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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

  • I. Chairman announced commencement.

  • II. Chairman’s Speech (omitted)

  • III. Report Items

Report 1: 2023 Business Report

  • Acknowledged

  • Report 2: Audit Committee's Review Report on the 2023 Financial Statements

  • Acknowledged

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

  • Report 4: Report on 2023 employees’ and directors’ compensation Acknowledged

  • 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:

  1. 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.

  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: 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:

  1. 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.

  2. 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:

  1. 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.

  2. 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.

  3. The Company has established the Audit Committee and the Remuneration Committee according to law. The members of these two committees are entirely formed by independent directors. The original members will be automatically dismissed upon the completion of the election of the independent directors of the 13th Board.

  4. 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.
RepresentativeStan Hung
784,192,680
Director United Microelectronics Corp.
RepresentativeYa-Nan Mo
407,410,586
Director Liangxun Investment Co., Ltd.
RepresentativeTsai-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:

  1. 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. .

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  • (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:

  • (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.

  • (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.

  • (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:

  1. 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.

  2. 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).

  3. 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

  • 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.

  • Expanded the market outreach by introducing the next generation of USI and MPP specification stylus pens and Bluetooth touch feedback for laptops and tablets.

  • 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:

  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.

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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 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.

  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 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.

16

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.

17

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:

  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 Group.

  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 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.

  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 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