SiS — AGM Information 2022

Jul 1, 2022

Stock Code：2363

The Form of Shareholders’ Meeting: Physical

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Silicon Integrated Systems Corp.

2022 Annual Shareholders’ Meeting

Meeting Minutes

June 21, 2022

------Disclaimer------

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2022 ANNUAL SHAREHOLODERS’ MEETING (“THE MINUTES”) OF SILICON INTEGRATED SYSTEMS CORPORATION (“THE COMPANY”). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NO OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION.THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.

SiS 2022 Annual Shareholders’ Meeting Minutes

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Silicon Integrated Systems Corp.

2022 Annual Shareholders’ Meeting Minutes

Time: Thursday, June 21, 2022 9:00 am

Location: No. 180, Sec. 2, Gongdao 5[th] Rd., Hsinchu (Silicon Building)

Attendants: All shareholders and their proxy holders, representing 412,600,052 shares (among them, 199,156,757 shares voted via electronic transmission), or 60.54% of the total 681,444,867 outstanding shares

Directors Present: Cheng-Chien Chien, Kuei-Hung Tseng,

Shur-Jung Shyi, Tsi-Wang Huang, Ya-Ching Li.

Chairman: Cheng-Chien Chien, the Chairman of the Board of Directors Minute Recorder: Yuan-Kwei Chen

• I. Chairman announced commencement.

• II. Chairman’s Speech (omitted)

• III. Report Items

Report 1: 2021 Business Report

• Acknowledged

• Report 2: Audit Committee's Review Report on the 2021 Financial Statements

• Acknowledged

• Report 3: Report on the shareholders' proposal at the Annual Shareholders' Meeting Acknowledged

• Report 4: Report on 2021 employees’ and directors’ compensation Acknowledged

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IV. Proposed Resolutions Proposal 1:

Proposal: Ratification of the 2021 Business Report and Financial Statements. Description:

1. The 2021 Business Report and Financial Statements have been approved by the Board of Directors at the 13th Meeting of the 11th Board of Directors, reviewed by the Audit Committee, which has issued a written review report, and submitted to the shareholders' meeting for ratification in accordance with the laws and regulations. Please refer to Attachment II.

2. For the attached Business Report, please refer to Attachment I on page 7 to 8 of this Handbook. For the Independent Auditors' Report and the above financial statements, please refer to Attachments III to V.

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 412,600,052 shares were represented at the time of voting

(including 199,156,757 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 403,249,301 votes (including189,933,190 shares voted via electronic transmission)	97.73%
Votes against: 610,961 votes (including610,961 shares voted via electronic transmission)	0.14%
Votes invalid: 0 votes (including0 shares voted via electronic transmission)	0.00%
Votes abstained: 8,739,790 votes (including8,612,606 shares voted via electronic transmission)	2.11%

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Proposal 2:

Proposal: Ratification of the 2021 Earnings Distribution Proposal Description:

1. With the Company's earnings after tax for 2021 of NT$198,311,209, plus the undistributed earnings at the beginning of 2021 of NT$2,545,423,629, the remeasurement of the defined benefit plan of NT$1,771,827, and the gain on sale - equity instrument investment at fair value through other comprehensive income of NT$66,464,340, while less the legal reserve of NT$(26,654,738), the distributable earnings for the period is NT$2,785,316,267. The Company proposed to distribute cash dividends of NT$545,155,893, or NT$0.8 per share, and share dividends of NT$681,444,860, or NT$1.0 per share, or 100 shares per 1,000 shares.

2. The distribution represents the distributable earnings in or after 1998.

3. Please refer to the following 2021 Earnings Distribution Table

Silicon Integrated Systems Corp.

2021 Earnings Distribution Table

Silicon Integrated Systems Corp. 2021 Earnings Distribution Table
	Unit: NT$
No.	Amount
Undistributed earnings at the beginning of the period	2,545,423,629
Plus: Remeasurement of defined benefit plans	1,771,827
Plus: Gain on sale - investments in equity instruments at fair value through other comprehensive income	66,464,340
Undistributed earnings at the beginning of the period after adjustment	2,613,659,796
Earnings after tax for the period	198,311,209
Less: Provision of legal reserve	(26,654,738)
Distributable earnings for the period	2,785,316,267
Less: Cash dividend NT$0.8/share	(545,155,893)
Less: Share dividend NT$1.0/share	(681,444,860)
Undistributed earnings at the end of the period	1,558,715,514

Chairman: Cheng-Chien Chien

Manager: Shur-Jung Shyi

Chief Accountant: Yuan-Kwei Chen

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• Note1. The cash dividends are calculated by "unconditionally rounded up to the nearest dollar", and the total amount of distribution less than one dollar is recognized as other income of the Company. The Board of Directors is authorized to set the ex-dividend date. If the number of outstanding shares is subsequently affected by the repurchase of the Company's shares, the transfer or cancellation of treasury shares, the addition or issuance or withdrawal of restricted employee shares, which result in a change of the dividend distribution rate, the Board of Directors is authorized by the shareholders' meeting to make appropriate adjustments.

• Note2. Upon approval by the competent authorities, the Board of Directors will set a base date for the distribution of the shares and distribute 100 bonus shares for every 1,000 shares based on the shareholding of each shareholder as recorded in the shareholders' register on the base date. If the decimal number of the number of shares held by the shareholders is insufficient to distribute one share, the shareholders may round up the number of shares. For the unrounded portion, the Chairman is authorized to invite a specific person to purchase the shares at par value. The cash payment shall be calculated up to the nearest dollar, while the amount below NT$1 will be rounded off. If the number of outstanding shares is subsequently affected by the issuance or withdrawal of restricted employee new shares, repurchase of the Company's shares, the transfer, cancellation or addition of treasury shares, which result in a change of the dividend distribution rate, the Board of Directors is authorized by the shareholders' meeting to make appropriate adjustments.

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 412,600,052 shares were represented at the time of voting

(including 199,156,757 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 403,253,273 votes (including189,937,162 shares voted via electronic transmission)	97.73%
Votes against: 611,228 votes (including611,228 shares voted via electronic transmission)	0.14%
Votes invalid: 0 votes (including0 shares voted via electronic transmission)	0.00%
Votes abstained: 8,735,551 votes (including8,608,367 shares voted via electronic transmission)	2.11%

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V. Discussion Items (I) Proposal 1:

Proposal: Amendment to the Articles of Incorporation

Description: In the event that a shareholders’ meeting is held by video conference, the table of

amendments is as follows:

amendments is as follows:
Before amendment		After amendment	Description
Article 12: The Company's shareholders' meetings are classified into two types: annual shareholders' meetings and extraordinary meetings. Annual shareholders' meetings are convened once a year, and shall be convened within six months after the end of each fiscal year starting from the previous meeting according to laws and regulations, unless otherwise approved by the competent authority for good cause shown. Extraordinary meetings may be convened according to laws and regulations whenever the Company deems necessary.		Article 12: The Company's shareholders' meetings are classified into two types: annual shareholders' meetings and extraordinary meetings. Annual shareholders' meetings are convened once a year, and shall be convened within six months after the end of each fiscal year starting from the previous meeting according to laws and regulations, unless otherwise approved by the competent authority for good cause shown. Extraordinary meetings may be convened according to laws and regulations whenever the Company deems necessary. The Company’s shareholders' meeting may be convened by video conference or in other methods as announced by the central competent authority.	The amendment is made in accordance with law

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 412,600,052 shares were represented at the time of voting

(including 199,156,757 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 403,213,884 votes (including189,897,773 shares voted via electronic transmission)	97.72%
Votes against: 623,269 votes (including623,269 shares voted via electronic transmission)	0.15%
Votes invalid: 0 votes (including0 shares voted via electronic transmission)	0.00%
Votes abstained: 8,762,899 votes (including8,635,715 shares voted via electronic transmission)	2.12%

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Proposal 2:

Proposal: Issuance of new shares by the capital increase from earnings Description:

1. In order to increase working capital, the Company proposed to increase capital by NT$681,444,860 through the distribution of shares dividends from the 2021 earnings, and issue 68,144,486 new ordinary shares with a par value of NT$10 per share.

2. The Company's current paid-in capital is NT$6,814,448,700 divided into 681,444,870 shares, of which three treasury shares are not distributed. After the issuance of new shares for capital increase, the paid-in capital is NT$7,495,893,560, divided into 749,589,356 shares.

3. Upon approval by the competent authorities, the Board of Directors will set a base date for the distribution of the shares and distribute 100 bonus shares for every 1,000 shares based on the shareholding of each shareholder as recorded in the shareholders' register on the base date. If the decimal number of the number of shares held by the shareholders is insufficient to distribute one share, the shareholders may round up the number of shares. For the unrounded portion, the Chairman is authorized to invite a specific person to purchase the shares at par value. The cash payment shall be calculated up to the nearest dollar, while the amount below NT$1 will be rounded off.

4. The rights and obligations of the new ordinary shares are the same as the issued shares.

5. If the number of outstanding shares is subsequently affected by the change of capital, which results in a change of the dividend distribution rate, the Board of Directors is authorized by the shareholders' meeting to make appropriate adjustments.

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 412,600,052 shares were represented at the time of voting

(including 199,156,757 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 403,189,236 votes (including189,873,125 shares voted via electronic transmission)	97.71%
Votes against: 679,067 votes (including679,067 shares voted via electronic transmission)	0.16%
Votes invalid: 0 votes (including0 shares voted via electronic transmission)	0.00%
Votes abstained: 8,731,749 votes (including8,604,565 shares voted via electronic transmission)	2.11%

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VI. Election

Proposal 1:

Proposal: Election of nine directors (including three independent directors) for the Company’s 12th Board of Directors.

Description:

1. The three-year term of the directors and independent directors of the 11th Board will end on June 20, 2022, and an election shall be held according to law. Nine directors (including three independent directors) should be elected at this time. The term of the newly elected directors is three years, starting from June 21, 2022 to June 20, 2025.

2. To cooperate with the operations of the Company's 2022 Annual Shareholders' Meeting, the directors and the independent directors of the 11th Board will be automatically dismissed upon the completion of the election of new directors and independent directors.

3. The Company has established the Audit Committee and the Remuneration Committee according to law. The members of these two committees are entirely formed by independent directors. The original members will be automatically dismissed upon the completion of the election of the independent directors of the 12th Board.

4. For the list of director candidates and relevant information, please refer to Attachment VI from pages 32-33 of this Handbook.

Elections Results：

List of Directors Elected

Elections Results：	List of Directors Elected
Position	Name	Votes Received
Director	Cheng-Chien Chien	414,086,977
Director	United Microelectronics Corp.	369,888,000
Director	Hsun Chieh Investment Co., Ltd.	368,000,000
Director	Wan-Fen Chou	365,000,000
Director	Goaltop Technology Corporation Representative：Shur-JungShyi	366,000,000
Director	Liangxun Investment Co., Ltd. Representative：Tsai-FengHou	367,000,000
Independent Director	Chia-Wei Tai	361,000,000
Independent Director	Ya-Ching Li	362,000,000
Independent Director	Ching-Liu Hsiao	360,000,000

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VII. Discussion Items (II)

Proposal 1:

Proposal: Removal of the non-competition restrictions for newly elected directors. Description:

1. According to Article 209 of the Company Law, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

2. The directors may have investments in or serve as directors in other companies with identical or similar business as the Company. Such circumstance shall obtain approval from the shareholders' meeting. If the Company's directors meet the above conditions, the shareholders' meeting shall discuss the removal of the non-competition restriction for the Company’s directors and the legal person represented by them (in case of a juristic entity, including its representative).

3. Please refer to Attachment VII of this Handbook for the relevant information on positions concurrently held by the newly elected directors at other companies.

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 412,600,052 shares were represented at the time of voting (including 199,156,757 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 402,858,133 votes (including 189,542,022shares voted via electronic transmission)	97.63%
Votes against: 834,985 votes (including834,985 shares voted via electronic transmission)	0.20%
Votes invalid: 0 votes (including0 shares voted via electronic transmission)	0.00%
Votes abstained: 8,906,934 votes (including8,779,750 shares voted via electronic transmission)	2.15%

VIII. Extraordinary Motions: None

IX. Adjournment: Meeting ended at 09:40 am

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Attachment I

Silicon Integrated Systems Corp. Business Report

As the COVID 19 pandemic still cast a shadow over the world in 2021, the supply in the overall electronics industry was imbalanced. The Company, in the IC design industry, failed to achieve the expected performance target as the IC foundry and packaging and testing capacity barely met the demand. However, as the Company strove to overcome the difficulties, our overall revenue increased by 57% compared with 2020 and our non-operating income even surged, with the shareholders' equity in the financial statements increasing by about NT$5.74 billion.

Looking ahead to 2022, we will launch a new generation of touch ICs with enhanced high voltage and reduced power consumption functions as well as a color picker. In addition, we have shipped out tens of millions of ICs for MEMS microphones. This year, the new TWS function will enable us to work with several new mass production clients and further increase the overall revenue as well.

2021 Business Performance

Results of the Business Plan

In the touchscreen field, we continuously devote time and effort to develop large-capacity chips and chips for active stylus pens of laptops for the education, industrial control, and business markets, among others. Meanwhile, we have improved and enhanced the performance of large projection screens and integrated them into smart presentation products featuring touchscreens, anti-ambient lights, and light adjustment functions that can be applied in home, office, and shopping mall presentations, education, and other scenarios, while being applied to ultra-large touchscreens up to 136" and glass projection screens in the education and business contexts. After years of research and development, we have also launched analog and digital control chips for MEMS microphones, which have been applied to smart conference systems. Such chips have gradually been recognized and adopted by well-known manufacturers. In addition, we rolled out the first-generation 3D immersive live streaming products, integrated with software, hardware, and algorithms, to provide a cost-effective 3D immersive live streaming experience.

The Company's financial condition, profitability and research and development are as follows.

Financial Condition

(I) Parent Company Only Financial Statements

Unit: NT$'000

			Unit: NT$'000
Item	2021	2020	Increase (decrease) amount
Revenue	237,235	136,621	100,614
Gross profit	78,255	37,230	41,025
Operating loss	(285,299)	(414,064)	128,765
Net income (loss) for the period	198,311	(299,468)	497,779

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(II) Consolidated Financial Statements

			Unit: NT$'000
Item	2021	2020	Increase (decrease) amount
Revenue	252,153	160,171	91,982
Gross profit	84,487	45,135	39,352
Operating loss	(355,457)	(447,374)	91,917
Net income (loss) for the period	184,678	(300,090)	484,768

Profitability

(I) Parent Company Only Financial Statements

	Item	2021	2020
Return on assets (%)		0.97	(2.36)
Return on equity (%)		0.97	(2.38)
Ratio to paid-in capital (%)	Net operating loss	(4.19)	(6.56)
	Net income (loss) before tax	3.07	(4.06)
Net profit margin (%)		83.59	(219.20)
Earnings per share (NTD)		0.29	(0.45)

(II) Consolidated Financial Statements

	Item	2021	2020
Return on assets (%)		0.90	(2.36)
Return on equity (%)		0.91	(2.38)
Ratio to paid-in capital (%)	Net operating loss	(5.22)	(7.09)
	Net income (loss) before tax	2.88	(4.07)
Net profit margin (%)		73.24	(187.36)
Earnings per share (NTD)		0.29	(0.45)

Research and development

• Continued to improve touch chip performance and improve the existing business, education, industrial control, and large projection screen markets. Develop large soft projection screens, glass touch modules, and smart (cloud) whiteboard touch modules, which are highly cost-effective.

• Launched USI and MPP specification stylus pens and environmental color stylus pens for notebook computers.

• Continued to develop microelectromechanical sound control products for AI applications.

• Continued to develop a highly cost-effective live streaming product, integrated with software, hardware, and algorithm, to achieve the goal of live streaming across the country.

Summary of 2022 Business Plan

Thank you for the support and encouragement from our shareholders, we will continue to invest in R&D resources and innovative technologies to improve the performance of our existing products and promote new modules, so as to increase revenue and return profits to our shareholders.

Sincerely,

We wish you all health and good fortune.

Chairman: Cheng-Chien Chien

Manager: Shur-Jung Shyi

Chief Accountant: Yuan-Kwei Chen

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Attachment II

Silicon Integrated Systems Corp. Audit Committee's Report

The 2021 financial statements and consolidated financial statements of the Company prepared and delivered by the Board of Directors had been jointly audited by CPA Shao-Pin Kuo and Hsin-Min Hsu from EY, who are of opinion that such financial statements are sufficient to present the financial condition, operating results and cash flow of the Company. The Business Report and earnings distribution have been reviewed by the Audit Committee, which has not found any inconsistencies. Therefore, the Audit Committee hereby issues this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Sincerely,

2022 Annual Shareholders' Meeting of Silicon Integrated Systems Corp.

Convener of the Audit Committee: Tsi-Wang Huang

March 10, 2022

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Attachment III 請

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Attachment VI

List of Director Candidates for the 12th Board

Position	Name/Gender	Education/Experience/Current Position	Number of Shares Held
Director	Cheng-Chien Chien Male	Education: MBA, Saginaw Valley State University Experience: Chairman of XGI Technology Inc. Current Position: Chairman of Silicon Integrated Systems Corp., director at Unimicron Technology Corp., Vice Chairman of Asia Pacific Microsystems, Inc., Chairman of HuiTong intelligence Co,. Ltd., and director at Xieyong Investment Co,. Ltd.	1,886,182
Director	United Microelectronics Corp.	Current Position: Director at Unimicron Technology Corp., director at Faraday Technology, director at Novatek Microelectronics Corp.,and director at ITE Tech. Inc.	129,577,431
Director	Hsun Chieh Investment Co., Ltd.	Current Position: Director at Coretronic Corporation, director at Harvatek Corporation, director at United Microelectronics Corporation, director at Pixart Imaging Inc., director of Unimicron Technology Corp., and director at Subtron TechnologyCo.,Ltd.	32,715,833
Director	Wan-Fen Chou Female	Education: Department of International Business, Tamkang University Experience: Senior Director at Finance Department of King Yuan Electronics Co., Ltd., Chief Financial Officer of Dawning Leading Technology Inc., and Assistant Manager of United Microelectronics Corporation Current Position: Independent director and member of the Remuneration Committee at Faraday Technology and supervisor at Xunjie Investment Co.,Ltd.	0
Director	GoaltopTechnologyCorporation		10,800
	Representative of Shur-Jung Shyi Male	Education: Master of Electrical Engineering, New York State University Experience: President of XGI Technology Inc. Current Position: President of Silicon Integrated Systems Corp. and supervisor at WaltopInternational Corporation	22,452
Director	Liangxun Investment Co., Ltd.		1,500,386
	Representative of Tsai-Feng Hou Female	Education: Master of Public Policy Program, National Sun Yat-sen University Experience: Special Assistant to the Chairman of Orient Semiconductor Electronics Limited Current Position: Independent director and member of the Audit Committee, the Remuneration Committee, and the Risk Management Committee of Nanya Technology Corporation, director at Taiwan Implant Technology Co., Ltd. And director at Liangxun Investment Co.,Ltd..	274,069

※The record date of shareholding is April 23, 2022

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List of Independent Director Candidates for the 12th Board

Position	Name/Gender	Education/Experience/Current Position	Number of Shares Held
Independent Director	Chia-Wei Tai Male	Education: College of Management, Fu Jen Catholic University Experience: Vice President of Investment Banking Division of SinoPac Securities, director at SinoPac Securities Venture Capital Corporation, director at Zhier Venture Capital Co., Ltd., and director at Taihan Precision Technology Co., Ltd. Current Position: Director at U-Neuron Biomedical Inc.	0
Independent Director	Ya-Ching Li Female	Education: Master of Accounting, University of Missouri Experience: Accounting Manager/Director of Audit Department of United Microelectronics Corporation Current Position: Senior Special Assistant to the President of GCS Holdings, Inc., director at D-Tech Optoelectronics Inc., director at GCOM Semiconductor Co., Ltd., and independent director at Unimicron TechnologyCorp.	0
Independent Director	Ching-Liu Hsiao Male	Education: Department of Economics, Feng Chia University Experience: Vice President of CTBC Bank Co., Ltd. Current Position: None	0

※The record date of shareholding is April 23, 2022

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Attachment VII

Removal of the non-competition restrictions for newly elected directors

Attachment VII Removal of the non-competition restrictions for newlyelected directors	Attachment VII Removal of the non-competition restrictions for newlyelected directors	Attachment VII Removal of the non-competition restrictions for newlyelected directors
Positions concurrentlyheld bythe newlyelected directors at other companies
Position	Name	Name and positions concurrently held in other companies
Director	Cheng-Chien Chien	Vice Chairman, Asia Pacific Microsystems, Inc. Director, Unimicron Technology Corp. Chairman, HuiTong Intelligence Co., Ltd. Director,Shieh YongCapital Co.,Ltd.
Director	United Microelectronics Corp.	Director, Unimicron Technology Corp. Director, Faraday Technology Corporation Director, Novatek Microelectronics Corp. Director,ITE Tech. Inc.
Director	Hsun Chieh Investment Co., Ltd.	Director, Coretronic Corporation Director, Harvatek Corporation Director, United Microelectronics Corp. Director, Pixart Imaging Inc. Director, Unimicron Technology Corp. Director,Subtron TechnologyCo.,Ltd.
Director	Wan-Fen Chou	Independent Director, Faraday Technology Corporation
Director	Tsai-Feng Hou	Independent Director, Nanya Technology Corp. Director, Taiwan Implant Technology Co., Ltd. Director,Liangxun Investment Co.,Ltd.
Independent Director	Chia-Wei Tai	Director, U-Neuron Biomedical Inc.
Independent Director	Ya-Ching Li	Independent Director, Unimicron Technology Corp. Director, D-Tech Optoelectronics Inc. Director,GCOM Semiconductor Co.,Ltd.

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