equity
method” for details on the related explanation.
Description of the key audit matter:
When TSC Auto ID Technology (TSC Auto ID) obtained the business combinations and its control, andrecognized 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 the recoverable amount. The estimation of the future cash flow involves
industrial environment and the forecast of the future operating results. Once the indicators of the forecastchange, the recoverable amount will change as well and may cause an impairment loss. Due to theinvestments are the important investees and the amount is regarded as material. Therefore, the impairment on
investment amounted for using the equity method is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: 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 (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 and risk premium), etc. andassessing 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.
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.

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 areresponsible for the direction, supervision and performance of the 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.
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 Kuo, Yang-Lun andHsiao, Pei-Ju.

KPMG
Taipei, Taiwan (Republic of China)
March 15, 2024

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.

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

TAIWAN SEMICONDUCTOR CO., LTD.
Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of

1100
1110
1150
1170
1180
1200
130X
1479

1510
1517
1551
1600
1755
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, 2023
Amount%$Non-current assets:
Non-current financial assets at fair value through profit or loss (note 6(b))
Non-current financial assets at fair value through other comprehensive
income (note (b))
Investments accounted for using equity method (note (e))
Property, plant and equipment (note (f))
Right-of-use assets (note (g))
Intangible assets (note (h))
Deferred tax assets (note (m))
Other non-current financial assets (note (b))
Other non-current assets

Total assets

See accompanying notes to parent company only financial statements.

$

795,597
21,060December 31, 2022
Amount%8-282
435,637
442,830
32,3181,224,393
32,5872,984,704-

22,383

New Taiwan Dollars)

1,139,543
-

10
-

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

-

-

-

-

-

5,212,425
2,089,063
4,024
71,765
110,445
51,867
166,313
7,728,285

49
20
1
1
2
73

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

4
4
11
27

10,712,989 100

4,157

5
6
10
1
32

45
19
1
1
1
1
68

11,400,475 100

2100
2120
2170
2181
2220
2230
2320
2280
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))
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))
Lease liabilities, current (note 6(k))
Other current liabilities

2541
2570
2580
2640

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

3110
3200
3300
3400
3500

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

December 31, 2022
Amount%December 31, 2023
Amount%$950,000
263,239
303,235
35,604
98,768298,583940
325,091
2,275,460
228,808
449,473
1,360
22,493702,134
2,977,594

$

9
2
3
1
3
3
21
2
4
6
27

2,634,854 25
2,209,251 21
3,816,863 36(419,530) (4)(506,043) (5)7,735,395 73
10,712,989 100

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

(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2023
Amount
4110
4190

5910

Total sales revenue (notes 6(o) 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
6450

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

5000

7100
7010
7020
7050
7070

7950
8300
8310
8311
8330

8360
8361
8300

$

Operating income
Non-operating income and expenses (notes 6(p) 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.

%

Amount

%4,708,842
98,3694,610,473
3,506,778
1,103,695(15,662)
1,119,357

102
2
100
76
24
24

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

101
1
100
71
29
1
28

354,097
215,950
141,341(7,803)
703,585
415,7727
53

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

8
5
1

11,614
19,311
36,031(22,675)159
1-404,836
449,117864,889
146,249
718,640

Profit before income tax
Less: Income tax expenses (note 6(m))
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(l))
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(r))
Diluted earnings per common share (NT dollars) (note 6(r))

2022

$
$
$

9
10
19
3
16

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

14
14
1
3
-

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

15
19
33
5
28

(2,775)

-

2,549

-

(651)
(3,426)

-

1,752
4,301

-

(59,972)(63,398)
655,242

(1)
(1)
15
2.89
2.88

171,567
175,868
1,738,755

3
3
31
6.28
6.23

(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022$
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 for using equity method
Balance at December 31, 2022
Net income
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Provision of legal 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, 2023$

Ordinaryshares2,650,854(16,000)-

See accompanying notes to parent company only financial statements.

Total other
equity interest
Retained earnings
Exchangedifferences ontranslation of
Unappropriatedretained
Capital
Total retained foreign financial
statements
earnings
surplusearnings
Legal reserve Special reserve
Treasury shares
2,166,799
884,887459,300
1,902,930
3,247,117(531,125)(506,990)
1,562,887
1,562,887
4,301
4,301
171,567
1,567,188
1,567,188
171,567(69,482)
85,482(84,535)--

88,1372,634,854-

37,0002,771
2,137,088
-

-

-

-

2,634,854

59,20012,9632,209,251-

Total equity
7,026,655
1,562,887
175,868
1,738,755(84,535)(88,137)(71,825)(658,714)(658,714)--(658,714)-

2,651,442
718,640(3,426)715,214

4,155,591
718,640(3,426)715,214(359,558)(59,972)(59,972)(506,043)-

37,0002,771
8,061,932
718,640(63,398)
655,242

156,719-(156,719)(1,053,942)(1,053,942)--(1,053,942)

1,129,743-

2,155,995

3,816,863(419,530)(506,043)

59,20012,963
7,735,395--

71,825-

973,024-

531,125

531,125

(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

2023

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Reversal of expected credit loss
Gain 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:(Increase) decrease in financial assets at fair value through profit or loss
(Increase) decrease in notes receivable
Decrease in accounts receivable(Increase) decrease in accounts receivable due from related parties(Increase) decrease in other receivable
Increase in inventories(Increase) decrease in other current assets
Decrease in notes payable
Increase(decrease) in accounts payable
Decrease in accounts payable to related parties
Increase (decrease) in other payable
Decrease in other payable to related parties
Increase (decrease) 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 profit or loss
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 right-of-use assets
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 in short-term loans
Proceeds from long-term borrowings
Repayments of long-term borrowings
Payment of lease liabilities
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

Representation Letter$

2022
864,889

1,829,559

333,878
51,927(7,803)(3,169)21,285(11,614)(404,836)(99)(15,662)(36,093)

319,548
48,443
1,701
9,810(3,635)(874,492)(2,792)53,444(447,973)(16,918)(230)
190,174
227,966
5,230(30,395)
76,848150,593479
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(219,263)(35,392)(252)(2,951)(93,459)(328)
64,937929,826
12,071
333,180(22,432)(300,972)
951,673(19,607)--(4,157)(52,494)
3,475(105,072)(2,035)(59,233)
70,878(226,692)(341,761)(21,449)(2,617)(133,453)(210,695)

360,000

219,280
139,320(1,890)-$(259,349)(567)(1,053,942)(953,858)(343,946)
1,139,543
795,597(658,714)(302,004)
572,504
567,039
1,139,543

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, 2023 under the Criteria Governing
the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements ofAffiliated Enterprises are the same as those included in the consolidated financial statements prepared inconformity 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 be disclosed in the combined financial statements is included in the consolidated financial statements.
Consequently, TAIWAN SEMICONDUCTOR CO., LTD. and Subsidiaries do not prepare a separate set ofcombined financial statements.

Company name: TAIWAN SEMICONDUCTOR CO., LTD.
Chairman: Wang Shiu-Ting
Date: March 15, 2024.

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 of December
31, 2023 and 2022, the consolidated statement of comprehensive income, consolidated changes in equity andcash flows for the years then ended, and notes to the consolidated financial statements, including a summary ofmaterial 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, 2023 and 2022, 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 Interpretations Committee(“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of 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 Auditof the Consolidated Financial Statements section of our report. We are independent of the Group in accordancewith The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we havefulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and thereports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 41.55% and 39.48% of the consolidated total assets at December 31, 2023 and 2022, respectively,
and the total operating revenues constituting 57.14% and 50.79% of the consolidated total operating revenues forthe years then ended respectively.
The company has additionally prepared its parent-company-only financial statements as of and for the years
ended December 31, 2023 and 2022, on which we have issued an unqualified opinion with other mattersparagraph.

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of 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. Revenue recognition
Please refer to Note 4(n) “Revenue recognition” to the consolidated financial statements for accounting
policy of revenue recognition; and Note 6(r) “Revenue from contracts with customers” for details on therelated explanation .
Description of the key audit matter
The main business items of the Group are the manufacture and sale of rectifiers, and the manufacture andservice of automatic identification system products. Revenue recognition is one of the key assessment mattersin our audit. Revenue is the key indicator to evaluate the performance by investors and management.
Therefore, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: (i) testing the relevant control over the sales and collection cycle todetermine the reliability of revenue records. (ii) checking and adjusting the data of sales system and generalledger entries, and evaluating whether the conditions of sale are consistent with the recognition of accounting
policies. (iii) conducting trend analysis on the top ten sales customers to assess whether there are any majoranomalies. (iv) using system tools to sample sales transactions before and after the year end to evaluate thecorrectness of the period and amount of revenue recognition.
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; Note 5(c) “The assessment of
impairment loss of goodwill” of the accounting estimates and estimation uncertainty of the assessment of
impairment loss of goodwill; and Note 6(i) “Goodwill” for details on the related explanation.
Description of key audit matter
When the Groups Bar Code Printers department obtained the business combinations and its control, andrecognized 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 the recoverable amount. The estimation of the future cash flow involves
industrial environment and the forecast of the future operating results. Once the indicators of the forecastchange, 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: 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 (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 and risk premium), etc. andassessing the previous operating conditions, the conditions of industrial environment and future outlook.

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 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 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.
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 Kuo, Yang-Lun andHsiao, Pei-Ju.

KPMG
Taipei, Taiwan (Republic of China)
March 15, 2024

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.

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

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of

1100
1110
1150
1170
1200
1220
130X
1410
1476

1510
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 (notes 6(c) and (r))
Accounts receivable, net (notes 6(c) and (r))
Other receivables
Current tax assets
Inventories (note 6(d))
Prepayments
Other current financial assets (note 6(b))

December 31, 2023
Amount%$Non-current assets:
Non-current financial assets at fair value through profit or loss (note 6(b))
Non-current financial assets at fair value through other comprehensive
income (note 6(b))
Property, plant and equipment (notes 6(f) and (w))
Right-of-use assets (note 6(g))
Intangible assets (notes 6(h) and (w))
Goodwill (notes 6(i) and (w))
Deferred tax assets (note (o))
Other non-current financial assets (note 6(b))
Other non-current assets

New Taiwan Dollars)

December 31, 2022
Amount%3,383,447
25,603307
2,575,666
72,08022,532
3,351,290
148,159
86,5409,665,624

19
15
19
1
1
55

3,595,681
1,798
588
3,015,880
105,789409
3,500,033
251,545599,488
11,071,211

20
17
1
19
1
3
61

22,383---

4,423,524
189,295
578,045
1,269,559
544,142
416,549
436,3617,879,858

25
1
3
7
3
3
3
45

4,157
4,483,033
229,239
308,413
1,136,565
458,165
83,020443,016
7,145,608

25
1
2
6
3
2
39

2100
2120
2170
2200
2230
2322
2280
2399

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

2540
2580
2640
2570
2670

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

3110
3200
3300
3400

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

3500
36XX
Total assets

See accompanying notes to financial statements.

$

17,545,482 100

18,216,819 100

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

December 31, 2023
Amount
%$1,621,395
1,356,786
1,011,117
220,156
307,457
105,383
261,483
4,883,777
839,963
64,88039,335972,065
45,994
1,962,237
6,846,014

2,634,854
2,209,251
3,816,863(419,530)$

December 31, 2022
Amount
%
9

8
6
1
2
1
1
28
5

1,466,515
2,392
1,648,557
1,065,266
415,066
322,349
106,012
325,900
5,352,057

11
39

1,084,391
123,21435,000825,106
71,5682,139,279
7,491,336

15
12
22
(2)

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

6(506,043) (3)7,735,395 44
2,964,073 17
10,699,468 61
17,545,482 100

8
9
6
2
2
2
29
6
1
5
12
41

14
12
23
(2)

(506,043) (3)8,061,932 44
2,663,551 15
10,725,483 59
18,216,819 100

(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2022

2023
Amount
4110
4190
5000
6000
6100
6200
6300
6450

7100
7010
7020
7050

Total sales revenue (note 6(r))
Less: Sales discounts and allowances
Net operating revenues
Cost of goods sold (note 6(d))
Gross profit
Operating expenses (notes 6(n) and (t)):
Selling expenses
Administrative expenses
Research and development expenses
Impairment loss

7950
8300

Other comprehensive income:

8310

Components of other comprehensive income (loss) that will not bereclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans (note 6(n))

8349

8360
8361
8399

8300

1,382,342
890,966
443,113
7,713
2,724,134
1,768,528

Operating income
Non-operating income and expenses (note 6(s)):
Interest income
Other income
Other gains and losses
Finance costs
Profit before income tax
Less: Income tax expenses (note 6(o))
Profit8311$ 15,214,856
598,842
14,616,014
10,123,352
4,492,662

Income tax related to components of other comprehensive income that will
not be reclassified to profit or loss
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 (note 6(o))
Other comprehensive income (after tax)
Comprehensive income%

Amount104 16,442,867
4
755,733
100 15,687,134
69 10,337,968
31 5,349,166
9
6
3

%
105
5
100
66
34

18
13

1,296,411
906,575
355,388271
2,558,645
2,790,521

42,81752,142
56,619(82,309)69,2691,837,797
527,804
1,309,993

(1)
(1)
12
4
8

19,892
46,025
197,944(40,452)
223,409
3,013,930
837,015
2,176,915-(4,578)

-

7,368

-

(4,578)

-

7,368

-

(43,641)-

341,796(4,590)(48,231)-(48,006)
293,790(52,809)-

301,158

2

-

8
6
2
16
18

1
1
19
5
14

2
2

$ 1,257,184

8

2,478,073

16$

718,640

4

1,562,887

10

591,3534

614,0284$ 1,309,993

82,176,915

14$

655,2424

1,738,755

11

601,9424

739,3185$ 1,257,184
8
$
2.89
$
2.88

2,478,073

16
6.28
6.23

Net income attributable to:
Owners of the parent
Non-controlling interests (note 6(e))
Comprehensive income attributable to:
Owners of the parent
Non-controlling interests (note 6(e))
Basic earnings per common share (NT dollars) (note 6(u))
Diluted earnings per common share (NT dollars) (note 6(u))

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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
Retained earnings

Balance at January 1, 2022$

Ordinaryshares2,650,854

Capitalsurplus2,166,799

Exchangedifferences ontranslation of
Total equity
Unappropriated Total retained
foreign financial
attributable to Non-controlling
Legal reserve
Special reserve retained earnings
earnings
statements
Treasury shares owners of parent
interests
884,887459,300
1,902,930
3,247,117(531,125)(506,990)
7,026,655
2,200,854

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)(88,137)

-

-

-

-

-

-

(71,825)

-

-

-

-

-

-

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

Subsidiaries purchase of treasury shares(69,482)-

Total equity
9,227,509-(84,535)

-

-

-

-

(84,535)

Provision of legal reserve--

Provision of special reserve

-

-

-

Cash dividends

-

-

-

-

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

Appropriation and distribution of retained earnings:
88,137

71,825Adjustments of capital surplus for company's cash dividends received bysubsidiaries-

37,000

-

-

-

-

-

-

37,000-37,000Changes in equity of affiliate accounted for using equity method

-

2,771

-

-

-

-

-

-

2,771

-

2,771

Changes in non-controlling interests--

Balance at December 31, 2022

2,634,854

2,137,088

Net income

-

-

-

Other comprehensive income

-

-

-

-

-

-

Provision of legal reserve--

Cash dividends--

Total comprehensive income

-

-

-

-

-

-

-

(276,621)(276,621)

2,651,442

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

8,061,932

2,663,551

10,725,483-

718,640

718,640--

718,640

591,353

1,309,993-(3,426)(3,426)(59,972)-(63,398)

10,589(52,809)-715,214715,214(59,972)-

655,242

601,942

1,257,184-(156,719)--(1,053,942)

59,200---12,963

973,024

531,125

Appropriation and distribution of retained earnings:

Adjustments of capital surplus for company's cash dividends received bysubsidiaries-

156,719(1,053,942)
-

-

-

-

-

-

-

-

(1,053,942)-(1,053,942)--

59,200-59,20012,963-

Changes in equity of affiliate accounted for using equity method

-

-

-

-

-

-

-

Changes in non-controlling interests

-

-

-

-

-

-

-

-

-

(301,420)(301,420)

2,634,854

2,209,251

1,129,743

2,155,995

3,816,863(419,530)(506,043)

7,735,395

2,964,073

10,699,468

Balance at December 31, 2023

See accompanying notes to financial statements.

$

531,125

12,963

(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

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 on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Gain (loss) on disposal of property, plant and equipment
Reversal of impairment gain on non-financial assets
OthersTotal adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:(Increase) decrease in financial assets at fair value through profit or loss
Decrease in notes receivable(Increase) decrease in accounts receivable(Increase) decrease in other receivables(Increase) decrease in inventories(Increase) decrease in prepayments(Increase) decrease in other financial assets
Decrease in notes payable
Decrease in accounts payable
Increase (decrease) in other payable
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liabilities
Increase (decrease) 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 profit or loss
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of subsidiaries (net of cash acquired)
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other financial assets
Acquisition of right-of-use assets
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 in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Payment of lease liabilities
Decrease in guarantee deposits received
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 (decrease) 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.

2023

$

1,837,797

3,013,930

848,095
139,801
7,713
5,965
80,472(42,817)(274)(88)
12,963
1,051,830

790,180
140,791271
51,151
38,330(19,892)
4,840
(595)
2,771
1,007,847(30,781)281
512,393
35,649207,442
50,063512,948(386,093)(86,941)(77,841)
4,335(29,954)
1,763,331
3,601,128
43,274(74,503)(737,488)
2,832,411

103,947163(65,336)(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(19,607)-(358,490)(262,647)
1,599(436,127)(2,035)(42,622)
11,877(304,688)(1,412,740)

-

-

-

-

$

2022

146,091
300,000(586,822)(130,872)(246)(994,742)(301,420)(1,568,011)(63,894)(212,234)
3,595,681
3,383,447-(4,157)(526,957)
5,531(11,437)(35,317)(27,074)(92,105)(691,516)
545,089
419,320(561,890)(127,258)(130)(621,714)(84,535)(276,621)(707,739)
96,203894,033
2,701,648
3,595,681

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 2023 of the company. Among them, theindividual financial report and consolidated financial report were appointed by the board of directors
to accountants Guo, Yang-Lun and Xiao, Pei-Ru 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:2024 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-Zhuang

March 15, 2024

See accompanying notes to financial statements.

TAIWAN SEMICONDUCTOR CO., LTD.
Fiscal Year 2023
Earnings Distribution Table
Unit: NTD
Items

Subtotal

Beginning retained earnings (Beginning Balance)

Total

1,440,780,886

Add: 2023 Net profit after tax

718,640,048

減：Remeasurements of defined benefit plan

3,425,395

Less: 10% legal reserve

71,521,465

Distributable earnings

2,084,474,074

Less：Distributable items(1) Dividend to shareholders (NTD 2.0 per share)(NTD 2.0 per share of cash dividend) ----(Note)

526,970,972

Unappropriated retained earnings (Ending Balance)

526,970,972
1,557,503,102

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.
526,970,972
2) Total Stock dividend of the director for the current period NTD3) 2023 net profit after tax after distribution NTD
116,722,216 Hasn’t been distributed.

31