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SiS — AGM Information 2024
Jun 14, 2024
52031_rns_2024-06-14_94dcd7f4-752d-46d9-a850-488322e6299f.pdf
AGM Information
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Stock Code : 2363 The Form of Shareholders’ Meeting: Physical
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Silicon Integrated Systems Corp.
2024 Annual Shareholders’ Meeting
Meeting Minutes
May 27, 2024
------Disclaimer------
THIS IS A TRANSLATION OF THE MINUTES FOR THE 2024 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 2024 Annual Shareholders’ Meeting Minutes
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Silicon Integrated Systems Corp.
2024 Annual Shareholders’ Meeting Minutes
Time: Monday, May 27, 2024 9:00 am
Location: No. 180, Sec. 2, Gongdao 5[th] Rd., Hsinchu (Silicon Building)
Attendants: All shareholders and their proxy holders, representing 492,749,918 shares (among them, 191,213,289 shares voted via electronic transmission), or 65.73% of the total 749,589,353 outstanding shares
Directors Present: Stan Hung, Tsai-Feng Hou, Ya-Ching Li(Independent Director),
Chia-Wei Tai(Independent Director),
Ching-Liu Hsiao(Independent Director)
More than one-half of all 7 directors are in attendance.
Audit Committee Present: Ya-Ching Li (Convener),Chia-Wei Tai, Ching-Liu Hsiao Attendess: Shen-Chieh Hu ( Partner of Ernst & Young, Taiwan)
Chao-Tsung Huang ( Partner of Chen & Lin Attorneys-at-Low)
Chairman: Stan Hung, the Chairman of the Board of Directors Minute Recorder: Yuan-Kwei Chen
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I. Chairman announced commencement.
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II. Chairman’s Speech (omitted)
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III. Report Items
Report 1: 2023 Business Report
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Acknowledged
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Report 2: Audit Committee's Review Report on the 2023 Financial Statements
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Acknowledged
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Report 3: Report on the shareholders' proposal at the Annual Shareholders' Meeting Acknowledged
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Report 4: Report on 2023 employees’ and directors’ compensation Acknowledged
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Report 5: Amendments to certain provisions of the "Rules of Procedure for Board of Directors Meetings”
Acknowledged
SiS 2024 Annual Shareholders’ Meeting Minutes
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IV. Proposed Resolutions Proposal 1:
Proposal: Ratification of the 2023 Business Report and Financial Statements. Description:
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The 2023 Business Report and Financial Statements have been approved by Board of Directors at the 13th 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.
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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: 492,749,918 shares were represented at the time of voting
(including 191,213,289 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 484,959,363 votes (including184,722,129 shares voted via electronic transmission) |
98.41% |
| Votes against: 754,057 votes (including754,057 shares voted via electronic transmission) |
0.15% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 7,036,498 votes (including5,737,103 shares voted via electronic transmission) |
1.42% |
SiS 2024 Annual Shareholders’ Meeting Minutes
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Proposal 2:
Proposal: Ratification of the 2023 Earnings Distribution Proposal Description:
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With the Company's earnings after tax for 2023 of NT$571,261,536, plus the undistributed earnings at the beginning of 2023 of NT$1,583,075,207, the remeasurement of the defined benefit plan of NT$1,224,367, and the gain on sale - equity instrument investment at fair value through other comprehensive income of NT$1,520,319,170, while less the legal reserve of NT$209,280,507, the distributable earnings for the period is NT$3,466,599,773. The Company proposed to distribute cash dividends of $224,876,805, or NT$0.3 per share.
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Please refer to the following 2023 Earnings Distribution Table.
Silicon Integrated Systems Corp.
2023 Earnings Distribution Table
Unit: NT$
| Unit: NT$ | |
|---|---|
| No. | Amount |
| Undistributed earnings at the beginning of the period | 1,583,075,207 |
| Plus: Remeasurement of defined benefit plans | 1,224,367 |
| Plus: Gain on sale - investments in equity instruments at fair value through other comprehensive income |
1,520,319,170 |
| Undistributed earnings at the beginning of the period after adjustment | 3,104,618,744 |
| Earnings after tax for the period | 571,261,536 |
| Less: Provision of legal reserve | (209,280,507) |
| Distributable earnings for the period | 3,466,599,773 |
| Less: Cash dividend NT$0.3/share | (224,876,805) |
| Undistributed earnings at the end of the period | 3,241,722,968 |
Chairman: Stan Hung
Manager: Le-Tien Jung
Chief Accountant: Yuan-Kwei Chen
SiS 2024 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: 492,749,918 shares were represented at the time of voting
(including 191,213,289 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 485,596,635 votes (including184,721,401 shares voted via electronic transmission) |
98.54% |
| Votes against: 786,280 votes (including786,280 shares voted via electronic transmission) |
0.15% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 6,367,003 votes (including5,705,608 shares voted via electronic transmission) |
1.29% |
SiS 2024 Annual Shareholders’ Meeting Minutes
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V. Election
Proposal 1:
Proposal: Early comprehensive election for 9 Board of Directors of the 13th term of the Company (including 3 independent directors)
Description:
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In response to the operational needs of the Company, it is proposed to conduct an early comprehensive election of the 13th Board of Directors (including independent directors) of the Company, in accordance with Article 199-1 of the Company Act, at the 2024 General Shareholders' Meeting.
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There are nine director positions (including three independent directors) to be filled in this election, each with a term of three years, commencing from May 27, 2024, to May 26, 2027. The term of office for the 12th Board of Directors (including independent directors) of the Company shall automatically expire upon the completion of the election of the new directors (including independent directors) in this instance.
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The Company has established the Audit Committee and the Remuneration Committee according to law. The members of these two committees are entirely formed by independent directors. The original members will be automatically dismissed upon the completion of the election of the independent directors of the 13th Board.
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For the list of director (including independent directors) candidates and relevant information, please refer to Attachment VII of this Handbook.
Elections Results :
List of Directors Elected
| List of Directors Elected | ||
|---|---|---|
| Position | Name | Votes Received |
| Director | United Microelectronics Corp. Representative :Stan Hung |
784,192,680 |
| Director | United Microelectronics Corp. Representative :Ya-Nan Mo |
407,410,586 |
| Director | Liangxun Investment Co., Ltd. Representative :Tsai-FengHou |
434,004,716 |
| Director | Ting-Yu Lin | 425,388,937 |
| Director | Le-Tien Jung | 416,522,427 |
| Director | Wan-Ling Cheng | 399,276,930 |
| Independent Director | Ya-Ching Li | 503,533,281 |
| Independent Director | Chia-Wei Tai | 486,159,044 |
| Independent Director | Ching-Liu Hsiao | 485,993,542 |
SiS 2024 Annual Shareholders’ Meeting Minutes
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VI. Agenda Items: Proposal 1:
Proposal: Plan to conduct a capital reduction and cash refund
Description:
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To enhance shareholder return on equity, it is proposed to carry out a capital reduction for cash refund. For details, please refer to Attachment VIII of this Handbook. .
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The authorized capital of the Company is NT$18,000,000,000, divided into 1,800,000,000 shares with a par value of NT$10 per share. As of the present, the actual issued shares amount to 749,589,356 shares. It is proposed to reduce the capital by NT$ 2,623,562,750, resulting in the cancellation of 262,356,275 shares. The capital reduction ratio is approximately 35%. The paid-in capital after the cash refund will be NT$ 4,872,330,810, divided into 487,233,081 shares with a par value of NT$ 10 per share.
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Based on the total number of issued common shares, it is estimated that 1,000 shares will be exchanged for 650 shares (i.e., a reduction of 350 shares per 1,000 shares), with an estimated cash refund of NT$3.5 per share. For fractional shares remaining after the reduction, shareholders may apply for consolidation registration with the Company's stock transfer agent before the book closure date for the exchange of shares. If fractional shares remain after consolidation or if consolidation is not completed within the specified period, the chairman is authorized to negotiate with specific parties for the purchase at face value.
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It is proposed to authorize the chairman to handle all relevant matters after approval at the shareholders' meeting, including but not limited to executing relevant administrative procedures and setting the reduction record date.
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The rights and obligations of the new shares issued through this capital reduction will be the same as those of the original shares. In the event of changes in laws and regulations, requests from regulatory authorities, or other factors affecting the number of outstanding shares, it is proposed to authorize the chairman to handle the adjustment of the capital reduction exchange ratio and the amount of cash refund per share.
Comments summarized as the following:
Stockholder No.: 347041 Securities and Futures Investors Protection Center acts in accordance of 2024/3/5 Cheng Pow Far Official Letter No. 1130000604; we would require SiS report to the shareholder meeting and explain or come to a resolution of the following information:
(1)Causes of this capital reduction, its rationality and necessity
SiS 2024 Annual Shareholders’ Meeting Minutes
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(2)Source of funding as of the capital reduction and cash refund, and impacts on SiS financial, business operations, and capital structures.
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(3)Plans on fund raising or issuing stocks in the coming year or in the year of shareholder meeting, if that is the case of SiS, state the rationality and necessity
Reply summarized as the following:
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(1) As of capital reduction, SiS equity capital NTD7.5billion is deemed oversized when current operational conditions and profitability are compared with that; SiS so as to intend to return cash to shareholders through capital reduction and cash refund in order to reduce the equity capital.
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(2) As of the end of 2024/Q1, SiS cash position around NTD3.9 billion sufficient to cover the cash refund(Est.NTD2.624 billions) ,the earning distribution (Est.NTD0.225 billions), and acquiring UDS(Est.NTD0.35 billions)-etimated total NTD3.2 billions; as of cash position Q1, SiS has sufficient cash to cover the future operation.
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(3) As of today, no plan for fund raising or issuing stocks
Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 492,749,918 shares were represented at the time of voting
(including 191,213,289 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 483,250,947 votes (including183,035,713 shares voted via electronic transmission) |
98.07% |
| Votes against:997,900 votes (including997,900shares voted via electronic transmission) |
0.20% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 8,501,071votes (including7,179,676 shares voted via electronic transmission) |
1.72% |
SiS 2024 Annual Shareholders’ Meeting Minutes
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Proposal 2:
Proposal: Removal of the non-competition restrictions on newly elected directors. Description:
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According to Article 209 of the Company Law, a director who acts himself or on behalf of another person for such activities that are within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and obtain its approval.
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The directors may have investments in or serve as directors in other companies with identical or similar business as those of the Company. Such circumstance shall obtain approval from the shareholders' meeting. If the Company's directors meet the above conditions, the shareholders' meeting shall discuss the removal of the non-competition restriction on the Company’s directors and representatives of legal person (in case of a juristic entity, including its representative).
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Please refer to Attachment IX of this Handbook for the relevant information on positions concurrently held by the newly elected directors at other companies.
Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 492,749,918 shares were represented at the time of voting
(including 191,213,289 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 482,849,344 votes (including182,634,110shares voted via electronic transmission) |
97.99% |
| Votes against: 1,342,210 votes (including1,342,210 shares voted via electronic transmission) |
0.27% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained:8,558,364 votes (including7,236,969shares voted via electronic transmission) |
1.73% |
VII. Extraordinary Motions: None
VIII. Adjournment: Meeting ended at 09:56 am
SiS 2024 Annual Shareholders’ Meeting Minutes
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【 Attachments Ⅰ】
Silicon Integrated Systems Corp. Business Report
The global economy witnessed a post-pandemic recovery in 2023; however, decisions to counter inflationary pressures through interest rate hikes, geopolitical tensions, and pressures on the financial system from the China economy dampened purchase willness for consumer electronics. Additionally, high inventory levels resulting from excessive stocking during the pandemic exacerbated the extreme imbalance between supply and demand in the overall consumer electronics supply chain. The Company's IC design business unable to achieve the expected performance targets due to the impact of inventory adjustment on customers and sluggish consumer demand. However, the Company achieved a pre-tax net profit of NT$ 571 million and earnings per share of NT$0.76 for the fiscal year 2023, supported by growth in non-operating income.
Looking forward to 2024, we anticipate the launch of next-generation projection-based multi-touch capacitive touch chipsets, capacitive active stylus touch chipsets, active stylus control chipsets, touch panel modules, touch panel application modules, and solution design services, as well as MEMS microphone chipsets and solutions which contributes to the growth of the overall revenue.
2023 Business Performance
Results of the Business Plan
In the fields of consumer electronics, industrial control, and automotive touch products, the Company has introduced a series of large-sized external capacitive touch products. These products feature 40-point touch, high anti-noise capability, waterproofing, and palm rejection, fully meeting market demands for touch functionality. Moreover, the Company has launched competitive new products in the large-sized interactive whiteboard segment.
The Company's financial condition, profitability and research and development are as follows.
Financial Condition
(I) Parent Company Only Financial Statements
Unit: NT$'000
| (I) Parent Company On |
lyFinancialStatements | Unit: NT$'000 | |
|---|---|---|---|
| Item | 2023 | 2022 | Increase(decrease) amount |
| Revenue | 118,171 | 143,354 | (25,183) |
| Gross profit | 19,934 | (9,558) | 29,492 |
| Operatingloss | (422,738) | (404,595) | (18,143) |
| Netincomeforthe period | 571,261 | 483,657 | 87,604 |
| Consolidated Financial Statements | Unit: NT$'000 | ||
| Item | 2023 | 2022 | Increase(decrease) amount |
| Revenue | 187,184 | 182,202 | 4,982 |
| Gross profit | 56,676 | 4,640 | 52,036 |
| Operating loss | (451,166) | (463,840) | 12,674 |
| Net incomefor the period | 558,841 | 463,903 | 94,938 |
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Profitability
(I) Parent Company Only Financial Statements
| Item | 2023 | 2022 | |
|---|---|---|---|
| Returnon assets(%) | 3.31 | 2.49 | |
| Returnonequity(%) | 3.33 | 2.51 | |
| Ratio to paid-in capital(%) |
Net operatingloss | (5.64) | (5.40) |
| Profit before income tax |
8.41 | 7.18 | |
| Net profitmargin(%) | 483.42 | 337.39 | |
| Earnings pershare(NTD) | 0.76 | 0.65 |
(II) Consolidated Financial Statements
| Item | 2023 | 2022 | |
|---|---|---|---|
| Returnonassets(%) | 3.22 | 2.39 | |
| Returnonequity(%) | 3.25 | 2.40 | |
| Ratio to paid-in capital(%) |
Net operatingloss | (6.02) | (6.19) |
| Profit before income tax |
8.24 | 6.92 | |
| Net profitmargin(%) | 298.55 | 254.61 | |
| Earnings pershare(NTD) | 0.76 | 0.65 |
Research and development
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Continued to improve the performance and specifications of capacitive touch chipsets and active stylus chipsets 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.
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Expanded the market outreach by introducing the next generation of USI and MPP specification stylus pens and Bluetooth touch feedback for laptops and tablets.
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Continued to develop various types of MEMS microphone-related products for AI applications.
Summary of 2024 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: Stan Hung
Manager: Le-Tien Jung
Chief Accountant: Yuan-Kwei Chen
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【 Attachments Ⅱ】
Silicon Integrated Systems Corp. Audit Committee's Report
The 2023 financial statements and consolidated financial statements of the Company prepared and delivered by the Board of Directors had been jointly audited by CPA Chris Hu 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,
2024 Annual Shareholders' Meeting of Silicon Integrated Systems Corp.
Convener of the Audit Committee: Ya-Ching Li
February 26, 2024
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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, 2023 and 2022, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other 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, 2023 and 2022, and its financial performance and cash flows for the years ended December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 reports of the 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 2023 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$ 118,171 thousand as net sales for the year ended December 31, 2023. 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 Other 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$77,762 thousand and NT$119,839 thousand, accounting for 0.4% and 1% of total assets as of December 31, 2023 and 2022, respectively. The related shares of losses recognized from these subsidiaries, associates and joint ventures under the equity method amounted to NT$66,671 thousand and NT$43,633 thousand, accounting for (11)% and (8)% of the net income before tax for the years ended December 31, 2023 and 2022 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.
Auditors’ 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 auditors’ 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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in 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 the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- 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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 auditors’ 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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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.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.
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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 2023 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ 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.
Hu, Shen-Chieh
Hsu, Hsin-Min
Ernst & Young, Taiwan
February 26, 2024
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of 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.
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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 Group”) as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and their consolidated financial performance and cash flows for the years ended December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group 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 reports of the 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 2023 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 Group recognized NT$187,184 thousand as net sales for the year ended December 31, 2023. Sales of products is the main operating activity of the Group. 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 Group 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 Other Auditors
We did not audit the financial statements of certain consolidated subsidiaries, whose statements reflect total assets of NT$98,043 thousand and NT$86,792 thousand, constituting 1% and 1% of consolidated total assets as of December 31, 2023 and 2022, respectively, and total operating revenues of NT$61,270 thousand and NT$17,589 thousand, constituting 33% and 10% of consolidated operating revenues for the years ended December 31, 2023 and 2022, respectively. 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.
19
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 the other auditors. These associates and joint ventures under equity method amounted to NT$35,609 thousand and NT$82,638 thousand, representing 0.2% and 1% of consolidated total assets as of December 31, 2023 and 2022, respectively. The related shares of losses from the associates and joint ventures under the equity method amounted to NT$53,410 thousand and NT$18,970 thousand, representing (9)% and (4)% of the consolidated net income before tax for the years ended December 31, 2023 and 2022, 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 Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Group.
Auditors’ 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 auditors’ 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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
20
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
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.
-
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 Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 Group and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Group and its subsidiaries to cease to continue as a going concern.
-
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.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group 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.
21
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 auditors’ 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, 2023 and 2022.
Hu, Shen-Chieh
Hsu, Hsin-Min
Ernst & Young, Taiwan
February 26, 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of 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.
22
| 【AttachmentsⅣ】 SILICON INTEGRATED SYSTEMS CORPORATION As of December 31, 2023 and 2022 English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese PARENT COMPANY ONLY BALANCE SHEETS (Expressed in Thousands of New Taiwan Dollars) |
% |
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 $ |
|
% |
19 2 - - - - - - 21 74 1 4 - - - - - - 79 100 |
|
| December 31, 2023 | 3,670,547 $ 357,658 13,551 272 2,601 47,834 5,127 5,350 4,102,940 14,095,365 103,695 738,438 420 3,046 1,095 - 227 74,756 15,017,042 19,119,982 $ |
|
| Notes | 4, 6(1) 4, 6(3), 8, 12 4, 6(4), 6(12), 12 4, 6(4), 6(12), 7, 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 Account receivable, net Accounts receivable - 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 – non-current 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 – non-current Total non-current assets Total assets |
|
| SILICON INTEGRATED SYSTEMS CORPORATION PARENT COMPANY ONLY BALANCE SHEETS As of December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars) English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese |
% |
- - - 1 - - - - - 1 - - - - 1 48 1 3 15 32 99 100 |
The accompanying notes are an integral part of the parent company only financial statements. |
|---|---|---|---|
| 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 $ |
||
% |
- - - 1 - - - - - 1 - - - - 1 39 - 3 19 38 99 100 |
||
| December 31, 2023 | 2,055 $ 3,383 650 110,048 - 5,528 158 2,924 233 124,979 306 272 3,908 4,486 129,465 7,495,894 83,210 515,141 3,675,880 7,220,392 18,990,517 19,119,982 $ |
||
| Notes | 6(11) 12 7, 12 12 7, 12 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 – non-current Guarantee deposits Total non-current liabilities Total liabilities Equity Capital Common stock Additional paid-in capital Retained earnings Legal reserve Unappropriated earnings Other components of 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, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars, except for earnings per share) |
For the years ended December 31 | % | 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 $ |
||
| % | 100 (83) 17 (29) (118) (228) - (375) (358) 21 930 (1) - (59) 891 533 (50) 483 1 3,223 - - 1 3,225 3,708 |
||
| 2023 | 118,171 $ (98,237) 19,934 (33,862) (139,014) (269,790) (6) (442,672) (422,738) 25,146 1,098,447 (722) (21) (69,709) 1,053,141 630,403 (59,142) 571,261 1,530 3,808,786 (306) (618) 1,095 3,810,487 4,381,748 $ 0.76 $ 0.76 $ |
||
| Notes | 4, 6(11), 7 6(5), 6(14), 7 6(8), 6(12), 6(14), 7 4, 6(6), 6(15) 4, 5, 6(17) 6(16) 6(9) 6(18) |
||
| Description | Operating revenues Operating costs Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Expected credit loss Total operating expenses Operating loss Non-operating income and expenses Interest income Other income Other gains and losses Financial 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 plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income Income tax relating to items that will not be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences resulting from translating the financial statements of foreign operations Income tax relating to items that may be reclassified to profit or loss Other comprehensive income (loss), net of tax Total comprehensive income (loss) Earnings per share (NT$) Earnings per share-basic Earnings per share-diluted |
| English Translation of Parent Company Only Financial Statements Originally Issued in Chinese (Expressed in thousands of New Taiwan Dollars) For the years ended December 31, 2023 and 2022 PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY SILICON INTEGRATED SYSTEMS CORPORATION |
Total Equity | $23,236,213 - (545,156) - 483,657 (7,817,768) (7,334,111) 3,238 - 267 15,360,451 $ 15,360,451 $ - (749,589) (3,306) 571,261 3,810,487 4,381,748 1,213 - 18,990,517 $ |
$23,236,213 - (545,156) - 483,657 (7,817,768) (7,334,111) 3,238 - 267 15,360,451 $ 15,360,451 $ - (749,589) (3,306) 571,261 3,810,487 4,381,748 1,213 - 18,990,517 $ |
|
|---|---|---|---|---|
| Other Equity | Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income |
13,130,562 $ - - - - (7,832,837) (7,832,837) - (361,421) - 4,936,304 $ 4,936,304 $ - - - - 3,808,786 3,808,786 - (1,520,319) 7,224,771 $ |
||
| Exchange Differences on Translation of Foreign Operations |
(5,059) $ - - - - 203 203 - - - (4,856) $ (4,856) $ - - - - 477 477 - - (4,379) $ |
|||
| Retained Earnings | Unappropriated Earnings |
2,811,971 $ (26,654) (545,156) (681,445) 483,657 14,866 498,523 - 361,421 - 2,418,660 $ 2,418,660 $ (85,995) (749,589) - 571,261 1,224 572,485 - 1,520,319 3,675,880 $ |
||
| Legal Reserve | 402,492 $ 26,654 - - - - |
- - - - 429,146 $ 429,146 $ 85,995 - - - - - - - 515,141 $ |
||
| Additional Paid-in Capital |
81,798 $ - - - - - - 3,238 - 267 85,303 $ 85,303 $ - - (3,306) - - - 1,213 - 83,210 $ |
|||
| Common Stock | 6,814,449 $ - - 681,445 - - - - - - 7,495,894 $ 7,495,894 $ - - - - - - - - 7,495,894 $ |
|||
| Description | Appropriation and distribution of 2021 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) for the year ended December 31, 2022 Changes in subsidiaries’ ownership Disposal of equity instrument investments measured at fair value through other comprehensive income Others Balance as of December 31, 2022 Appropriation and distribution of 2022 retained earnings Legal reserve Cash dividends 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, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Changes in subsidiaries' ownership Disposal of equity instrument investments measured at fair value through other comprehensive income Balance as of December 31, 2023 Balance as of January 1, 2022 Balance as of January 1, 2023 |
English Translation of 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, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| Description | For theyears ended December 31 | For theyears ended December 31 | i |
|---|---|---|---|
| 2023 | 2022 r |
||
| Cash flows from operating activities : Net income before tax Adjustments for: Adjustments to reconcile net income before tax to net cash provided by (used in) operating activities: Depreciation Amortization Expected credit loss Interest expenses Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method Losses on disposal of property, plant, and equipment Changes in operating assets and liabilities: Accounts receivable Accounts receivable - 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 payable - related parties Other current liabilities Cash used in operations Interest received Income tax paid Net cash used in operating activities Cash flows from investing activities : Acquisition of financial assets at fair value through other comprehensive income or loss Proceeds from disposal of financial assets at fair value through other comprehensive income or loss 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 Decrease in refundable deposits Acquisition of intangible assets Decrease 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 in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year |
630,403 $ 12,966 1,154 6 21 (25,146) (1,059,038) 69,709 83 (1,029) 2,188 1,578 - 41,404 (1,849) 7,631 546 863 1,533 492 38,302 (897) (3,395) (282,475) 24,158 (599) (258,916) (2,150) 2,620,319 (348,017) (27,000) (14,546) 14 - 20 (363) 175 1,059,038 3,287,490 78 (249) (749,589) - (749,760) 2,278,814 1,391,733 3,670,547 $ |
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 $ |
The accompanying notes are an integral part of the parent company only financial statements.
27
Attachments V】SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES December 31, 2023 and December 31, 2022 English Translation of Consolidated Financial Statements Originally Issued in Chinese CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan Dollars) |
% |
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 $ |
|
% |
20 2 - - - - - - 22 74 - 4 - - - - - - 78 100 |
|
| December 31, 2023 | 3,758,872 $ 357,658 15,461 272 2,619 62,141 5,300 8,131 4,210,454 14,095,365 35,609 744,628 4,184 7,566 1,095 - 3,349 74,756 14,966,552 19,177,006 $ |
|
| Notes | 4, 6(1) 4, 6(3),8, 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 Account receivable, net Accounts receivable - 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 – non-current 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 – non-current Total non-current assets Total assets |
| English Translation of Consolidated Financial Statements Originally Issued in Chinese (Expressed in thousands of New Taiwan Dollars) December 31, 2023 and December 31, 2022 CONSOLIDATED BALANCE SHEETS SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES |
% |
- - - 1 - - - - - 1 - - - - 1 48 1 3 15 32 99 - 99 100 |
The accompanying notes are an integral part of the consolidated financial statements. |
|---|---|---|---|
| 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 $ |
||
% |
- - - 1 - - - - - 1 - - - - 1 39 - 3 19 38 99 - 99 100 |
||
| December 31, 2023 | 2,055 $ 3,494 650 121,615 - 5,528 3,567 3,969 233 141,111 306 692 3,880 4,878 145,989 7,495,894 83,210 515,141 3,675,880 7,220,392 18,990,517 40,500 19,031,017 19,177,006 $ |
||
| Notes | 6(11) 12 7, 12 12 7, 12 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 – non-current Guarantee deposits Total non-current liabilities Total liabilities Equity Capital Common stock Additional paid-in capital Retained earnings Legal reserve Unappropriated earnings Other components of equity Equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity |
| English Translation of Consolidated Financial Statements Originally Issued in Chinese SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars, except for earnings per share) |
For the years ended December 31 | % | 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) | The accompanying notes are an integral part of the consolidated financial statements. 30 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 $ |
||||
| % | 100 (70) |
30 | (25) (82) (163) - |
(270) | (240) | 14 587 (1) - (29) |
571 | 331 (33)) |
298 | 1 2,036 - - - |
2,037 | 2,335 | 305 (7) |
298 | 2,342 (7) |
2,335 | ||||||
| 2023 | 187,184 $ (130,508) |
56,676 | (47,498) (154,370) (305,968) (6) |
(507,842) | (451,166) | 25,713 1,098,915 (1,823) (224) (53,410) |
1,069,171 | 618,005 (59,164) |
558,841 | 1,530 3,808,786 (306) (618) 1,095 |
3,810,487 | 4,369,328 $ |
571,261 $ (12,420) |
558,841 $ |
4,381,748 $ (12,420) |
4,369,328 $ |
0.76 $ |
0.76 $ |
||||
| Notes | 4, 6(11), 7, 14 6(5), 6(14), 7 6(8),6(12), 6(14), 7 4, 6(6), 6(15) 4, 5, 6(17) 6(16) 6(9) 6(18) |
|||||||||||||||||||||
| Description | Operating revenues Operating costs Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Expected credit loss Total operating expenses Operating losses Non-operating income and expenses Interest income Other income Other gains and losses Financial 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 plans Unrealized gains or losses from equity instrument investments measured at fair value through other comprehensive income Income tax relating to items that will not be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences resulting from translating the financial statements of foreign operations Income tax relating to items that may be reclassified to profit or loss Other comprehensive income (loss), net of tax Total comprehensive income Net income (loss) attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Stockholders of the parent Non-controlling interests Earnings per share (NT$) Earnings per share-basic Earnings per share-diluted |
| English Translation of 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, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars) |
Total Equity | 23,262,838 $ - (545,156) - 463,903 (7,817,768) |
(7,353,865) | - - 267 30,500 |
15,394,584 $ |
15,394,584 $ - (749,589) (3,306) 558,841 3,810,487 |
4,369,328 | - 20,000 - |
19,031,017 $ |
The accompanying notes are an integral part of the consolidated financial statements. 31 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlling Interests |
26,625 $ - - - (19,754) - |
(19,754) | (3,238) - - 30,500 |
34,133 $ |
34,133 $ - - - (12,420) - |
(12,420) | (1,213) 20,000 - |
40,500 $ |
|||||
| Equity Attributable to the Parent | Total | 23,236,213 $ - (545,156) - 483,657 (7,817,768) |
(7,334,111) | 3,238 - 267 - |
15,360,451 $ |
15,360,451 $ - (749,589) (3,306) 571,261 3,810,487 |
4,381,748 | 1,213 - - |
18,990,517 $ |
||||
| Other Equity |
Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income |
13,130,562 $ - - - - (7,832,837) |
(7,832,837) | - (361,421) - - |
4,936,304 $ |
4,936,304 $ - - - - 3,808,786 |
3,808,786 | - - (1,520,319) |
7,224,771 $ |
||||
| Exchange Differences on Translation of Foreign Operations |
(5,059) $ - - - - 203 |
203 | - - - - |
(4,856) $ |
(4,856) $ - - - - 477 |
477 | - - - |
(4,379) $ |
|||||
| Retained Earnings |
Unappropriated Earnings |
2,811,971 $ (26,654) (545,156) (681,445) 483,657 14,866 |
498,523 | - 361,421 - - |
2,418,660 $ |
2,418,660 $ (85,995) (749,589) - 571,261 1,224 |
572,485 | - - 1,520,319 |
3,675,880 $ |
||||
| Legal Reserve |
402,492 $ 26,654 - - - - - - - - - 429,146 $ 429,146 $ 85,995 - - - - - - - - 515,141 $ |
||||||||||||
| Additional Paid-in Capital |
81,798 $ - - - - - - 3,238 - 267 - 85,303 $ 85,303 $ - - (3,306) - - - 1,213 - - 83,210 $ |
||||||||||||
| Common Stock | 6,814,449 $ - - 681,445 - - |
- | - - - - |
7,495,894 $ |
7,495,894 $ - - - - - |
- | - - - |
7,495,894 $ |
|||||
| Description | Appropriation and distribution of 2021 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) for the year ended December 31, 2022 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 Appropriation and distribution of 2022 retained earnings Legal reserve Cash dividends 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, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Changes in subsidiaries' ownership Non-controlling Interests Disposal of equity instrument investments measured at fair value through other comprehensive income Balance as of December 31, 2023 Balance as of January 1, 2022 Balance as of January 1, 2023 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2023 and 2022
(Expressed in thousands of New Taiwan Dollars)
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan Dollars) For the years ended December 31, 2023 and 2022 SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES |
||
|---|---|---|
| Description | Fot theyears ended December 31, | |
| 2023 | 2022 | |
| Cash flows from operating activities : Net income before tax Adjustments for: Adjustments to reconcile net income before tax to net cash provided by (used in) operating activities: Depreciation Amortization Expected credit loss Interest expenses Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method Losses on disposal of property, plant, and equipment Others Changes in operating assets and liabilities: Accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments Other current assets Other operating assets Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payable - related parties Other current liabilities Cash used in operations Interest received Income tax paid Net cash used in operating activities Cash flows from investing activities : Acquisition of financial assets at fair value through other comprehensive income or loss Proceeds from disposal of financial assets at fair value through other comprehensive income or loss 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 Decrease in refundable deposits Acquisition of intangible assets Decrease 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 exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year |
618,005 $ 21,043 1,755 6 224 (25,713) (1,059,038) 53,410 37 (4) (146) 647 1,579 38,384 (1,837) 7,354 546 (937) 1,631 492 40,856 (897) (2,518) (305,121) 24,724 (1,715) (282,112) (2,150) 2,620,319 (348,017) (10,000) (14,802) 102 (1,420) - (4,363) 175 1,059,038 3,298,882 108 (5,189) (749,589) 20,000 - (734,670) 786 2,282,886 1,475,986 3,758,872 $ |
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 $ |
The accompanying notes are an integral part of the consolidated financial statements.
32
【 Attachments VI 】
Comparison Table of amendments to certain provisions of the ''Rules of Procedure for Board of Directors Meetings''
| Provisions | Before amendment | Afteramendment | Description | |
|---|---|---|---|---|
| Article 12 | When the time of a meeting has arrived and one-half all board directors are present, the meeting chair may call the meeting to order immediately. When the time of a meeting has arrived and one-half all board directors are not present, the meeting chair may announce postponement of the meeting time, which shall not exceed two times in total and the total postponed time shall not exceed one hour. If the quorum is still not met aftertwo such delays, thechair shall re-call the meeting following the procedures provided in Article 3, paragraph 2. The term "all board directors " as used in the preceding paragraph and inArticle 17,paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office. |
When the time of a meeting has arrived and one-half all board directors are present, the meeting chair may call the meeting to order immediately. When the time of a meeting has arrived and one-half all board directors are not present, the meeting chair mayon the same day announce postponement of the meeting time, which shall not exceed two times in total and the total postponed time shall not exceed one hour. If the quorum is still not met aftertwo such delays, thechair shall re-call the meeting following the procedures provided in Article 3, paragraph 2. The term "all board directors " as used in the preceding paragraph and inArticle 17,paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office. |
Amendments made in accordance with the law |
|
| Article 13 | A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting regarding the contents of the agenda items and extraordinary motion. If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motionby the directors sitting at |
A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting regarding the contents of the agenda items and extraordinary motion. If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motionby the directors sitting at |
Amendments made in accordance with the law |
33
| Provisions | Before amendment | After amendment | Description | |
|---|---|---|---|---|
| the meeting, the chair shall declare a suspension of meeting, in which case Article 12 paragraph 2 shall apply mutatis mutandis. |
the meeting, the chair shall declare a suspension of meeting, in which case Article 12 paragraph 2 shall apply mutatis mutandis. If at any time during the proceeding of a board of directors meeting the chairperson is unable to preside over the meeting due to unforeseen circumstances or fails to announce the adjournment according to the provisions in the 2 paragraph, the appointment of a proxy shall be governed by the provisions of Article 10 paragraph 3. |
34
【 Attachments Ⅶ 】
List of director candidates for the 13th board
【Attach |
mentsⅦ】List of |
director candidates for the 13th board | |
|---|---|---|---|
| Position | Name/Gender | Education/Experience/Current Position | Number of SharesHeld |
| Director | United Microelectronics Corp. |
Current Position: Director of Unimicron Technology Corporation Director of Faraday Technology Corporation Director of Novatek Microelectronics Corp. Director of ITE Tech. Inc. Director of Chipbond Technology Corporation DirectorofSilicon Integrated Systems Corp. |
142,535,174 |
| Representative Stan Hung Male |
Education: Department of Accounting, Tamkang University Experience: Chairman of United Microelectronics Corp. Current Position: Chairman of United Microelectronics Corp. Chairman of UMC Capital Chairman of TLC Capital Corporation Chairman of Faraday Technology Corporation Chairman of UMC Capital Corp. Chairman of TriKnight Capital Corporation Director of United Microelectronics (Europe)B.V. ChairmanofSilicon Integrated Systems Corp. |
0 | |
| Director | United Microelectronics Corp. |
Current Position: Director of Unimicron Technology Corporation Director of Faraday Technology Corporation Director of Novatek Microelectronics Corp. Director of ITE Tech. Inc. Director of Chipbond Technology Corporation Director of Silicon Integrated Systems Corp. |
142,535,174 |
| Representative Mo Ya-Nan Male |
Education: Master's Degree of Electrical Engineering, State University of New York Experience: Executive Director of United Microelectronics Corp. Current Position: Executive Director of United Microelectronics Corp. DirectorofSilicon Integrated Systems Corp. |
0 |
35
| Position | Name/Gender | Education/Experience/Current Position | Number of SharesHeld |
|---|---|---|---|
| Director | Liangxun Investment Co.,Ltd. |
Current Position: Director of Silicon Integrated Systems Corp. |
1,650,424 |
| Representative Tsai-Feng Hou Female |
Education: Master's Degree of Public Policy Program, National Sun Yat-Sen University Experience: Special Assistant to the Chairman of Orient Semiconductor Electronics,Ltd. Current Position: Independent Director of Nanya Technology Corp Director of Liangxun Investment Co., Ltd. Director of Taiwan Implant Technology Company, Ltd. DirectorofSilicon Integrated Systems Corp. |
500,475 | |
| Director | Le-Tien Jung Male |
Education: Ph.D. of the University of Texas-Austin Experience: Assistant Manager of United Microelectronics Corp. Current Position: Chairman of HuiTong intelligence Co., Ltd. Manager of Silicon Integrated Systems Corp. |
0 |
※ The record date of stock holding is March 29, 2024
36
List of director candidates for the 13th board
| Position | Name/Gender | Education/Experience/Current Position | Number of SharesHeld |
|---|---|---|---|
| Director | Ting-Yu Lin Male |
Education: Master's Degree in International Finance, Meiji University Experience: Director of United Microelectronics Corp. Current Position: Director of United Microelectronics Corp. Director of Unimicron Technology Corp. Chairman of Sunrox International Inc. ChairmanofSunrox Industries.Inc. |
0 |
| Director | Cheng Wan-Ling Female |
Education: Master's Degree at State University of New York at Buffalo Experience: Secretary to the Chairman of United Microelectronics Corp. Current Position: Director of ASolid Technology Co., Ltd. Assistant Investment Manager at Hsun Chieh Investment Co.,Ltd. |
0 |
| Independent Director |
Ya-Ching Li Female |
Education: Master's Degree of Accounting, University of Missouri Experience: Accounting Manager/Director of Audit Department of United Microelectronics Corporation Current Position: Independent Director of UnimicronTechnologyCorporation Independent Director of Silicon Integrated Systems Corp. |
0 |
| Independent Director |
Chia-Wei Tai Male |
Education: Department of Business Administration, Fu Jen Catholic University Experience: Deputy General Manager at SinoPac Securities Director of SinoPac Holdings Director of Zhier Venture Capital Co., Ltd Director of TaiHan Precision Technology Co., Ltd. Current Position: Independent Director of Hu Lane Associate Inc. IndependentDirectorof FamilyInternational |
0 |
37
| Position | Name/Gender | Education/Experience/Current Position | Number of SharesHeld |
|---|---|---|---|
| Gourmet Co.,Ltd. Director of U-Neuron Biomedical Inc. Director of Siang Sian Restaurant Independent Director of Silicon Integrated Systems Corp. |
|||
| Independent Director |
Ching-Liu Hsiao Male |
Education: Department of Economics, Feng Chia University Experience: Vice President of CTBC Bank Current Position: Independent Director of Silicon Integrated Systems Corp. |
0 |
※ The record date of stock holding is March 29, 2024
38
【 Attachments V Ⅲ】
Silicon Integrated Systems Corp.
Explanation of the Capital reduction and Cash Refund at the 2024
Shareholders' Meeting
The Company currently has a registered capital of approximately NT$7.5 billion, and considering the current operational scale, there is room for capital reduction. According to the consolidated financial statements for the fiscal year 2023, the Company's net profit after tax amounted to NT$558,841 thousand, with accumulated retained earnings totaling NT$3,675,880 thousand, and operating funds amounting to NT$4,116,530 thousand. The debt ratio stands at 0.76%, indicating an overall sound financial structure characterized by low leverage and sufficient cash flow on the balance sheet. Therefore, under this premise, the Board of Directors resolved on February 26, 2024, to carry out a 35% reduction in capital through cash refund to improve the balance sheet structure. This action aims to make the equity base relatively light, thereby enhancing shareholder equity, which is beneficial for both the Company and its shareholders.
Both the distribution of profits and the execution of cash refund will be financed from internal funds. As of the end of fiscal year 2023, the cash position exceeded NT$4 billion, sufficient to cover the required funds for profit distribution (approximately NT$225 million) and the cash refund proposal (approximately NT$2.624 billion), totaling approximately NT$2.85 billion. After completing the profit distribution and cash refund for the current fiscal year, the Company will still have ample fund to support future operations, development, and investment. Therefore, there will be no impact on future operations and investment plans, and currently, there are no plans to conduct fund raising or issue new shares.
39
【 Attachments IX 】
Removal of the non-competition restrictions on newly elected directors
Positions concurrently held by the newly elected directors at other companies
| Removal of the non-competition restrictions on newlyelected directors | Removal of the non-competition restrictions on newlyelected directors | Removal of the non-competition restrictions on newlyelected directors |
|---|---|---|
| Positions concurrentlyheld by thenewly elected directors at othercompanies | ||
| Position | Name | Name and positions concurrently held in other companies |
| Director | United Microelectronics Corp. |
Director of Unimicron Technology Corp. Director of Faraday Technology Corporation Director of Novatek Microelectronics Corp. Director of ITE Tech. Inc. DirectorofChipbondTechnology Corporation |
| Director | Stan Hung | Chairman of United Microelectronics Corp. Chairman of UMC Capital Chairman of TLC Capital Corporation Chairman of Faraday Technology Corporation Chairman of UMC Capital Corp. Chairman of TriKnight Capital Corporation Director of United Microelectronics (Europe)B.V. |
| Director | Tsai-Feng Hou | Independent Director, of Nanya Technology Corporation Director of Taiwan Implant Technology Company, Ltd. Directorof Liangxun Investment Co.,Ltd. |
| Director | Le-TienJung | Chairmanof HuiTongintelligence Co.,Ltd. |
| Director | Ting-Yu Lin | Director of United Microelectronics Corp. Director of Unimicron Technology Corp. Director of Sunrox International Inc. Director of Sunrox Industries. Inc. |
| Director | Cheng Wan-Ling | Director of ASolid Technology Co., Ltd. |
| Independent Director |
Ya-Ching Li | Independent Director of Unimicron Technology Corporation |
| Independent Director |
Chia-Wei Tai | Independent Director of Hu Lane Associate Inc. Independent Director of Family International Gourmet Co.,Ltd. Director of U-Neuron Biomedical Inc. DirectorofSiang Sian Restaurant |
40