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SiS AGM Information 2023

Jun 20, 2023

52031_rns_2023-06-20_73d57d60-156b-4e01-aca3-b460f393ac39.pdf

AGM Information

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Stock Code:2363

The Form of Shareholders’ Meeting: Physical

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Silicon Integrated Systems Corp.

2023 Annual Shareholders’ Meeting

Meeting Minutes

June 6, 2023

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

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2023 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 2023 Annual Shareholders’ Meeting Minutes

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Silicon Integrated Systems Corp.

2023 Annual Shareholders’ Meeting Minutes

Time: Thursday, June 6, 2023 9:00 am

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

Attendants: All shareholders and their proxy holders, representing 483,541,820 shares (among them, 220,878,966 shares voted via electronic transmission), or 64.5% of the total 749,589,356 outstanding shares

Directors Present: Cheng-Chien Chien, Kuei-Hung Tseng, Shur-Jung Shyi,

Woan-Fen Chow, Chia-Wei Tai(Independent Director), Ching-Liu Hsiao(Independent Director)

More than one-half of all 9 directors are in attendance.

Attendess: Shan-Pin Kuo ( Partner of Ernst & Young, Taiwan)

Xin-Hui Yu ( Partner of Chen & Lin Attorneys-at-Low)

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: 2022 Business Report

  • Acknowledged

  • Report 2: Audit Committee's Review Report on the 2022 Financial Statements

  • Acknowledged

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

  • Report 4: Report on 2022 employees’ and directors’ compensation Acknowledged

  • Report 5: Amendments to certain provisions of the "Rules of Procedure for Board of Directors Meetings”

Acknowledged

SiS 2023 Annual Shareholders’ Meeting Minutes

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IV. Proposed Resolutions Proposal 1:

Proposal: Ratification of the 2022 Business Report and Financial Statements. Description:

  1. The 2022 Business Report and Financial Statements have been approved by Board of Directors at the 5th Meeting of the 12th Board of Directors, reviewed by 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. Concerning the attached Business Report, please refer to Attachment I. Concerning 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: 483,541,820 shares were represented at the time of voting

(including 220,878,966 shares voted via electronic transmission)

Voting Results % of the total
representation at the
time of voting
Votes in favor: 474,541,033 votes
(including212,008,567 shares voted via electronic transmission)
98.13%
Votes against: 669,608 votes
(including669,608 shares voted via electronic transmission)
0.13%
Votes invalid: 0 votes
(including0 shares voted via electronic transmission)
0.00%
Votes abstained: 8,331,179 votes
(including8,200,791 shares voted via electronic transmission)
1.72%

SiS 2023 Annual Shareholders’ Meeting Minutes

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Proposal 2:

Proposal: Ratification of the 2022 Earnings Distribution Proposal Description:

  1. With the Company's earnings after tax for 2022 of NT$483,656,432, plus the undistributed earnings at the beginning of 2022 of NT$1,558,715,514, the remeasurement of the defined benefit plan of NT$14,866,041, and the gain on sale - equity instrument investment at fair value through other comprehensive income of NT$361,420,911, while less the legal reserve of NT$(85,994,338), the distributable earnings for the period is NT$2,332,664,560. The Company proposed to distribute cash dividends of $749,589,353, or NT$1.0 per share.

  2. Please refer to the following 2022 Earnings Distribution Table.

Silicon Integrated Systems Corp.

2022 Earnings Distribution Table

Unit: NT$

Silicon Integrated Systems Corp.
2022 Earnings Distribution Table
Unit: NT$
No. Amount
Undistributed earnings at the beginning of the period 1,558,715,514
Plus: Remeasurement of defined benefit plans 14,866,041
Plus: Gain on sale - investments in equity instruments at fair value
through other comprehensive income
361,420,911
Undistributed earnings at the beginning of the period after adjustment 1,935,002,466
Earnings after tax for the period 483,656,432
Less: Provision of legal reserve (85,994,338)
Distributable earnings for the period 2,332,664,560
Less: Cash dividend NT$1.0/share (749,589,353)
Undistributed earnings at the end of the period 1,583,075,207

Chairman: Cheng-Chien Chien

Manager: Shur-Jung Shyi

Chief Accountant: Yuan-Kwei Chen

SiS 2023 Annual Shareholders’ Meeting Minutes

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Note : 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, 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: 483,541,820 shares were represented at the time of voting (including 220,878,966 shares voted via electronic transmission)

Voting Results % of the total
representation at the
time of voting
Votes in favor: 473,536,606 votes
(including212,004,140 shares voted via electronic transmission)
98.13%
Votes against: 675,665 votes
(including675,665 shares voted via electronic transmission)
0.13%
Votes invalid: 0 votes
(including0 shares voted via electronic transmission)
0.00%
Votes abstained: 8,329,549 votes
(including8,199,161 shares voted via electronic transmission)
1.72%

SiS 2023 Annual Shareholders’ Meeting Minutes

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V. Discussion Items

Proposal 1:

Proposal: Amendment to the Articles of Incorporation

Description:

  1. Handled in accordance with Order Hua-Tsung (1)-Jing-Tzu No.11000115851 on December 29, 2021.

  2. Please refer to page 31 [Attachment VII] of this Handbook for the comparison table of the amendment on provisions of the Company's "Articles of Incorporation".

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 483,541,820 shares were represented at the time of voting

(including 220,878,966 shares voted via electronic transmission)

Voting Results % of the total
representation at the
time of voting
Votes in favor: 474,533,491 votes
(including212,001,025 shares voted via electronic transmission)
98.13%
Votes against: 679,622 votes
(including679,622 shares voted via electronic transmission)
0.14%
Votes invalid: 0 votes
(including0 shares voted via electronic transmission)
0.00%
Votes abstained: 8,328,707 votes
(including8,198,319 shares voted via electronic transmission)
1.72%

SiS 2023 Annual Shareholders’ Meeting Minutes

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Proposal 2:

Proposal: Amendments to “Procedures of Acquisition and Disposal of Assets” Description:

  1. Handled in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" as amended by Financial Supervisory Commission's Financial-Supervisory-Securities-Corporate 1110380465 dated January 28, 2022.

  2. Please refer Attachment VIII for the comparison table of the amendment on provisions of the Company's "Regulations Governing the Acquisition and Disposal of Assets."

Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 483,541,820 shares were represented at the time of voting (including 220,878,966 shares voted via electronic transmission)

Voting Results % of the total
representation at the
time of voting
Votes in favor: 474,529,137 votes
(including211,996,671 shares voted via electronic transmission)
98.13%
Votes against: 685,221 votes
(including685,221 shares voted via electronic transmission)
0.14%
Votes invalid: 0 votes
(including0 shares voted via electronic transmission)
0.00%
Votes abstained: 8,327,462 votes
(including8,197,074 shares voted via electronic transmission)
1.72%

VI. Extraordinary Motions: None

VII. Adjournment: Meeting ended at 09:23 am

SiS 2023 Annual Shareholders’ Meeting Minutes

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【Attachments I】

Silicon Integrated Systems Corp.

Business Report

Although the global pandemic has gradually slowed down in 2022, the willingness to purchase consumer electronics products has been greatly reduced due to factors such as inflation and interest rate hikes. In addition, excessive stocking during the pandemic has resulted in high inventory levels, which created an extreme imbalance where supply far exceeds demand in the overall consumer electronics supply chain. The Company's IC design business failed to achieve the expected performance targets due to the impact of inventory depletion on the customer side and sluggish consumer demand. However, with the significant growth in non-operating income, the profit and loss for 2022 reached NT$519 million before tax and NT$0.65 per share.

Looking forward to 2023, we are launching a new generation of active pen ICs and touch ICs with improved functional integration and reduced power consumption, as well as support for multiple active pen protocols. In addition, we rolled out the first-generation 3 immersive live streaming products, integrated with software, hardware, and algorithms, to provide a cost-effective 3 immersive live streaming experience which contributes to the growth of the overall revenue.

2022 Business Performance

Results of the Business Plan

We continued to devote time and effort to develop large-capacity capactive touch chips and chips for active stylus pens within the touchscreen sector to be used in markets such as laptops and smart interactive white boards for various commercial, business, education, industrial control, and automotive applications. At the same time, we continue to improve and enhance the performance of smart white boards combined with wireless transmission and cloud technology for intelligent presentation products, which can be applied to office business presentations, teaching at schools, and other applications. In addition, we also launched the first-generation 3D immersive live streaming products, integrated with software, hardware, and algorithms, to achieve an easy-to-operate and cost-effective 3D immersive live streaming experience, which can be widely used in business live streaming promotion, distance learning and self-media education, online entertainment and theater performances, as well as other applications.

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

Financial Condition

(I) Parent Company Only Financial Statements Unit: NT$'000

Item 2022 2021 Increase (decrease) amount
Revenue 143,354 237,235 (93,881)
Gross profit (9,558) 78,255 (87,813)
Operating loss (404,595) (285,299) (119,296)
Net income for the period 483,657 198,311 285,346

(II) Consolidated Financial Statements Unit: NT$'000

Item 2022 2021 Increase (decrease) amount
Revenue 182,202 252,153 (69,951)
Gross profit 4,640 84,487 (79,847)
Operating loss (463,840) (355,457) (108,383)
Net income for the period 463,903 184,678 279,225

SiS 2023 Annual Shareholders’ Meeting Minutes

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Profitability

(I) Parent Company Only Financial Statements

Item 2022 2021
Return on assets (%) 2.49 0.97
Return on equity (%) 2.51 0.97
Ratio to paid-in
capital(%)
Net operating loss (5.40) (4.19)
Profit before income tax 7.18 3.07
Net profit margin (%) 337.39 83.59
Earnings per share (NTD) 0.65 0.26

(II) Consolidated Financial Statements

Item 2022 2021
Return on assets (%) 2.39 0.90
Return on equity (%) 2.40 0.91
Ratio to paid-in
capital(%)
Net operating loss (6.19) (5.22)
Profit before income tax 6.92 2.88
Net profit margin (%) 254.61 73.24
Earnings per share (NTD) 0.65 0.26

Research and development

  • Continued to improve touch chip performance and improve the existing business, education, industrial control, and smart white board markets. Develop highly cost-effective touch screens in various sizes and smart (cloud) white board touch modules.

  • Introduced the next generation of USI and MPP specification stylus pens and Bluetooth touch feedback for laptops and tablets.

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

  • Continued to develop a 3D live streaming product integrated with software, hardware, and algorithm with added motion detecting functions to cater to the new online and self media streaming applications.

Summary of 2023 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

SiS 2023 Annual Shareholders’ Meeting Minutes

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【Attachments II】

Silicon Integrated Systems Corp. Audit Committee's Report

The 2022 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,

2023 Annual Shareholders' Meeting of Silicon Integrated Systems Corp.

Convener of the Audit Committee: Ya-Ching Li

March 2, 2023

SiS 2023 Annual Shareholders’ Meeting Minutes

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【Attachments III】

Independent Auditors’ Report

To Silicon Integrated Systems Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Silicon Integrated Systems Corporation (“the Company”) as of December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and cash flows for the years ended December 31, 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reposts of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

The Company recognized NT$ 143,354 thousand as net sales for the year ended December 31, 2022. Sales of products is the main operating activity of the Company. Its sale regions include not only Taiwan but also Asia and other regions. Trade terms of sales of products under each sale order may be different. It is necessary for the Company to judge and determine the performance obligations and the timing of its satisfaction under each sale order. As a result, we determined the matter to be a key audit matter.

Our audit procedures include (but are not limited to) evaluating and testing the effectiveness of internal control which is related to the timing of revenue recognition; assessing the appropriateness of the accounting policy for revenue recognition; performing test of details on samples selected; tracing to relevant documentation of transactions, reviewing the significant terms of sale orders and agreements, identifying the performance obligations of the sale orders and agreements and timing of its satisfaction, performing cutoff procedures on selected samples for a period before and after reporting date, tracing to relevant documentation to verify the appropriateness of the timing of revenue recognition, and reviewing significant sales allowance and reversals in subsequent period. Please refer to Note 4 and Note 6 in notes to the parent company only financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain investee companies, which were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. The investment in these investee companies under equity method amounted to NT$119,839 thousand and NT$134,901 thousand, accounting for 1% and 1% of total assets as of December 31, 2022 and 2021, respectively. The related shares of losses recognized from these subsidiaries, associates and joint ventures under the equity method amounted to NT$43,633 thousand and NT$52,720 thousand, accounting for (8)% and (25)% of the net income before tax for the years ended December 31, 2022 and 2021, respectively.

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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 parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 in accordance with auditing standards generally accepted in 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

SiS 2023 Annual Shareholders’ Meeting Minutes

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  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.

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

  3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the parent company only financial statements. We are responsible 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 and timing 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 ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

SiS 2023 Annual Shareholders’ Meeting Minutes

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 parent company only financial statements 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 to outweigh the public interest benefits of such communication.

Kuo, Shao-Pin

Hsu, Hsin-Min

Ernst & Young, Taiwan

March 2, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with 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 financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

SiS 2023 Annual Shareholders’ Meeting Minutes

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Independent Auditors’ Report

To Silicon Integrated Systems Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Silicon Integrated Systems Corporation and its subsidiaries (“the Company”) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial position of the Company as of December 31, 2022 and 2021, and their consolidated financial performance and cash flows for the years ended December 31, 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reposts of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

The Company recognized NT$182,202 thousand as net sales for the year ended December 31, 2022. Sales of products is the main operating activity of the Company. Its sale regions include not only Taiwan but also Asia and other regions. Trade terms of sales of products under each sale order may be different. It is necessary for the Company to judge and determine the performance obligations and the timing of its satisfaction under each sale order. As a result, we determined the matter to be a key audit matter.

Our audit procedures include (but are not limited to) evaluating and testing the effectiveness of internal control which is related to the timing of revenue recognition; assessing the appropriateness of the accounting policy for revenue recognition; performing test of details on samples selected; tracing to relevant documentation of transactions, reviewing the significant terms of sale orders and agreements, identifying the performance obligations of the sale orders and agreements and timing of its satisfaction, performing cutoff procedures on selected samples for a period before and after reporting date, tracing to relevant documentation to verify the appropriateness of the timing of revenue recognition, and reviewing significant sales allowance and reversals in subsequent period. Please refer to Note 4 and Note 6 in notes to the consolidated financial statements.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, whose statements reflected total assets in the amount of NT$86,792 thousand, constituting 1% of the consolidated total assets as of December 31, 2022; and total operating revenue in the amount of NT$17,589 thousand, constituting 10% of the consolidated operating revenue for the year ended December 31, 2022. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors.

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We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. The investment in these associates and joint ventures under equity method amounted to NT$82,638 thousand and NT$101,275 thousand, representing 1% and 1% of the consolidated total assets as of December 31, 2022 and 2021, respectively. The related shares of losses from the associates and joint ventures under the equity method amounted to NT$18,970 thousand and NT$22,214 thousand, representing (4)% and (11)% of the consolidated net income before tax for the years ended December 31, 2022 and 2021, respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.

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 in accordance with auditing standards generally accepted in 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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 Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

SiS 2023 Annual Shareholders’ Meeting Minutes

19

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 consolidated financial statements 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 to outweigh the public interest benefits of such communication.

Others

We have audited and expressed an unqualified opinion on the parent company only financial statements of Silicon Integrated Systems Corporation as of and for the years ended December 31, 2022 and 2021.

Kuo, Shao-Pin

Hsu, Hsin-Min

Ernst & Young, Taiwan

March 2, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with 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 financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

SiS 2023 Annual Shareholders’ Meeting Minutes

20

【Attachments IV】
SILICON INTEGRATED SYSTEMS CORPORATION
As of December 31, 2022 and 2021
English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese
PARENT COMPANY ONLY BALANCE SHEETS
(Amounts in thousands of New Taiwan Dollars)
2
-
-
-
-
-
1
-
-
3
93
1
3
-
-
-
-
-
-
97
100
The accompanying notes are an integral part of the parent company only financial statements.
December 31, 2021 578,548
$ 9,624
15,165
35,015
50,669
5
97,798
5,172
16,217
808,213
21,568,706
152,154
734,499
99
4,628
-
2,883
162
59,171
22,522,302
23,330,515
$
9
-
-
-
-
-
1
-
-
10
84
1
5
-
-
-
-
-
-
90
100
December 31, 2022 1,391,733
$ 9,641
12,528
2,460
63,916
-
89,238
3,278
12,981
1,585,775
12,904,748
149,115
733,251
533
3,837
125
175
247
74,078
13,866,109
15,451,884
$
Notes 4, 6(1)
4, 6(3), 12
4, 6(4), 6(12), 12
4, 6(4), 6(12), 7, 12
12
12
4, 5, 6(5)
4, 6(2), 12
4, 6(6)
4, 5, 6(7)
4, 6(13)
4, 6(8)
4, 5, 6(17)
12
4, 6(9)
ASSETS Current assets
Cash and cash equivalents
Financial assets measured at amortized cost-current
Trade receivables, net
Trade receivables-related parties, net
Other receivables
Other receivables-related parties
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income-noncurrent
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assests
Intangible assets
Deferred tax assets
Prepayment for equipment
Refundable deposits
Net defined benefit assets-noncurrent
Total non-current assets
Total assets
SILICON INTEGRATED SYSTEMS CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
As of December 31, 2022 and 2021
(Amounts in thousands of New Taiwan Dollars)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29
1
2
12
56
100
100
December 31, 2021 304
15,437
8,669
52,329
2,639
1,943
102
3,128
3,492
88,043
2,487
-
3,772
6,259
94,302
6,814,449
81,798
402,492
2,811,971
13,125,503
23,236,213
23,330,515
$
-
-
-
1
-
-
-
-
-
1
-
-
-
-
1
48
1
3
15
32
99
100
December 31, 2022 1,192
1,850
158
71,746
897
2,058
160
2,931
3,621
84,613
2,612
378
3,830
6,820
91,433
7,495,894
85,303
429,146
2,418,660
4,931,448
15,360,451
15,451,884
$
Notes 6(11)
12
7, 12
12
7, 12
4, 6(13), 12
4, 5, 6(17)
4, 6(13), 12
12
6(10)
4, 6(10)
6(10)
LIABILITIES AND EQUITY Current liabilities
Contract liabilities-current
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Payables on equipment
Lease liabilities-current
Other current liabilities
Refund liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Lease liabilities-noncurrent
Guarantee deposits
Total non-current liabilities
Total liabilities
Equity
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity
Total equity
Total liabilities and equity
English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese
SILICON INTEGRATED SYSTEMS CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2022 and 2021
(Amounts in thousands of New Taiwan Dollars, except for earnings per share)
For the years ended December 31 % 100
(67)
33
(20)
(41)
(92)
-
(153)
(120)
1
238
2
-
(33)
208
88
(4)
84
-
2,549
-
2,549
2,633
The accompanying notes are an integral part of the parent company only financial statements.
2021 237,235
$ (158,980)
78,255
(47,096)
(96,655)
(219,813)
10
(363,554)
(285,299)
2,378
565,171
5,570
(6)
(78,288)
494,825
209,526
(11,215)
198,311
1,773
6,047,183
(468)
6,048,488
6,246,799
$ 0.26
$ 0.26
$
% 100
(107)
(7)
(36)
(75)
(164)
-
(275)
(282)
3
694
3
-
(42)
658
376
(38)
338
10
(5,464)
-
(5,454)
(5,116)
2022 143,354
$ (152,912)
(9,558)
(52,008)
(107,946)
(235,053)
(30)
(395,037)
(404,595)
4,463
994,905
4,195
(13)
(60,521)
943,029
538,434
(54,777)
483,657
14,866
(7,832,837)
203
(7,817,768)
(7,334,111)
$ 0.65
$ 0.64
$
Notes 4, 6(11), 7
6(5), 6(13), 6(14), 7
6(12), 6(13), 6(14), 7
4, 6(6), 6(15)
4, 5, 6(17)
6(16)
6(9)
6(18)
Description Net sales
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Expected credit losses
Total operating expenses
Operating loss
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using equity method
Total non-operating income and expenses
Income before income tax
Income tax expense
Net income
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefit pension plans
Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences resulting from translating the financial statements of foreign operations
Other comprehensive income, net of tax
Total comprehensive income
Earnings per share (NTD)
Basic Earnings Per Share (in New Taiwan Dollars)
Diluted Earnings Per Share (in New Taiwan Dollars)
English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese
(Amounts in thousands of New Taiwan Dollars)
For the years ended December 31, 2022 and 2021
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
SILICON INTEGRATED SYSTEMS CORPORATION
Total equity $17,498,197
-
(504,774)
-
-
(10,889)
198,311
6,048,488
6,246,799 6,620
-
260
23,236,213
$
23,236,213
$ -
(545,156)
-
-
483,657
(7,817,768)
(7,334,111) 3,238
-
267
15,360,451
$
Other equity Unrealized gains or
losses from financial
assets measured at fair
value through other
comprehensive income
7,149,843
$ -
-
-
-
-
-
6,047,183
6,047,183 -
(66,464)
-
13,130,562
$
13,130,562
$ -
-
-
-
-
(7,832,837)
(7,832,837) -
(361,421)
-
4,936,304
$
Exchange differences
resulting from
translating the
financial statements of
foreign operations
(4,591)
$ -
-
-
-
-
-
(468)
(468) -
-
-
(5,059)
$
(5,059)
$ -
-
-
-
-
203
203 -
-
-
(4,856)
$
Retained earnings Undistributed
earnings
935,441
$ (258,750)
(504,774)
(504,774)
2,878,280
-
198,311
1,773
200,084 -
66,464
-
2,811,971
$
2,811,971
$ (26,654)
(545,156)
(681,445)
-
483,657
14,866
498,523 -
361,421
-
2,418,660
$
Special reserve
2,878,280
$ -
-
-
(2,878,280)
-
-
-
- -
-
-
-
$
-
$ -
-
-
-
-
-
- -
-
-
-
$
Legal reserve 143,742
$ 258,750
-
-
-
-
-
-
- -
-
-
402,492
$
402,492
$ 26,654
-
-
-
-
-
- -
-
-
429,146
$
Capital surplus 85,807
$ -
-
-
-
(10,889)
-
-
- 6,620
-
260
81,798
$
81,798
$ -
-
-
-
-
-
- 3,238
-
267
85,303
$
Common stock 6,309,675
$ -
-
504,774
-
-
-
-
- -
-
-
6,814,449
$
6,814,449
$ -
-
681,445
-
-
-
- -
-
-
7,495,894
$
Description Appropriation and distribution of 2021 retained earnings
Legal reserve
Cash dividends
Share dividends
Special reserve reversed
Other changes in capital surplus
Share of changes in associates and joint ventures accounted for
using equity method
Net income for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Total comprehensive income (loss)
Changes in subsidiaries' ownership
Disposal of equity instrument investments measured at fair value
through other comprehensive income
Others
Balance as of December 31, 2021
Appropriation and distribution of 2022 retained earnings
Legal reserve
Cash dividends
Share dividends
Special reserve reversed
Net income for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022
Total comprehensive income (loss)
Changes in subsidiaries' ownership
Disposal of equity instrument investments measured at fair value
through other comprehensive income
Others
Balance as of December 31, 2022
Balance as of January 1, 2021
Balance as of January 1, 2022

English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese SILICON INTEGRATED SYSTEMS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2022 and 2021 (Amounts in thousands of New Taiwan Dollars)


SILICON INTEGRATED SYSTEMS CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2022 and 2021
(Amounts in thousands of New Taiwan Dollars)
Description For theyears ended December 31
2022 2021
Cash flows from operating activities :
Net income before tax
Adjustments for:
The profit or loss items which did not affect cash flows:
Depreciation
Amortization
Expected credit gains
Interest expenses
Interest income
Dividend income
Share of loss of subsidiaries and joint ventures accounted for using the equity method
Losses on disposal of property, plant and equipment
(Gains) losses on disposal of investments
Changes in operating assets and liabilities:
Trade receivables
Trade receivables-related parties
Other receivables
Other receivables-related parties
Inventories
Prepayments
Other current assets
Other operating assets
Contract liabilities
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Other current liabilities
Cash generated from operating activities
Interest received
Income tax paid
Net cash used in operating activities
Cash flows from investing activities :
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets measured at amortized cost
Acquisition of investments accounted for using the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease (increase) in prepayment for equipment
Dividends received
Net cash provided by investing activities
Cash flows from financing activities :
Increase in guarantee deposits
Cash payment for the principle portion of lease liabilities
Cash dividends
Others
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
538,434
$ 14,654
1,486
30
13
(4,463)
(955,802)
60,521
14
-
2,607
32,555
(1,874)
5
8,560
1,894
3,236
(41)
888
(13,587)
(8,511)
19,417
(1,742)
(68)
(301,774)
3,972
(65,659)
(363,461)
831,121
(17)
(54,041)
(13,058)
10
(85)
(695)
2,708
955,802
1,721,745
58
(268)
(545,156)
267
(545,099)
813,185
578,548
1,391,733
$
209,526
$ 14,683
1,677
(10)
6
(2,378)
(532,886)
78,288
-
(6,922)
1,568
(23,427)
907
(5)
(39,992)
(2,806)
(12,590)
(34)
25
5,167
2,539
16,359
2,639
940
(286,726)
2,390
(41,020)
(325,356)
183,122
(19)
(52,803)
(4,127)
-
-
(541)
(2,883)
534,902
657,651
367
(262)
(504,774)
260
(504,409)
(172,114)
750,662
578,548
$

The accompanying notes are an integral part of the parent company only financial statements.

SiS 2023 Annual Shareholders’ Meeting Minutes

25

SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES
As of December 31, 2022 and 2021
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of New Taiwan Dollars)
Attachments V
3
-
-
-
-
1
-
-
4
92
1
3
-
-
-
-
-
-
96
100
The accompanying notes are an integral part of the consolidated financial statements.
December 31, 2021 654,921
$ 9,624
17,530
705
50,680
118,978
5,860
20,282
878,580
21,568,706
101,275
747,713
7,721
6,507
-
2,902
2,448
59,171
22,496,443
23,375,023
$
10
-
-
-
-
1
-
-
11
83
1
5
-
-
-
-
-
-
89
100
December 31, 2022 1,475,986
$ 9,641
15,315
919
63,934
100,525
3,463
15,485
1,685,268
12,904,748
82,638
742,521
7,954
4,958
125
175
1,929
74,078
13,819,126
15,504,394
$
Notes 4, 6(1)
4, 6(3), 12
4, 6(4), 6(12), 12
4, 6(4), 6(12), 7, 12
12
4, 5, 6(5)
4, 6(2), 12
4, 6(6)
4, 5, 6(7)
4, 6(13)
4, 6(8)
4, 5, 6(17)
12
4, 6(9)
ASSETS Current assets
Cash and cash equivalents
Financial assets measured at amortized cost-current
Trade receivables, net
Trade receivables-related parties, net
Other receivables
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income-noncurrent
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assests
Intangible assets
Deferred tax assets
Prepayment for equipment
Refundable deposits
Net defined benefit assets-noncurrent
Total non-current assets
Total assets
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
(Amounts in thousands of New Taiwan Dollars)
As of December 31, 2022 and 2021
CONSOLIDATED BALANCE SHEETS
SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29
1
2
12
56
100
-
100
100
December 31, 2021 543
$ 15,443
8,669
60,044
2,639
1,943
7,626
5,277
3,492
105,676
2,487
250
3,772
6,509
112,185
6,814,449
81,798
402,492
2,811,971
13,125,503
23,236,213
26,625
23,262,838
23,375,023
$
-
-
-
1
-
-
-
-
-
1
-
-
-
-
1
48
1
3
15
32
99
-
99
100
December 31, 2022 2,992
$ 1,863
158
80,759
897
2,058
4,676
3,099
3,621
100,123
2,612
3,303
3,772
9,687
109,810
7,495,894
85,303
429,146
2,418,660
4,931,448
15,360,451
34,133
15,394,584
15,504,394
$
Notes 6(11)
12
7, 12
12
7, 12
4, 6(13), 12
4, 5, 6(17)
4, 6(13), 12
12
6(10)
4,6(10)
6(10)
4
LIABILITIES AND EQUITY Current liabilities
Contract liabilities-current
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Payables on equipment
Lease liabilities-current
Other current liabilities
Refund liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Lease liabilities-noncurrent
Guarantee deposits
Total non-current liabilities
Total liabilities
Equity
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Total liabilities and equity
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2022 and 2021
(Amounts in thousands of New Taiwan Dollars, except for earnings per share)
For the years ended December 31 % 100
(66)
34 (29)
(48)
(99)
1
(175) (141) 1
224
3
-
(9)
219 78
(5)
73 1
2,398
-
2,399 2,472 78
(5)
73 2,477
(5)
2,472 The accompanying notes are an integral part of the consolidated financial statements.
2021 252,153
$ (167,666)
84,487 (71,921)
(121,408)
(249,734)
3,119
(439,944) (355,457) 2,506
565,202
6,309
(425)
(22,214)
551,378 195,921
(11,243)
184,678 1,773
6,047,183
(468)
6,048,488 6,233,166
$
$198,311
(13,633)
$184,678 $6,246,799
(13,633)
$6,233,166 0.26
$
0.26
$
% 100
(98)
2 (41)
(70)
(146)
-
(257) (255) 3
546
1
-
(10)
540 285
(30)
255 8
(4,299)
-
(4,291) (4,036) 266
(11)
255 (4,025)
(11)
(4,036)
2022 182,202
$ (177,562)
4,640 (74,211)
(128,061)
(266,178)
(30)
(468,480) (463,840) 4,645
994,464
2,576
(191)
(18,970)
982,524 518,684
(54,781)
463,903 14,866
(7,832,837)
203
(7,817,768) (7,353,865)
$
$483,657
(19,754)
$463,903 $(7,334,111)
(19,754)
$(7,353,865) 0.65
$
0.64
$
Notes 4, 6(11), 7, 14
6(5), 6(13), 6(14), 7
6(12), 6(13), 6(14), 7
4, 6(6), 6(15)
4, 5, 6(17)
6(16)
6(9)
6(18)
Description Net sales
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Expected credit (loss) gain
Total operating expenses
Operating losses
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using equity method
Total non-operating income and expenses
Income before income tax
Income tax expense
Net income
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefit pension plans
Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences resulting from translating the financial statements of foreign operations
Other comprehensive income, net of tax
Total comprehensive income
Net income for the periods attributable to :
Owners of the parent
Non-controlling interests
Total comprehensive income for the periods attributable to :
Owners of the parent
Non-controlling interests
Earnings per share (NTD)
Basic Earnings Per Share (in New Taiwan Dollars)
Diluted Earnings Per Share (in New Taiwan Dollars)
English Translation of the Consolidated Financial Statements Originally Issued in Chinese
SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2022 and 2021
(Amounts in thousands of New Taiwan Dollars)
Total equity 17,507,575
$ -
(504,774)
-
-
(10,889)
184,678
6,048,488
6,233,166 -
-
260
37,500
23,262,838
$
23,262,838
$ -
(545,156)
-
463,903
(7,817,768)
(7,353,865) -
-
267
30,500
15,394,584
$
Non-controlling
interests
9,378
$ -
-
-
-
-
(13,633)
-
(13,633) (6,620)
-
-
37,500
26,625
$
26,625
$ -
-
-
(19,754)
-
(19,754) (3,238)
-
-
30,500
34,133
$
Equity attributable to owners of the parent Equity
attributable
to owners of
the parent
17,498,197
$ -
(504,774)
-
-
(10,889)
198,311
6,048,488
6,246,799 6,620
-
260
-
23,236,213
$
23,236,213
$ -
(545,156)
-
483,657
(7,817,768)
(7,334,111) 3,238
-
267
-
15,360,451
$
Other equity
Unrealized gains or
losses from financial
assets measured at fair
value through other
comprehensive income
7,149,843
$ -
-
-
-
-
-
6,047,183
6,047,183 -
(66,464)
-
-
13,130,562
$
13,130,562
$ -
-
-
-
(7,832,837)
(7,832,837) -
(361,421)
-
-
4,936,304
$
Exchange differences
resulting from
translating the financial
statements of foreign
operations
(4,591)
$ -
-
-
-
-
-
(468)
(468) -
-
-
-
(5,059)
$
(5,059)
$ -
-
-
-
203
203 -
-
-
-
(4,856)
$
Retained earnings
Undistributed earnings
935,441
$ (258,750)
(504,774)
(504,774)
2,878,280
-
198,311
1,773
200,084 -
66,464
-
-
2,811,971
$
2,811,971
$ (26,654)
(545,156)
(681,445)
483,657
14,866
498,523 -
361,421
-
-
2,418,660
$
Special reserve
2,878,280
$ -
-
-
(2,878,280)
-
-
-
- -
-
-
-
-
$
-
$ -
-
-
-
-
- -
-
-
-
-
$
Legal reserve 143,742
$ 258,750
-
-
-
-
-
-
- -
-
-
-
402,492
$
402,492
$ 26,654
-
-
-
-
- -
-
-
-
429,146
$
Capital surplus 85,807
$ -
-
-
-
(10,889)
-
-
- 6,620
-
260
-
81,798
$
81,798
$ -
-
-
-
-
- 3,238
-
267
-
85,303
$
Common stock 6,309,675
$ -
-
504,774
-
-
-
-
- -
-
-
-
6,814,449
$
6,814,449
$ -
-
681,445
-
-
- -
-
-
-
7,495,894
$
Description Appropriation and distribution of 2021 retained earnings
Legal reserve
Cash dividends
Share dividends
Special reserve reversed
Other changes in capital surplus
Share of changes in associates and joint ventures accounted for
using equity method
Net income for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Total comprehensive income (loss)
Changes in subsidiaries' ownership
Disposal of equity instrument investments measured at fair value
through other comprehensive income
Others
Non-controlling Interests
Balance as of December 31, 2021
Appropriation and distribution of 2022 retained earnings
Legal reserve
Cash dividends
Share dividends
Net income for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022
Total comprehensive income (loss)
Changes in subsidiaries' ownership
Disposal of equity instrument investments measured at fair value
through other comprehensive income
Others
Non-controlling Interests
Balance as of December 31, 2022
Balance as of January 1, 2021
Balance as of January 1, 2022

English Translation of the Consolidated Financial Statements Originally Issued in Chinese SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2022 and 2021

(Amounts in thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of New Taiwan Dollars)
For the years ended December 31, 2022 and 2021
Description For theyears ended December 31
2022 2021
Cash flows from operating activities :
Net income before tax
Adjustments for:
The profit or loss items which did not affect cash flows:
Depreciation
Amortization
Expected credit losses (gains)
Interest expenses
Interest income
Dividend income
Share of loss of subsidiaries and joint ventures accounted for using the equity method
Losses (gains) on disposal of property, plant and equipment
Gains on disposal of investments
Others
Changes in operating assets and liabilities:
Trade receivables
Trade receivables-related parties
Other receivables
Inventories
Prepayments
Other current assets
Other operating assets
Contract liabilities
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Other current liabilities
Cash generated from operating activities
Interest received
Income tax paid
Net cash used in operating activities
Cash flows from investing activities :
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets measured at amortized cost
Acquisition of investments accounted for using the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of intangible assets
Decrease (increase) in prepayment for equipment
Dividends received
Net cash provided by investing activities
Cash flows from financing activities :
Increase in guarantee deposits
Cash payment for the principle portion of lease liabilities
Cash dividends
Change in non-controlling interests
Others
Net cash used in financing activities
Effect of changes in exchange rate on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
518,684
$ 26,245
2,248
30
191
(4,645)
(955,802)
18,970
238
-
(18)
2,130
(214)
(1,881)
18,453
2,397
4,797
(41)
2,449
(13,580)
(8,511)
20,715
(1,742)
(2,049)
(370,936)
4,155
(65,664)
(432,445)
831,121
(17)
-
(13,446)
355
519
(695)
2,727
955,802
1,776,366
-
(8,365)
(545,156)
30,500
267
(522,754)
(102)
821,065
654,921
1,475,986
$
195,921
$ 26,566
2,631
(3,119)
425
(2,506)
(532,886)
22,214
(5)
(6,922)
-
6,951
1,926
1,178
(45,851)
(1,277)
(15,515)
(34)
115
5,173
2,539
18,786
2,639
2,995
(318,056)
2,518
(41,047)
(356,585)
183,122
(19)
(30,000)
(15,778)
64
211
(2,091)
(2,197)
534,902
668,214
367
(9,119)
(504,774)
37,500
260
(475,766)
(302)
(164,439)
819,360
654,921
$

The accompanying notes are an integral part of the consolidated financial statements.

SiS 2023 Annual Shareholders’ Meeting Minutes

30

【Attachments VI】

Comparison Table of amendments to certain provisions of the "Rules of Procedure for Board of Directors Meetings”

Provisions Befo re amendment After amendment Description
Article 3. ~~The Board me~~
convened at le
Notice shall be
advance to the
reasons of con
meetings, the
writing, by e-m
~~Unless there i~~
~~eting shall be~~
ast once a quarter.
made 7 days in
directors for the
vening Board
date, and venue in
ail, or fax.
~~a sudden emerenc~~
~~The Board meeting shall be~~
convened at least once a quarter.
Notice shall be made 7 days in
advance to the directors for the
reasons of convening Board
meetings, the date, and venue in
writing, by e-mail, or fax.……。
The matters in Article 7, Paragraph
1 shall be listed in the reasons for
convening the meeting, and shall
not be raised by a temporary
motion.
Amendments
in
accordance
with the law

~~or justifiable r~~
~~gy~~
~~eason,~~the matters in
graph 1 shall be listed
for convening the
hall not be raised by
otion.

Article 7, Para
in the reasons
meeting, and s
a temporary m
Article 7. ~~The following matters should be~~
brought to the Board of Directors
for discussion:
I.
The Company's operating plan
II.
Annual Financial Report and
Semi-Annual Financial Report
III. Establish or amend internal
control in accordance with
Article 14-1 of the Securities
and Exchange Act....
IV. Establish or amended in
accordance with Article 36-1
of the Securities and Exchange
Act...
V.
The offering, issuance, or
private placement of any
equity-type securities.
~~VI.~~ The appointment or discharge
of a financial, accounting, or
internal auditing officer.
~~VII.~~ Any matter required by Article
14-3 of the Securities and
Exchange Act or any other law,
regulation, or bylaw to be
approved by resolution at a
shareholders' meeting or
board of directors meeting, or
any such significant matter as
may be prescribed by the
competent authority.
~~VIII. ~~A donation to a related party
or a major donation to a
non-related party. A
public-interest donation of
disaster relief for a major
natural disaster may be
submitted to the following
board of directors meeting for
retroactive recognition.
~~IX.~~ A matter bearing on the
personal interest of a director.
~~X.~~
A material asset or derivatives
transaction.
~~XI.~~ A material monetary loan,
endorsement, or provision of
guarantee.
~~XII. ~~The hiring or dismissal of an
auditing CPA, or the
compensation given thereto.
~~The following matters should be~~
brought to the Board of Directors
for discussion:
I.
The Company's operating plan
II.
Annual Financial Report and
Semi-Annual Financial Report
III. Establish or amend internal
control in accordance with
Article 14-1 of the Securities
and Exchange Act...
IV. Establish or amended in
accordance with Article 36-1
of the Securities and Exchange
Act...
V.
The offering, issuance, or
private placement of any
equity-type securities.
VI. Election or Dismissal of the
~~Chairman~~
VII. The appointment or discharge
of a financial, accounting, or
internal auditing officer.
VIII. Any matter required by Article
14-3 of the Securities and
Exchange Act or any other law,
regulation, or bylaw to be
approved by resolution at a
shareholders' meeting or
board of directors meeting, or
any such significant matter as
may be prescribed by the
competent authority.
IX. A donation to a related party
or a major donation to a
non-related party. A
public-interest donation of
disaster relief for a major
natural disaster may be
submitted to the following
board of directors meeting for
retroactive recognition.
X.
A matter bearing on the
personal interest of a director.
XI. A material asset or derivatives
transaction.
XII. A material monetary loan,
endorsement, or provision of
guarantee.
XIII. The hiring or dismissal of an
auditing CPA, or the
compensation given thereto.
Amendments
in
accordance
with the law

SiS 2023 Annual Shareholders’ Meeting Minutes

31

Comparison Table of amendments to certain provisions of the "Rules of Procedure of Board of Directors Meetings”

~~Provisions~~ ~~Before amendment~~ ~~After amendment~~ ~~Description~~
Article 10. ~~Where a meeting of the board of~~
directors is called by the chairperson
of the board, the meeting shall be
chaired by the chairperson. However,
where the first meeting of each newl
elected board of directors is called by
the director who received votes
representing the largest portion of
voting rights at the shareholders'
meeting in which the directors were
elected, the meeting shall be chaired
by that director; if there are two or
more directors so entitled to call the
meeting, they shall choose one perso
by and from among themselves to
chair the meeting.
When the chairperson of the
board is on leave or for any reason
is unable to exercise the powers
snall be of the chairperson, a
director designated thereby, or, if
the chairperson does not make such
a designation,the dircofors
shall,among the mselves,choose
one as the designation.



~~Where a meeting of the board of~~
directors is called by the chairperson
of the board, the meeting shall be
chaired by the chairperson.Howe~~v~~er,
~~where the first meeting of e~~ach
newly elected board of directors is
called by the director who received
votes representing the largest
portion of voting rights at the
shareholders' meeting in which the
directors were elected, the meeting
shall be chaired by that director; if
there are two or more directors so
entitled to call the meeting, they
shall choose one person by and from
among themselves
Where a meeting of the board of
~~directors is called by a majority of~~
~~directors on their own initiative in~~
~~accordance with Article 203,~~
~~paragraph 4 or Article 203-1,~~
~~paragraph 3 of the Company A~~ct,
~~the directors shall choose one~~
~~person by and from among~~
~~themselves to chair the mee~~ting.
~~When the chairperson of the~~
board is on leave or for any reason is
unable to exercise the powers snall
be of the chairperson, a director
designated thereby, or, if the
chairperson does not make such a
designation,the dircofors shall,among
the mselves,choose one as the
designation.




Amendments
made in
accordance
with the law
Article 16. ~~If any director or a juristic person~~
represented by a director is an
interested party with respect to any
agenda item, the director shall state
the important aspects of the
interested party relationship at the
respective meeting. When the
relationship is likely to prejudice the
interests of the company, the directo
may not participate in discussion or
voting on that agenda item and may
not act as another director's proxy to
exercise voting rights on that matter.
The provisions of Article 180,
paragraph 2 of the Company Act, as
applied mutatis mutandis under
Article 206, paragraph~~3~~of that Act,
apply to resolutions of board of
directors meetings when a director
is prohibited by the preceding
paragraph from exercising voting
rights.

~~If any director or a juristic person~~
represented by a director is an
interested party with respect to any
agenda item, the director shall state
the important aspects of the
interested party relationship at the
respective meeting. When the
relationship is likely to prejudice the
interests of the company, the
director may not participate in
discussion or voting on that agenda
item and may not act as another
director's proxy to exercise voting
rights on that matter.
Where the spouse, a blood relative
~~within the second degree of kinship~~
~~of a director, or any company which~~
~~has a controlling or subordinate~~
~~relation with a director has intere~~sts

Amendments
made in
accordance
with the law
~~in the matters under discussion in~~
~~the meeting of the preceding~~
~~paragraph, such director shall~~be
~~deemed to have a personal intere~~st
~~in the matter.~~
~~The provisions~~of Article 180,
paragraph 2 of the Company Act, as
applied mutatis mutandis under
Article 206, paragraph 4 of that Act,
apply to resolutions of board of
directors meetings when a director is
prohibited by the preceding
paragraph from exercising voting
rights.

SiS 2023 Annual Shareholders’ Meeting Minutes

32

【Attachments VII】 Comparison Table of amendments to certain provisions of the "Articles of Incorporation”

Provisions Before amendment After amendment Description
Article 8 ~~Share issuance of the Company~~
~~is subject to the signatures and~~
~~seals from, at least , three~~
~~directors; the stock shall contain~~
~~serial numbers and items~~
~~stipulated in Article 162 of the~~
~~Company Act.~~ ~~New shares~~
~~issued by the Company may be~~
~~printed for the total number of~~
~~shares issued or exempted from~~
~~printing share certificates for~~
~~the shares issued. According to~~
~~the previous paragraph, the~~
~~depository of the printed share~~
~~certificates or the registration of~~
~~the shares which are exempted~~
~~from printing share certificates~~
~~shall be handled by a centralized~~
~~securities depository agency of~~
~~the Company. Such shares may~~
~~also be combined and replaced~~
~~by new certificates of larger~~
~~nominal values as requested by~~
~~the centralized securities~~
~~depository agency.~~
The Company's shares are
registered. The issuing company
may be exempted from printing
any share certificate for the
shares issued. The shares are
delivered to the shareholders
and registered with a
centralized securities depositary
enterprise, and shall be handled
by way of book-entry transfer in
accordance to regulations.
Amendments
made in
accordance
with the law
Article 36. The Company's Articles of
Incorporation was established
on August 8, 1987.. The
twenty-eighth amendment was
made on June 21, 2018, and the
twenty-ninth amendment was
made on June 21, 2022,
effective upon the resolution of
the stockholders' meeting, as
amended.
The Company's Articles of
Incorporation was established
on August 8, 1987.. The
twenty-eighth amendment was
made on June 21, 2018, the
twenty-ninth amendment was
made on June 21, 2022, andthe
thirtieth amendment will be
made on June 6, 2023,effective
upon the resolution of the
stockholders' meeting, as
amended.
Addendum
Date

SiS 2023 Annual Shareholders’ Meeting Minutes

33

【Attachments VIII】

Comparison table for the amendments to the [Procedures of Acquisition and Disposal of Assets]

~~Provisions~~ ~~Before amendment~~ ~~After amendment~~ ~~After amendment~~ ~~Description~~
Article 3 The price determination method
and reference basis should depend
on the nature of the individual
assets. In principle, if market prices
are available for reference....
I.
Acquisition and disposal in a
centralized...
II.
Acquisition and disposal not in
a centralized...
III. Acquisition and disposal of
real estate...
IV. Acquisition and disposal of
fixed...
V.
Acquisition and disposal of
membership...
VI. Acquisition and disposal of
intangible assets...
VII. Acquisition and disposal of
derivative finances.
VIII. Acquisition or disposal of
assets in accordance with legal
mergers, divisions,
acquisitions, or share transfers
shall be handled in accordance
with the relevant provisions of
the regulations.
The price determination method and
reference basis should depend on
the nature of the individual assets. In
principle, if market prices are
available for reference....
I.
Acquisition and disposal in a
centralized...
II.
Acquisition and disposal not in
a centralized...
III. Acquisition and disposal of real
estate...
IV. Acquisition and disposal of
fixed...
V.
Acquisition and disposal of
membership...
VI. Acquisition and disposal of
intangible assets...
VII. Acquisition and disposal of
deriviative finances.
VIII. Acquisition or disposal of assets
in accordance with legal
mergers, divisions, acquisitions,
or share transfers shall be
handled in accordance with the
relevant provisions of the
regulations.
Professional appraisers and their
officers, certified public accounts,
attorneys, and securities underwriters
Amendments
made in
accordance
with the law

that provide appraisal reports,
certified public accountant's opinions,

attorney's opinions, or underwriter's
opinions shall meet the following
requirements:
(I)
Shall not have previously
received a final and
unappealable sentence to
imprisonment for 1 year or
longer for a violation of the Act,
the Company Act, the Banking
Act of The Republic of China, the
Insurance Act, the Financial
Holding Company Act, or the
Business Entity Accounting Act,
or for fraud, breach of trust,
embezzlement, forgery of
documents, or occupational
crime. However, this provision
does not apply if 3 years have
already passed since completion
of service of the sentence, since
expiration of the period of a
suspended sentence, or since a
pardon was received.
(II) Shall not be a related party or de
facto related party of any party
to the transaction.
(III) If the company is required to
obtain appraisal reports from
two or more professional
appraisers, the different
professional appraisers or
appraisal officers may not be
related parties or de facto
related parties of each other.

(I)
(II)
(III)

Insurance Act, the Financial
Holding Company Act, or the
Business Entity Accounting Act,
or for fraud, breach of trust,
embezzlement, forgery of
documents, or occupational
crime. However, this provision
does not apply if 3 years have
already passed since completion

of service of the sentence, since
expiration of the period of a
suspended sentence, or since a
pardon was received.
Shall not be a related party or de

facto related party of any party
to the transaction.
If the company is required to
obtain appraisal reports from
two or more professional
appraisers, the different
professional appraisers or
appraisal officers may not be
related parties or de facto
related parties of each other.

SiS 2023 Annual Shareholders’ Meeting Minutes

34

Comparison table for the amendments to the Company’s [Procedures of Acquisition and Disposal of Assets]

Provisions Before amendment After amendment After amendment Description
Article 3 ~~When issuing an appraisal report or~~
~~opinion, the personnel referred to in~~
~~the preceding paragraph shall comply~~



f


Amendments
made in
accordance
with the law

~~with the self-regulatory rules of the~~
~~industry associations to which they~~
~~belong and with the following~~
~~provisions:~~
~~(I)~~
~~Prior t~~o accepting a case, they
~~shall prudently assess their ow~~n
~~professional capabilities,~~
~~practical experience, and~~
~~independence.~~
(II) ~~When conducti~~ng a case, they
~~shall appropriately plan and~~
~~execute adequate working~~
~~procedures, in order to pro~~duce
~~a conclusion and use the~~
~~conclusion as the basis fo~~r
~~issuing the report or opinio~~n.
~~The related working procedure~~s,
~~data collected, and conclusion~~
~~shall be fully and accurately~~
~~specified in the case working~~
~~papers.~~
(III) ~~They sh~~all undertake an
~~item-by-item evaluation~~of the
~~appropriateness and~~
~~reasonableness of the~~sources o
~~data used, the parameters, and~~
~~the information, as the basis for~~
~~issuance of the appraisal report~~
~~or the opinion.~~
(IV) ~~They shall issue~~a statement
~~attesting to the professional~~
~~competence and independen~~ce
~~of the personnel who prepared~~
~~the report or opinion, and that~~
~~they have evaluated and found~~
~~that the information used is~~
~~appropriate and reasonable,~~and
~~that they have complied with~~
~~applicable laws and regulation~~s.

~~(I)~~
(II)
(III)
(IV)

~~professional capabilities,~~
~~practical experience, and~~
~~independence.~~
~~When conducti~~ng a case, they
~~shall appropriately plan and~~
~~execute adequate working~~
~~procedures, in order to pro~~duce

~~a conclusion and use the~~
~~conclusion as the basis fo~~r
~~issuing the report or opinio~~n.
~~The related working procedure~~s,

~~data collected, and conclusion~~
~~shall be fully and accurately~~
~~specified in the case working~~
~~papers.~~
~~They sh~~all undertake an
~~item-by-item evaluation~~of the
~~appropriateness and~~
~~reasonableness of the~~sources o
~~data used, the parameters, and~~

~~the information, as the basis for~~

~~issuance of the appraisal report~~

~~or the opinion.~~
~~They shall issue~~a statement
~~attesting to the professional~~
~~competence and independen~~ce

~~of the personnel who prepared~~
~~the report or opinion, and that~~
~~they have evaluated and found~~
~~that the information used is~~
~~appropriate and reasonable,~~and

~~that they have complied with~~
~~applicable laws and regulation~~s.
Article 4 ~~In acquiring or disposing of real~~
property, equipment, or right-of-use
assets thereof
I.
due to special......
II.
Transaction amount......
III. Where any one of the
following circumstances
applies with respect to the
professional appraiser's
appraisal results, unless all the
appraisal results for the assets
to be acquired are higher than
the transaction amount, or all
the appraisal results for the
assets to be disposed of are
lower than the transaction
amount, a certified public
accountant~~shall be contacted~~
~~in accordance with Statement~~
~~of Auditing Standards No. 20~~
~~issued by the Accounting~~
~~Research and Development~~
~~Foundation,~~and be engaged
to render a specific opinion
regarding the reason for the
discrepancy and the
appropriateness of the
transaction price:
~~In acquiring or disposing of real~~
property, equipment, or right-of-use
assets thereof
I.
due to special......
II.
Transaction amount......
III. Where any one of the
following circumstances
applies with respect to the
professional appraiser's
appraisal results, unless all the
appraisal results for the assets
to be acquired are higher than
the transaction amount, or all
the appraisal results for the
assets to be disposed of are
lower than the transaction
amount, a certified public
accountant shall be engaged
to render a specific opinion
regarding the reason for the
discrepancy and the
appropriateness of the
transaction price:
Amendments
made in
accordance
with the law

SiS 2023 Annual Shareholders’ Meeting Minutes

35

【Attachments VIII】

Comparison table for the amendments to the [Procedures of Acquisition and Disposal of Assets]

Provisions Before amendment After amendment Description
Article 5 When acquiring or disposing of
securities, the Company shall,
prior to the date of occurrence of
the event, obtain financial
statements of the issuing company
for the most recent period,
certified or reviewed by a certified
public accountant,and the SiS
usecl as reference in appraising
the transaction price.
If the dollar amount of the
transaction is 20 percent of the
company's paid-in capital or
NT$300 million or more, the
Company shall additionally engage
a certified public accountant prior
to the date of occurrence of the
event to provide an opinion
regarding the reasonableness of
the transaction price~~. If the CPAs~~
~~need professional reports, they~~
~~shall act in accordance with~~
~~provisions in Statement of~~
~~Auditing Standards No. 20 issued~~
~~by the Accounting Research and~~
~~Development Foundation.~~This
requirement does not apply,
however, to publicly quoted prices
of securities that have an active
market, or where otherwise
provided by regulations of the
Financial Supervisory Commission
(FSC).

When acquiring or disposing of
securities, the Company shall,
prior to the date of occurrence of
the event, obtain financial
statements of the issuing company
for the most recent period,
certified or reviewed by a certified
public accountant, and the SiS
usecl as reference in appraising the
transaction price.
If the dollar amount of the
transaction is 20 percent of the
company's paid-in capital or
NT$300 million or more, the
Company shall additionally engage
a certified public accountant prior
to the date of occurrence of the
event to provide an opinion
regarding the reasonableness of
the transaction price. This
requirement does not apply,
however, to publicly quoted prices
of securities that have an active
market, or where otherwise
provided by regulations of the
Financial Supervisory Commission
(FSC).


Amendments
made in
accordance
with the law
Article 6 Where the Company acquires or
disposes of intangible assets or
right-of-use assets thereof or
memberships and the transaction
amount reaches 20 percent or
more of paid-in capital or NT$300
million or more, except in
transactions with a domestic
government agency, the
Company shall engage a certified
public accountant prior to the
date of occurrence of the event
to render an opinion on the
reasonableness of the transaction
price, and the CPA acts.~~in~~
~~accordance with provisions in~~
~~Statement of Auditing Standards~~
~~No. 20 issued by the Accounting~~
~~Research and Development~~
~~Foundation.~~
Where the Company acquires or
disposes of intangible assets or
right-of-use assets thereof or
memberships and the transaction
amount reaches 20 percent or
more of paid-in capital or NT$300
million or more, except in
transactions with a domestic
government agency, the Company
shall engage a certified public
accountant prior to the date of
occurrence of the event to render
an opinion on the reasonableness
of the transaction price, and the
CPA acts.

Amendments
made in
accordance
with the law

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【Attachments VIII】

Comparison table for the amendments to the [Procedures of Acquisition and Disposal of Assets]

~~Provisions~~ ~~Before amendment~~ ~~After amendment~~ ~~Description~~
Article 7 ~~The Company acquires or disposes of~~
real property, or right-of-use assets
thereof...amount:
I.
The purpose of the acquisition
or disposal of assets
II.
The reason for choosing...
III. From a related party...
IV. Related party...
V.
Forecast...
VI. According to regulations...
VII. Restrictive covenants and other
important stipulations
associated with the transaction.
The calculation of the transaction
amounts referred to in the preceding
articles shall be done in accordance
with Article 12, paragraph 2 herein,
and "within the preceding year" as
used herein refers to the year
preceding the date of occurrence of
the current transaction. Parts that
have been approved by the audit
committee and submitted to the
board of directors for approval in
accordance with the provisions of this
regulation need not be counted
toward the transaction amount.
When to be conducted between the
Company and its parent or
subsidiaries, or in which it directly or
indirectly holds 100 percent of the
issued shares or authorized
capital...submitted and ratified.
When the procedures for the
acquisition and disposal of assets are
submitted for discussion by the board
of directors pursuant to the preceding
paragraph, the board of directors
shall take into full consideration each
independent director's opinions.
The matters for which paragraph 1
shall first be approved by one-half or
more of all audit committee members
and then submitted to the board of
directors for a resolution, and shall be
subject to mutatis mutandis
application of Article 6, paragraphs 4
and 5.
~~The Company acquires or disposes of~~
real property, or right-of-use assets
thereof...amount:
I.
The purpose of the acquisition
or disposal of assets
II.
The reason for choosing...
III. From a related party...
IV. Related party...
V.
Forecast...
VI. According to regulations...
VII. Restrictive covenants and other
important stipulations
associated with the transaction.
Where the Company or a subsidiary
thereof that is not a domestic public
company hasa transaction set out in
paragraph 1 and the transaction
amount reaches10 percent or more
of the public company’s total assets,
the Company shall submit the
materials in all the subparagraphs of
paragraph 1 to the shareholders
meeting for approval before the
transaction contract beingentered
into and any payment made.
However, this restriction does not
apply to transactions between the
Company and subsidiaries or
between its subsidiaries.
The calculation of the transaction
amounts referred to inArticle 1 and
preceding articles shall be done in
accordance with Article 12, paragraph
2 herein, and "within the preceding
year" as used herein refers to the year
preceding the date of occurrence of
the current transaction. Parts that
have been approved by the audit
committee and submitted to the
Shareholders'Meeting,board of
directors for approval in accordance
with the provisions of this regulation
need not be counted toward the
transaction amount.
When to be conducted between the
Company and its parent or
subsidiaries, or in which it directly or
indirectly holds 100 percent of the
issued shares or authorized
capital...submitted and ratified.
When the procedures for the
acquisition and disposal of assets are
submitted for discussion by the board
of directors pursuant to the preceding
paragraph, the board of directors shall
take into full consideration each
independent director's opinions.
The matters for which paragraph 1
shall first be approved by one-half or
more of all audit committee members
and then submitted to the board of
directors for a resolution, and shall be
subject to mutatis mutandis
application of Article 6, paragraphs 4
and 5.

Added and
amended
according
to laws and
regulations

SiS 2023 Annual Shareholders’ Meeting Minutes

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【Attachments VIII】

Comparison table for the amendments to the [Procedures of Acquisition and Disposal of Assets]

Provisions Before amendment After amendment Description
Article 8 The Company's acquisition of real
property or right-of-use assets
thereof from a related party...
Where land and structures thereupon
are combined as a single property
purchased or leased in one
transaction, the transaction costs for
the land and the structures may be
separately appraised in accordance
with either of the means listed in the
preceding paragraph.
The Company acquires real property
or right-of-use assets thereof from a
related party and appraises the cost
of the real property or right-of-use
assets thereof in accordance with the
paragraphs 1 and 2 shall also engage
a CPA to check the appraisal and
render a specific opinion.
Where the Company acquires real
property or right-of-use assets
thereof from a related party and one
of the following circumstances exists,
the acquisition shall be conducted in
accordance with~~Article 5,~~and the
preceding three paragraphs do not
apply:
The Company's acquisition of real
property or right-of-use assets thereof
from a related party...
Where land and structures thereupon
are combined as a single property
purchased or leased in one
transaction, the transaction costs for
the land and the structures may be
separately appraised in accordance
with either of the means listed in the
preceding paragraph.
The Company acquires real property
or right-of-use assets thereof from a
related party and appraises the cost of
the real property or right-of-use assets
thereof in accordance with the
paragraphs 1 and 2 shall also engage a
CPA to check the appraisal and render
a specific opinion.
Where the Company acquires real
property or right-of-use assets thereof
from a related party and one of the
following circumstances exists, the
acquisition shall be conducted in
accordance with the~~preceding~~
preceding paragraph, and the
preceding three paragraphs do not
apply:




Article
Revisions
Article 11 When the Company conducts a
merger, demerger, acquisition, or
transfer of shares, shall engage a
CPA...
When the Company resolutes a merger
demerger, acquisition, or resolution of
shares...
The Company and other companies
that are participating in a transfer of
shares, unless...
The Company's participation in a
merger, demerger, acquisition, or
transfer of another company's shares
shall be effective on the date of the
Board of Directors' resolution ......
Where any the company participating
in a merger, demerger, acquisition, or
transfer of another company's shares
that are neither listed on an exchange
nor has its shares traded on an OTC
market, the Company shall sign an
agreement with such company and
abide by the provisions of~~paragraphs~~
~~4 and 5.~~

When the Company conducts a
merger, demerger, acquisition, or
transfer of shares, shall engage a
CPA...
When the Company resolutes a
merger, demerger, acquisition, or
resolution of shares...
The Company and other companies
that are participating in a transfer of
shares, unless...
The Company's participation in a
merger, demerger, acquisition, or
transfer of another company's shares
shall be effective on the date of the
Board of Directors' resolution ......
Where any the company participating
in a merger, demerger, acquisition, or
transfer of another company's shares
thare are neither listed on an
exchange nor has its shares traded on
an OTC market, the Company so listed
or traded shall sign an agreement with
such company and abide by the
provisions ofpreceding two
paragraphs.
Revisions

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【Attachments VIII】

Comparison table for the amendments to the [Procedures of Acquisition and Disposal of Assets]

~~Provisions~~ ~~Before amendment~~ ~~After amendment~~ Description
Article 12 ~~Under any of the following~~
circumstances, when the Company
acquiring or disposing of assets shall
publicly announce and report the
relevant information on the FSC's
designated website in the
appropriate format as prescribed by
regulations within 2 days counting
inclusively from the date of
occurrence of the event:
I.
From a related party...
II.
Acquisitions conducted...
III. Engage in derivatives...
IV. Acquisition...
V.
Where land is acquired to
build on the company's own
land
VI. Where an asset transaction
other than any of those
referred to in the preceding
five subparagraphs, a disposal
of receivables by a financial
institution, or an investment in
the mainland China area
reaches 20 percent or more of
paid-in capital or NT$300
million. This shall not apply to
the following circumstances:
(I)
Trading of domestic
government bonds or
foreign government
bonds.
(II)
Where done by
professional
investors—securities
trading on both domestic
and overseas securities
exchanges or OTC
markets, or of ordinary
corporate bonds or
general bank debentures
without equity
characteristics (excluding
subordinated debt) that
are offered and issued in
the primary market, or
subscription or
redemption of securities
investment trust funds or
futures trust funds, or
subscription by a
securities firm of
securities as necessitated
by its undertaking
business or as an
advisory recommending
securities firm for an
emerging stock company,
in accordance with the
rules of the Taipei
Exchange.
(III) Trading of bonds...
~~Under any of the following~~
circumstances, when the Company
acquiring or disposing of assets shall
publicly announce and report the
relevant information on the FSC's
designated website in the
appropriate format as prescribed by
regulations within 2 days counting
inclusively from the date of
occurrence of the event:
I.
From a related party...
II.
Acquisitions conducted...
III. Engage in derivatives...
IV. Acquisition...
V.
Where land is acquired to
build on the company's own
land
VI. Where an asset transaction
other than any of those
referred to in the preceding
five subparagraphs, a disposal
of receivables by a financial
institution, or an investment in
the mainland China area
reaches 20 percent or more of
paid-in capital or NT$300
million. This shall not apply to
the following circumstances:
(I)
Trading of domestic
government bondsor
foreign governmen~~t~~
~~bonds with a rating t~~hat
~~is not lower than the~~
~~sovereign rating of~~
~~Taiwan.~~
(II)
~~Where~~done by
professional
investors—securities
trading on both domestic
and overseas securities
exchanges or OTC
markets, or subscription
offoreign government
bo~~nds, or of ordinary~~
~~corpor~~ate bonds or
general bank debentures
without equity
characteristics (excluding
subordinated debt) that
are offered and issued in
the primary market, or
subscription or
redemption of securities
investment trust funds or
futures trust funds,or
subscription or
~~redemption of e~~xchange
~~traded notes, or~~
~~subscription~~by a
securities firm of
securities as necessitated
by its undertaking
business or as an
advisory recommending
securities firm for an
emerging stock company,
in accordance with the
rules of the Taipei
Exchange.
(III) Trading of bonds...
Amendments
made in
accordance
with the law

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39