TSM 20-F DEF-14A Report Dec. 31, 2023 | Alphaminr
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD

TSM 20-F Report ended Dec. 31, 2023

TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisorsItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Reviews and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RisksItem 12D. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsNote 1: Financial Assets Mandatorily Measured At FvtplNote 2: Including Notes and Accounts Receivable (net), Equity and Debt InvestmentsNote 4: Held For TradingItem Related Party CategoriesItem Related Party Name

Exhibits

1.1 Articles of Incorporation of Taiwan Semiconductor Manufacturing Company Limited, as amended and restated on June8, 2022. 2a.1 Description of Securities Registered Under Section12 of the Exchange Act. 3.1 Rules for Election of Directors, as amended and restated on July26, 2021. 3.2 Rules and Procedures of Board of Directors Meetings, as amended and restated on November8, 2022. 4.1(2) Land Lease with Southern Taiwan Science Park Administration (formerly Tainan Science Park Administration) relating to the fabs located in Southern Taiwan Science Park (effective August1, 2017 to July31, 2037) (in Chinese with English summary). 4.2(3) Land Lease with Southern Taiwan Science Park Administration (formerly Tainan Science Park Administration) relating to the fabs located in Southern Taiwan Science Park (effective May1, 2018 to April30, 2038) (English summary). 4.3(4) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective November1, 2019 to October31, 2039) (English summary). 4.4(5) Land Lease with Hsinchu Science Park Administration relating to Fab 3 and F12 (Phase III) (effective December4, 2009 to December31, 2028) (English summary). 4.5(6) Land Lease with Hsinchu Science Park Administration relating to Fab 3 and F12 (Phase III) (effective July1, 2015 to December31, 2034) (in Chinese with English summary). 4.6(7) Land Lease with Hsinchu Science Park Administration relating to Fab 8 (effective March15, 2017 to March14, 2037) (English summary). 4.7(4) Land Lease with Hsinchu Science Park Administration relating to Fab 12 (Phase I) and Corporate Headquarters (effective December1, 2019 to December31, 2038) (English summary). 4.10(5) Land Lease with Hsinchu Science Park Administration relating to Fabs 2 and 5 (effective April1, 2008 to December31, 2027) (English summary). 4.11(5) Land Lease with Hsinchu Science Park Administration relating to Fabs 3 (effective May16, 2013 to December31, 2032) (English summary). 4.12(9) Land Lease with Hsinchu Science Park Administration relating to Fab 12 and Corporate Headquarters (Phase II) (effective January1, 2021 to December31, 2040) (English summary). 4.13 Land Lease with Central Taiwan Science Park Administration relating to the fabs located in Taichung Science Park (effective January1, 2024 to September1, 2029) (English summary). 4.14(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective May14, 2005 to December31, 2024) (English summary). 4.15(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective April15, 2006 to December31, 2024) (English summary). 4.16(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective December1, 2009 to November30, 2029) (English summary). 4.17(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective December15, 2006 to December31, 2024) (English summary). 4.18(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective October1, 2011 to September30, 2030) (English summary). 4.19(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective August1, 2012 to July31, 2032) (English summary). 4.20(7) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective January22, 2014 to July31, 2032) (English summary). 4.21(5) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective February1, 2012 to January31, 2032) (English summary). 4.22(9) Land Lease with Hsinchu Science Park Administration relating to Fab 12 (Phase VVIVII) (effective February1, 2021 to December31, 2026) (English summary). 4.23(9) Land Lease with Hsinchu Science Park Administration relating to Fab 12 (Phase VVIVII) (effective February1, 2021 to December31, 2026) (English summary). 4.25(5) Land Lease with Hsinchu Science Park Administration relating to Fabs 2 and 5 (effective April1, 2010 to December31, 2029) (English summary). 4.26(5) Land Lease with Hsinchu Science Park Administration relating to Fab 12 (Phase I and Phase IV bridge) (effective July 21, 2008 to December31, 2027) (English summary). 4.27(4) Land Lease with Hsinchu Science Park Administration relating to Fab 8 (effective May15, 2019 to December31, 2038) (English summary). 4.28(10) Land Lease with Hsinchu Science Park Administration relating to Fab 12 (effective December1, 2014 to December31, 2033) (English summary). 4.29(10) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective March1, 2014 to February28, 2034) (English summary). 4.30(10) Land Lease with Southern Taiwan Science Park Administration relating to the fabs located in Southern Taiwan Science Park (effective August1, 2014 to July31, 2034) (English summary). 4.31 Land Lease with Hsinchu Science Park Administration relating to AP3 located in Longtan Science Park (effective January1, 2024 to December31, 2034) (English summary). 4.32(6) Land Lease with Southern Taiwan Science Park Administration relating to the fabs (AP2B and F6 bridge) located in Southern Taiwan Science Park (effective March16, 2015 to March15, 2035) (English summary). 4.33(6) Land Lease with Central Taiwan Science Park Administration relating to F15B located in Taichung Science Park (effective March25, 2015 to December31, 2034) (English summary). 4.34 Land Lease with Central Taiwan Science Park Administration relating to AP5 located in Taichung Science Park (effective January1, 2024 to July26, 2031) (English summary). 4.35(2) Land Lease with Southern Taiwan Science Park Administration relating to Fab18 located in Southern Taiwan Science Park (effective August1, 2017 to July31, 2037) (English summary). 4.36(2) Land Lease with Hsinchu Science Park Administration relating to F12 (Phase VII) (effective February1, 2017 to January31, 2037) (English summary). 4.37(3) Land Lease with Southern Taiwan Science Park Administration relating to the facility warehouse in Southern Taiwan Science Park (effective December1, 2018 to November30, 2038) (English summary). 4.38(4) Land Lease with Southern Taiwan Science Park Administration relating to Fab18 located in Southern Taiwan Science Park (effective January1, 2020 to December31, 2034) (English summary). 4.39(4) Land Lease with Southern Taiwan Science Park Administration relating to Fab18 located in Southern Taiwan Science Park (effective January1, 2020 to December31, 2034) (English summary). 4.40(4) Land Lease with Hsinchu Science Park Administration relating to Fab12(Phase 8 and Phase 9) (effective February5, 2020 to December31, 2039) (English summary). 4.41(9) Land Lease with Southern Taiwan Science Park Administration relating toT-SiteWater Reclamation Plant (effective April1, 2020 to March31, 2040) (English summary). 4.42(9) Land Lease with Southern Taiwan Science Park Administration relating toT-SiteWater Reclamation Plant (effective September1, 2020 to March31, 2040) (English summary). 4.43(9) Land Lease with Southern Taiwan Science Park Administration relating to Fab18 located in Southern Taiwan Science Park (effective October1, 2020 to September30, 2040) (English summary). 4.44(9) Land Lease with Southern Taiwan Science Park Administration relating to a warehouse (effective October 26, 2020 to October25, 2040) (English summary). 4.45(9) Land Lease with Southern Taiwan Science Park Administration relating to Fab18 located in Southern Taiwan Science Park (effective October20, 2020 to October19, 2040) (English summary). 4.46(9) Land Lease with Southern Taiwan Science Park Administration relating to Fab14 & Fab18 located in Southern Taiwan Science Park (effective January6, 2021 to January5, 2041) (English summary). 4.47(11) Land Lease with Southern Taiwan Science Park Administration relating to Fab14 & Fab18 located in Southern Taiwan Science Park (effective January1, 2022 to December31, 2041) (English summary). 4.48(11) Land Lease with Central Taiwan Science Park Administration relating to TCZWM located in Taichung Science Park (effective June21, 2021 to June20, 2041) (English summary). 4.49(11) Land Lease with Southern Taiwan Science Park Administration relating to the fabs (Fab18 bridge) located in Southern Taiwan Science Park (effective January1, 2022 to December31, 2041) (English summary). 4.50(11) Taiwan Semiconductor Manufacturing Company Ltd. Employee Restricted Stock Awards Rules for Year 2021. 4.51(11) Taiwan Semiconductor Manufacturing Company Ltd. Employee Restricted Stock Awards Rules for Year 2022. 4.52 Taiwan Semiconductor Manufacturing Company Ltd. Employee Restricted Stock Awards Rules for Year 2023. 4.53 Taiwan Semiconductor Manufacturing Company Ltd. Employee Restricted Stock Awards Rules for Year 2024 (as approved by the Board of Directors in February 2024, and subject to shareholder approval and approval by the R.O.C. Financial Supervisory Commission). 4.54(12) Taiwan Semiconductor Manufacturing Company Limited Global Employee Stock Purchase Plan for ADSs. 4.55(13) Taiwan Semiconductor Manufacturing Company Limited Employee Stock Purchase Plan for Common Shares. 4.56(13) Land Lease with Hsinchu Science Park Administration relating to Fab20 (effective September1, 2022 to December31, 2041) (English summary). 4.57(13) Land Lease with Hsinchu Science Park Administration relating to Fab20 (effective July4, 2022 to December31, 2041) (English summary). 4.58(13) Land Lease with Hsinchu Science Park Administration relating to Fab20 (effective November1, 2022 to December31, 2041) (English summary). 4.59(13) Land Lease with Kaohsiung City Government relating to Fab22 (effective August1, 2022) (English summary). 4.60(13) Land Lease with Hsinchu Science Park Administration relating to the Fab located in Longtan Science Park (effective March1, 2023 to December31, 2042) (English summary). 4.61(13) Land Lease with Hsinchu Science Park Administration relating to Fab20 (effective March1, 2023 to December31, 2042) (English summary). 4.62 Land Lease with Hsinchu Science Park Administration relating to Fab20 (effective June1, 2023 to December31, 2042) (English summary). 4.63 Land Lease with Hsinchu Science Park Administration relating to Fab20 (effective July14, 2023 to December31, 2042) (English summary). 4.64 Land Lease with Southern Taiwan Science Park Administration relating to the fabs (Fab 14 bridge) located in Southern Taiwan Science Park (effective June1, 2023 to May31, 2043) (English summary). 4.65 Land Lease with Southern Taiwan Science Park Administration relating to AP7(effective March1, 2024 to June30, 2043) (English summary). 8.1 Subsidiaries of Taiwan Semiconductor Manufacturing Company Ltd. 12.1 Certification of Chief Executive Officer required by Rule13a-14(a)under the Exchange Act. 12.2 Certification of Chief Financial Officer required by Rule13a-14(a)under the Exchange Act. 13.1 Certification of Chief Executive Officer required by Rule13a-14(b)under the Exchange Act. 13.2 Certification of Chief Financial Officer required by Rule13a-14(b)under the Exchange Act. 15.1 Consent of Deloitte& Touche. 17(13) Issuers of Guaranteed Securities. 97 Taiwan Semiconductor Manufacturing Company Limited Clawback Policy.