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SiS AGM Information 2025

Jun 10, 2025

52031_rns_2025-06-10_332f1258-dca9-4068-8314-09bd66fe538d.pdf

AGM Information

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Stock Code:2363 The Form of Shareholders’ Meeting: Physical

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Silicon Integrated Systems Corp.

2025 Annual Shareholders’ Meeting Meeting Handbook

May 22, 2025

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

THIS IS A TRANSLATION OF 2025 ANNUAL SHAREHOLDERS’ MEETING HANDBOOK (“THE HANDBOOK”) 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 HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.

Stock Code:2363

Table of Contents

Chapter 1. Meeting Procedures.................................................................................................... 1 Meeting Procedures.................................................................................................... 1
Chapter 2. Meeting Agenda.......................................................................................................... 2
I. Report Items ........................................................................................................ 3
II. Proposed Resolutions .......................................................................................... 4
III. Agenda Items ...................................................................................................... 6
IV. Extraordinary Motions ........................................................................................ 7
Chapter 3. Attachments
I. 2024 Business Report ......................................................................................... 8
II. Audit Committee's Review Report ................................................................... 10
III. Independent Auditors' Report ........................................................................... 11
IV. 2024 Parent Company Only Financial Statements ........................................... 21
V. 2024 Consolidated Financial statements ........................................................... 26
VI. Execution Status of Related Party Transactions for the Year 2024 ................... 31
VII. Amendments to certain provisions of the ''Articles of Incorporation'' .............. 32
VIII. Amendments to certain provisions of the ''Rules of Procedure for Shareholders’
Meetings'' .......................................................................................................... 34
Chapter 4. Appendices
I. Rules of Procedure for Shareholders’ Meetings ............................................... 35
II. Articles of Incorporation ................................................................................... 38
III. Shareholdings of All Directors .......................................................................... 43

Silicon Integrated Systems Corp.

Meeting Procedures of the 2025 Annual General Meeting

  • I. Meeting Called to Order

  • II. Chairman's Speech

  • III. Report Items

  • IV. Proposed Resolutions

  • V. Agenda Items

VI. Extraordinary Motions

VII. Adjournment

1

Silicon Integrated Systems Corp.

Agenda of the 2025 Annual General Meeting

Time: May 22, 2025, 9:00 am

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

The Form of Shareholders’ Meeting: Physical

Attendants: All shareholders and their proxies

Chairman: Stan Hung

  • I. Meeting Called to Order

  • II. Chairman's Speech

  • III. Report Items

  • Proposal 1: 2024 Business Report

  • Proposal 2: Audit Committee's Review Report on the 2024 Financial Statements

  • Proposal 3: Report on 2024 employees’ and directors’ compensation

  • Proposal 4: Report on the execution status of related party transactions for the year 2024

  • Proposal 5: Report on the execution status of the share conversion agreement between the Company and Hycon Technology Corporation

  • Proposal 6: Report on the shareholders' proposal at the Annual Shareholders' Meeting

  • IV. Proposed Resolutions

  • Proposal 1: Ratification of the 2024 Business Report and Financial Statements

  • Proposal 2: Ratification of the 2024 Earnings Distribution Proposal

  • V. Agenda Items

  • Proposal 1: Amendment to the ''Articles of Incorporation'' of the Company

  • Proposal 2: Amendment to the ''Rules of Procedure for Shareholders’ Meetings'' of the Company

  • Proposal 3: Removal of the non-competition restrictions on the Company's directors

  • VI. Extraordinary Motions

  • VII. Adjournment

2

Report Items:

Report 1

Proposal: 2024 Business Report Description: Please refer to Attachment I on page 8~9 for the 2024 Business Report.

Report 2

Proposal: Audit Committee's Review Report on the 2024 Financial Statements. Description: Please refer to Attachment II on page 10 and Attachment III on page 11~20 of this Handbook for the Audit Committee's Review Report and Independent Auditors' Report.

Report 3

Proposal: Report on the distribution of 2024 employees’ and directors' compensation Description:

  1. In accordance with Article 32 of the Company's Articles of Incorporation: The Company shall contribute the remaining balance of profit before tax after offsetting the accumulated loss to employees' and directors' compensation. The percentage of employees' compensation shall be no less than 5% of the aforementioned balance and the percentage of directors' compensation shall be no more than 2% of the aforementioned balance. Employees' compensation may be distributed in the form of shares or cash, whereas directors' compensation shall be distributed in cash.

  2. The Company proposed to distribute NT$51,124,841 in cash for employees’ compensation and NT$6,390,605 in cash for directors' compensation.

Report 4 Proposal: Report on the execution status of related party transactions for the year 2024 Description:

  1. In accordance with the Company's "Regulations on the Management of Related Party Transactions," any purchase, sale of goods, provision of services, or technical service transactions between the Company or its subsidiaries and an individual related party, where the anticipated annual transaction amount is expected to reach 5% or more of the Company's most recent consolidated total assets or the most recent annual consolidated net revenue, shall be subject to approval by the Audit Committee and the Board of Directors before the transaction can proceed. This requirement excludes transactions governed by the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" or those conducted between the Company and its parent company, subsidiaries, or among subsidiaries. After the end of the fiscal year, a report shall be submitted to the most recent shareholders' meeting detailing the actual annual transaction amount and conditions of the related party transactions. The report shall confirm whether the transactions were conducted in accordance with the pricing principles approved by the Board of Directors and whether the actual annual transaction amount remained within the approved limit.

  2. Please refer to Attachment VI on page 31 for the Execution Status of Related Party Transactions for the Year 2024.

3

Report 5
Proposal: Report on the execution status of the share conversion agreement between the
Company and Hycon Technology Corporation.
Description:
1. In accordance with Article 7, Paragraph 2 of the Business Mergers and Acquisitions
Act, the Company hereby reports on the share conversion with Hycon Technology
Corporation.
2. To achieve synergies through technological, product, and customer complementarity,
resource integration, operational cost reduction, and enhanced customer service, the
Company conducted the share conversion by issuing new shares. Each common share
of Hycon Technology Corporation was exchanged for 0.8713 common shares of the
Company, resulting in the Company acquiring 100% ownership of Hycon Technology
Corporation.
3. The conversion of shares was completed on January 1, 2025, and the Ministry of
Economic Affairs approved the change of registration on February 8, 2025.
Report 6
Proposal: Report on the shareholders' proposal at the Annual Shareholders' Meeting
Description:
1. In compliance with Article 172-1 of the Company Act.
2. The Company did not receive any shareholders' proposals during the period from
March 14, 2024 to March 25, 2025.

Proposed Resolution:

Proposal 1 (Proposed by the Board of Directors) Proposal: Ratification of the 2024 Business Report and Financial Statements. Description: 1. The 2024 Business Report and Financial Statements have been approved by the Board of Directors at the 13th Meeting of the 7th Board of Directors, reviewed by the Audit Committee, which has issued a written review report, and submitted to the shareholders' meeting for ratification in accordance with the laws and regulations. Please refer to Attachment II on page 10 of this Handbook. 2. For the attached Business Report, please refer to Attachment I on page 8 to page 9 of this Handbook. For the Independent Auditors' Report and the above financial statements, please refer to Attachments III to V on page 11 to page 30 of this Handbook. Resolution:

4

Proposal 2 (Proposed by the Board of Directors) Proposal: Ratification of the 2024 Earnings Distribution Proposal. Description:

  1. The Company's after-tax net income for 2024 amounted to NT$498,582,375. After adding the undistributed earnings at the beginning of the year, totaling NT$3,241,722,968, and recognizing the remeasurement of the defined benefit plan of NT$17,572,940, and deducting the statutory earnings reserve of NT$51,615,532, the distributable earnings for the period amounted to NT$3,706,262,751. The Company proposes to distribute a cash dividend of NT$257,494,080 to shareholders, with a dividend of NT$0.5 per share based on the shareholding ratio recorded in the shareholder register on the ex-dividend date. Cash dividends will be rounded down to the nearest whole dollar without further adjustment. The total amount of fractional dividends less than one dollar shall be classified as other income of the Company.

  2. The ex-dividend date and payment date for the distribution of cash dividends to shareholders will be determined by the Chairman of the Board upon authorization following the approval of the shareholders' meeting. In the event that subsequent actions, such as the repurchase of the Company's shares, transfer, conversion, or cancellation of treasury shares, the issuance and cancellation of restricted employee rights shares, or the issuance of warrants or convertible bonds leading to conversion in accordance with relevant issuance and conversion procedures, result in a change in the number of outstanding shares, thereby affecting the dividend distribution ratio, or if there are any other related matters not yet addressed, the Chairman of the Board will be authorized to handle and make adjustments after the approval of the shareholders' meeting.

  3. Please refer to the following 2024 Earnings Distribution Table

Silicon Integrated Systems Corp.

2024 Earnings Distribution Table

Silicon Integrated Systems Corp.
2024 Earnings Distribution Table
Unit: NT$
No. Amount
Undistributed earnings at the beginning ofthe period 3,241,722,968
Add: Remeasurement of defined benefit plans 17,572,940
Undistributed earnings at the beginning of the period after
adjustment
3,259,295,908
Earnings after tax for the period 498,582,375
Less:Provisionof legal reserve (51,615,532)
Distributable earningsforthe period 3,706,262,751
Less: Cashdividend NT$0.5/share (257,494,080)
Undistributed earnings at the end ofthe period 3,448,768,671

Chairman: Stan Hung Manager: Le-Tien Jung Chief Accountant: Yuan-Kwei Chen

Resolution:

5

Agenda Items:

Discussion 1 (Proposed by the Board of Directors) Proposal: Amendment to the ''Articles of Incorporation'' of the Company Description:

  1. To enhance decision-making and execution efficiency and improve organizational operational effectiveness, the position of Chief Executive Officer (CEO) shall be established. The CEO will serve as the highest executive management officer of the company, fully responsible for the Company's operational management and overall strategic planning.

  2. In accordance with the Financial Supervisory Commission's Financial Supervisory Securities Corporate 1130385442, dated November 8, 2024, the Company shall offset accumulated losses with the pre-tax profit for the current year. The remaining balance shall be allocated for employee compensation, with the allocation percentage not being less than 5% of the remaining balance. Furthermore, at least 1% of the employee compensation amount shall be allocated for the distribution of compensation to junior - staff employees. Junior-staff employees are defined as those in the Company’s job grades 7 and below. In the event of any other unresolved matters or adjustments to job grades, the Chairman of the Board is fully authorized to handle such matters.

  3. Please refer to page 32 [Attachment VII] of this Handbook for the comparison table of the amendment on provisions of the Company's "Articles of Incorporation".

Resolution:

Discussion 2

(Proposed by the Board of Directors)

Proposal: Amendment to the ''Rules of Procedure for Shareholders’ Meetings'' of the Company Description:

  1. To improve the efficiency of the shareholders' meeting, certain provisions are proposed to be amended.

  2. For the comparison table of revise provisions of the "Rules of Procedure for Shareholders’ Meetings", please refer to pages 34 [Attachment VIII] of this Handbook.

Resolution:

6

Discussion 3 (Proposed by the Board of Directors) Proposal: Removal of the non-competition restrictions on the Company's directors. Description:

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

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

  3. The detailed information regarding the director's concurrent positions in other companies is as follows:

Position Name Name and positions concurrently held in
other companies
Director Cheng Wan-
Ling
Director of Novatek Microelectronics
Corp.
Independent
Director
Ya-Ching Li Independent Director of IC PLUS CORP.

Resolution:

Extraordinary Motions:

Adjournment

7

Attachments I

Silicon Integrated Systems Corp. Business Report

In 2024, the world entered the post-pandemic recovery phase. However, pressures arising from significantly increased merchant supply from Mainland China, geopolitical tensions, and sluggish consumer demand in Mainland China led to a decline in consumer electronics purchasing willingness. Additionally, excessive inventory accumulation during the pandemic resulted in high stock levels, creating a situation where supply in the overall consumer electronics supply chain far exceeded demand, leading to an extreme imbalance. As an IC design company, the impact of inventory devaluation by customers and weak consumer demand caused our performance to fall short of the expected targets. Nevertheless, due to growth in non-operating income, the net profit after tax for the year 2024 amounted to NT$498 million, with earnings per share of NT$0.81.

Looking ahead to 2025, we will strengthen our engineering services for projected multi-touch capacitive touch chips and capacitive active stylus touch chips, assisting customers in rapidly adopting new solutions using Silicon Integrated chips. This will significantly increase our market share. Additionally, we will accelerate the development of micro-electromechanical microphone chips and solutions, utilizing UMC's process technology to enhance cost competitiveness. After the integration of the original Hycon product line and team, we will leverage the synergies of integrated resources to develop new customers, new applications, and new products. All of these efforts will contribute to further growth in overall revenue.

2024 Business Performance

Results of the Business Plan

The Company has established a strong reputation in the consumer electronics, industrial control, and automotive touch product sectors, securing greater demand through faster service. The active stylus chip has already received certification and achieved mass production with leading brand manufacturers and top-tier foundries, making it highly competitive in the market.

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 OnlyFin
ancialStatements Unit: NT$'000
Item 2024 2023 Increase(decrease)
amount
Revenue 164,568 118,171 46,397
Gross profit 80,438 19,934 60,504
Operating loss (344,525) (422,738) 78,213
Netincomeforthe period 498,582 571,261 (72,679)

II. Consolidated Financial Statements

Unit: NT$'000

II.
ConsolidatedFinancialSt
atements Unit: NT$'000
Item 2024 2023 Increase(decrease)
amount
Revenue 738,560 187,184 551,376
Gross profit 256,862 56,676 200,186
Operatingloss (355,292) (451,166) 155,874
Netincomeforthe period 472,898 558,841 (85,943)

8

Profitability

(I) Parent Company Only Financial Statements

Item 2024 2023
Return on assets(%) 2.98 3.31
Returnonequity(%) 3.01 3.33
Ratio to paid-in
capital(%)
Net operatingloss (7.07) (5.64)
Profit beforeincome tax 11.92 8.41
Net profitmargin(%) 302.96 483.42
Earnings pershare(NTD) 0.81 0.76

(II) Consolidated Financial Statements

Item 2024 2023
Returnonassets(%) 2.79 3.22
Returnonequity(%) 2.85 3.25
Ratio to paid-in
capital(%)
Net operatingloss (6.88) (6.02)
Profit before income tax 11.53 8.24
Net profit margin(%) 64.03 298.55
Earnings per share(NTD) 0.81 0.76

Research and development

  • Continuously enhance the performance and specifications of capacitive touch chipsets and active stylus chipsets, while deepening our presence in existing markets such as business, education, and industrial control.

  • Expanded the market outreach by introducing the next generation of USI and MPP specification stylus pens and Bluetooth touch feedback for laptops, tablets, e-readers, and learning devices.

  • Continued to develop various types of MEMS microphone-related products for AI applications.

  • Continuously strengthen the competitive advantages and market share of chips such as BMS, MSP, ASIC, and power measurement chips.

Summary of 2025 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

9

Attachments II

Silicon Integrated Systems Corp. Audit Committee's Report

The 2024 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. Along with the business report and earnings distribution table, the documents have been reviewed by the Audit Committee, which found no discrepancies. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, a report has been prepared and is respectfully submitted for review and approval.

Sincerely,

2025 Annual Shareholders' Meeting of Silicon Integrated Systems Corp.

Convener of the Audit Committee:Ya-Ching Li

February 27, 2025

10

【AttachmentsⅢ】

Independent Auditors’ Report Originally Issued in Chinese

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, 2024 and 2023, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023, 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.

11

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 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$ 164,568 thousand as net sales for the year ended December 31, 2024. 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$37,407 thousand and NT$77,762 thousand, accounting for 0.3% and 0.4% of total assets as of December 31, 2024 and 2023, respectively. The related shares of losses recognized from these subsidiaries, associates and joint ventures under the equity method amounted to NT$29,513 thousand and NT$66,671 thousand, accounting for (5)% and (11)% of the net income before tax for the years ended December 31, 2024 and 2023 respectively.

12

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.

13

  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.

14

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 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.

/s/ Hu, Shen-Chieh

/s/ Hsu, Hsin-Min

Ernst & Young, Taiwan

February 27, 2025

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.

15

Independent Auditors’ Report Originally Issued in Chinese

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, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, 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.

16

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 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$738,560 thousand as net sales for the year ended December 31, 2024. 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$128,278 thousand and NT$98,043 thousand, constituting 1% and 1% of consolidated total assets as of December 31, 2024 and 2023, respectively, and total operating revenues of NT$51,734 thousand and NT$61,270 thousand, constituting 7% and 33% of consolidated operating revenues for the years ended December 31, 2024 and 2023, 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.

17

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$0 thousand and NT$35,609 thousand, representing 0% and 0.2% of consolidated total assets as of December 31, 2024 and 2023, respectively. The related shares of losses from the associates and joint ventures under the equity method amounted to NT$1,567 thousand and NT$53,410 thousand, representing (0.3)% and (9)% of the consolidated net income before tax for the years ended December 31, 2024 and 2023, 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.

18

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.

19

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 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, 2024 and 2023.

/s/ Hu, Shen-Chieh

/s/ Hsu, Hsin-Min

Ernst & Young, Taiwan

February 27, 2025

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.

20

【Attachments Ⅳ】

SILICON INTEGRATED SYSTEMS CORPORATION
As of December 31, 2024 and 2023
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)
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
$
7
3
-
-
-
-
-
-
-
10
81
3
5
-
-
-
-
-
1
90
100
December 31, 2024 1,045,537
$ 357,687
14,073
2,835
2,350
-
39,730
4,884
1,341
1,468,437
11,523,497
480,125
734,068
260
2,556
954
280
211
96,879
12,838,830
14,307,267
$
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
Other receivables-related parties
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income – non-current
Investments accounted for using the equity method
Property, plant and equipment
Right-of-use assets
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, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
English Translation of the Parent Company Only Financial Statements Originally Issued in Chinese
-
-
-
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
$
-
-
-
1
-
-
1
-
-
-
2
-
-
-
-
2
34
1
5
26
32
98
100
December 31, 2024 592
$ 6,612
4,460
87,331
28
4,196
80,663
110
2,929
239
187,160
5,082
162
4,164
9,408
196,568
4,872,331
106,980
724,422
3,757,878
4,649,088
14,110,699
14,307,267
$
Notes 6(11)
12
7, 12
12
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
Current tax liabilities
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, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars, except for earnings per share)
For the years ended December 31 % 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
(306.00)
(618)
1,095.00
3,810,487
4,381,748
$ 0.76
$ 0.76
$
% 100
(51)
49
(11)
(81)
(167)
-
(259)
(210)
23
511
6
-
23
563
353
(50)
303
14
(1,563)
(3)
-
1
(1,551)
(1,248)
2024 164,568
$ (84,130)
80,438
(17,353)
(132,708)
(274,902)
-
(424,963)
(344,525)
37,327
840,594
9,224
(12)
38,361
925,494
580,969
(82,387)
498,582
22,350
(2,571,868)
(4,776)
(390)
954
(2,553,730)
(2,055,148)
$ 0.81
$ 0.81
$
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
For the years ended December 31, 2024 and 2023
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
(Expressed in thousands of New Taiwan Dollars)
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
SILICON INTEGRATED SYSTEMS CORPORATION
Total Equity $15,360,451
-
(749,589)
(3,306)
571,261
3,810,487
4,381,748
1,213
-
18,990,517
$ 18,990,517
$ -
(224,877)
498,582
(2,553,730)
(2,055,148)
(2,623,563)
23,210
560
14,110,699
$
$15,360,451
-
(749,589)
(3,306)
571,261
3,810,487
4,381,748
1,213
-
18,990,517
$ 18,990,517
$ -
(224,877)
498,582
(2,553,730)
(2,055,148)
(2,623,563)
23,210
560
14,110,699
$
The accompanying notes are an integral part of the parent company only financial statements.
24
Other Equity Unrealized Gains or
Losses on Financial
Assets Measured at
Fair Value through
Other Comprehensive
Income
4,936,304
$ -
-
-
-
3,808,786
3,808,786
-
(1,520,319)
7,224,771
$ 7,224,771
$ -
-
-
(2,571,868)
(2,571,868)
-
-
-
4,652,903
$
Exchange Differences
on Translation of
Foreign Operations
(4,856)
$ -
-
-
-
477
477
-
-
(4,379)
$ (4,379)
$ -
-
-
564
564
-
-
-
(3,815)
$
Retained Earnings Unappropriated
Earnings
2,418,660
$ (85,995)
(749,589)
-
571,261
1,224
572,485
-
1,520,319
3,675,880
$ 3,675,880
$ (209,281)
(224,877)
498,582
17,574
516,156
-
-
-
3,757,878
$
Legal Reserve
429,146
$ 85,995
-
-
-
-
-
-
-
515,141
$ 515,141
$ 209,281
-
-
-
-
-
-
-
724,422
$
Additional
Paid-in Capital
85,303
$ -
-
(3,306)
-
-
-
1,213
-
83,210
$ 83,210
$ -
-
-
-
-
-
23,210
560
106,980
$
Common Stock 7,495,894
$ -
-
-
-
-
-
-
-
7,495,894
$ 7,495,894
$ -
-
-
-
-
(2,623,563)
-
-
4,872,331
$
Description 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
Appropriation and distribution of 2023 retained earnings
Legal reserve
Cash dividends
Net income for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Capital reduction
Changes in subsidiaries' ownership
Others
Balance as of December 31, 2024
Balance as of January 1, 2023
Balance as of January 1, 2024

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, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

SILICON INTEGRATED SYSTEMS CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars)
Description For theyears ended December 31
2024 2023
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
Gains (Losses) on disposal of property, plant, and equipment
Losses on disposal of share of profit of subsidiaries, associates
and joint ventures accounted for using the equity method
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
Proceeds from capital reduction of investments accounted for under the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of intangible assets
(Increase) 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
Capital reduction
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
580,969
$ 14,985
920
-
12
(37,327)
(799,773)
(38,361)
(65)
369
(522)
(2,563)
292
8,104
243
4,009
(37)
(1,463)
3,229
3,810
(22,717)
28
11
(285,847)
37,550
(1,724)
(250,021)
-
-
(29)
(348,196)
33,673
(11,817)
65
16
(430)
(280)
799,773
472,775
256
(140)
(224,877)
(2,623,563)
560
(2,847,764)
(2,625,010)
3,670,547
1,045,537
$
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
$

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

25

【Attachments Ⅴ】

20
2
-
-
-
-
-
-
22
74
-
4
-
-
-
-
-
-
78
100
The accompanying notes are an integral part of the consolidated financial statements.
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
$
12
3
-
-
-
-
-
-
15
78
-
6
-
-
-
-
-
1
85
100
December 31, 2024 1,624,235
$ 492,027
21,480
8,351
33,244
52,064
8,905
3,586
2,243,892
11,523,497
-
846,801
14,149
12,939
3,202
280
4,721
96,879
12,502,468
14,746,360
$
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 assets
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, 2024 and December 31, 2023
CONSOLIDATED BALANCE SHEETS
SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES
-
-
-
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
$
2
-
-
1
-
1
-
-
-
4
-
-
-
-
4
33
1
5
25
32
96
-
96
100
December 31, 2024 298,576
$ 8,174
14,565
133,357
4,196
80,664
7,109
10,551
239
557,431
5,297
7,191
4,136
16,624
574,055
4,872,331
106,980
724,422
3,757,878
4,649,088
14,110,699
61,606
14,172,305
14,746,360
$
Notes 4, 6(11)
12
7, 12
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
Payables on equipment
Current tax liabilities
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, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars, except for earnings per share)
For the years ended December 31 % 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 The accompanying notes are an integral part of the consolidated financial statements.
28
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
3,809,392 4,368,233
$
571,261
$ (12,420)
558,841
$
4,381,748
$ (12,420)
4,369,328
$
0.76
$
0.76
$
% 100
(65)
35 (4)
(24)
(52)
-
(80) (45) 6
115
1
-
-
122 77
(12))
65 3
(348)
(1)
-
-
-
(346) (281) 68
(3)
65 (278)
(3)
(281)
2024 738,560
$ (481,698)
256,862 (31,539)
(174,828)
(385,787)
-
(592,154) (335,292) 43,405
851,044
4,632
(403)
(1,567)
897,111 561,819
(88,921)
472,898 22,350
(2,571,868)
(4,776)
(390)
-
954
(2,553,730) (2,080,832)
$
498,582
$ (25,684)
472,898
$
(2,055,148)
$ (25,684)
(2,080,832)
$
0.81
$
0.81
$
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, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars)
Total Equity Total Equity 15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
15,394,584
$ -
(749,589)
-
(3,306)
558,841
3,810,487
4,369,328
-
-
-
20,000
19,031,017
$ 19,031,017
$ -
(224,877)
472,898
(2,553,730)
(2,080,832)
(2,623,563)
-
70,000
560
14,172,305
$
Non-controlling
Interests
34,133
$ -
-
-
-
(12,420)
-
(12,420) (1,213)
-
-
20,000
40,500
$
40,500
$ -
-
(25,684)
-
(25,684) -
(23,210)
70,000
-
61,606
$
Equity Attributable to the Parent Total 15,360,451
$ -
(749,589)
-
(3,306)
571,261
3,810,487
4,381,748 1,213
-
-
-
18,990,517
$
18,990,517
$ -
(224,877)
498,582
(2,553,730)
(2,055,148) (2,623,563)
23,210
-
560
14,110,699
$
Other Equity
Unrealized Gains or
Losses on Financial
Assets Measured at Fair
Value through Other
Comprehensive Income
4,936,304
$ -
-
-
-
-
3,808,786
3,808,786 -
(1,520,319)
-
-
7,224,771
$
7,224,771
$ -
-
-
(2,571,868)
(2,571,868) -
-
-
-
4,652,903
$
Exchange Differences
on Translation of
Foreign Operations
(4,856)
$ -
-
-
-
-
477
477 -
-
-
-
(4,379)
$
(4,379)
$ -
-
-
564
564 -
-
-
-
(3,815)
$
Retained Earnings
Unappropriated
Earnings
2,418,660
$ (85,995)
(749,589)
-
-
571,261
1,224
572,485 -
1,520,319
-
-
3,675,880
$
3,675,880
$ (209,281)
(224,877)
498,582
17,574
516,156 -
-
-
-
3,757,878
$
Legal Reserve
429,146
$ 85,995
-
-
-
-
-
- -
-
-
-
515,141
$
515,141
$ 209,281
-
-
-
- -
-
-
-
724,422
$
Additional
Paid-in Capital
85,303
$ -
-
-
(3,306)
-
-
- 1,213
-
-
-
83,210
$
83,210
$ -
-
-
-
- -
23,210
-
560
106,980
$
Common Stock 7,495,894
$ -
-
-
-
-
-
- -
-
-
-
7,495,894
$
7,495,894
$ -
-
-
-
- (2,623,563)
-
-
-
4,872,331
$
Description Appropriation and distribution of 2022 retained earnings
Legal reserve
Cash dividends
Share dividends
Share of changes in associates and joint ventures accounted for
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
Others
Non-controlling Interests
Balance as of December 31, 2023
Appropriation and distribution of 2023 retained earnings
Legal reserve
Cash dividends
Net income for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Capital reduction
Changes in subsidiaries' ownership
Non-controlling Interests
Others
Balance as of December 31, 2024
Balance as of January 1, 2023
Balance as of January 1, 2024

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, 2024 and 2023

(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, 2024 and 2023
SILICON INTEGRATED SYSTEMS CORPORATION AND SUBSIDIARIES
Description For theyears ended December 31,
2024 2023
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
Gains (Losses) on disposal of property, plant, and equipment
Losses on disposal of share of profit of subsidiaries, associates
and joint ventures accounted for using the equity method
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 subsidiary
Proceeds from capital reduction of investments accounted for under the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in prepament for equipment
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
Capital reduction
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
561,819
$ 29,113
1,642
-
403
(43,405)
(799,773)
1,567
(65)
369
(2)
(5,126)
(8,079)
32,147
10,077
244
10,595
(4,549)
(273,520)
(7,684)
13,915
(34,705)
-
6,588
(508,429)
12,790
(5,638)
(501,277)
-
-
(134,369)
-
470,396
33,673
(17,454)
65
(1,372)
(640)
(280)
-
799,773
1,149,792
256
(7,215)
(224,877)
(2,623,563)
70,000
560
(2,784,839)
1,687
(2,134,637)
3,758,872
1,624,235
$
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
$

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

30

Attachments VI

Execution Status of Related Party Transactions 2024

In accordance with the Company's "Related Party Transaction Management Policy," transactions between the Company and its subsidiaries and individual related parties, including the sale and purchase of goods, provision of labor or technical services, must have the terms and amounts of the transactions approved by the Board of Directors before the transaction can be executed. Transactions with related parties must be reported at the most recent annual shareholders' meeting, with relevant explanations provided as follows:

  1. Date of Board Approval: October 21, 2024

  2. Related Party approved by the Board of Directors: United Microelectronics Corporation (including subsidiaries)

  3. Annual Transaction Amount Limit approved by the Board of Directors for the Year 2024: NT$ 388,033 thousand.

  4. Actual Transaction Amount for the Year 2024: NT$ 365,508 thousand, which is within the transaction amount limit approved by the Board of Directors.

  5. Related Conditions approved by the Board of Directors:

  6. I. Transaction Items, Purpose, Necessity, and Expected Benefits:

    1. Transaction Items: Purchase of goods, technical services, and other transactions.

    2. Purpose and Necessity: Required for the overall operational planning of the Company. 3. Expected Benefits: The transactions, including the purchase of goods and technical services, are expected to generate operational and sales benefits.

  7. II. The reason for choosing the related party as a transaction counterparty: Required for the overall operational planning of the Company.

  8. III. Principles for Calculating Transaction Prices and Expected Annual Transaction Amount Limit:

    1. The transaction price is based on the prevailing market price at the time, and is negotiated by both parties. The transaction price and terms are equivalent to those provided to general customers. (However, if there is long-term cooperation or other special factors between the Company and its related parties that differ from general counterparties, discounts may be offered or received within a reasonable range.)

    2. Expected Annual Transaction Amount Limit: NT$ 388,033 thousand.

  9. IV. Explanation of Whether the Transaction Terms Comply with Normal Business Terms and No Damage to the Company's Interests or Shareholders' Rights:

As stated in the previous three sections, the transaction price and terms are equivalent to those provided to general customers, no damage to the Company's interests or shareholders' rights.

  • V. Restrictive covenants and other important stipulations associated with the transaction: None.

  • The actual transaction terms for the year 2024 (including the principles for calculating the transaction price) fully adhere to and comply with the related conditions approved by the Board of Directors, and no circumstances have arisen that would harm the Company's interests or shareholders' rights.

31

【Attachments VII】

Comparison Table of amendments to certain provisions of the ''Articles of Incorporation'' of the Company

Provisions Before amendment After amendment Description
Article 29 ~~The president~~shall be
nominated by the Chairman
and appointed by the Board
of Directors. The dismissal of
the President is also
performed by the Board of
Directors. Other managers
shall be nominated by the
President and appointed and
dismissed by the Board of
Directors.
The Company may appoint
one Chief Executive Officer
(CEO), who is nominated by
the Chairman of the Board
and elected by the Board of
Directors. The CEO’s
dismissal is also determined
by the Board of Directors.
Other executives are
nominated by the CEO and
appointed or dismissed by the
Board of Directors. Their
titles and responsibilities are
decided by the Board of
Directors, which may also
authorize the Chairman of the
Board to make such
decisions.
To strengthen
decision-
making and
execution
efficiency, and
to enhance
organizational
effectiveness,
the position of
Chief Executive
Officer (CEO)
has been
established.
Article 32 The Company shall
contribute the remaining
balance of profit before tax
after offsetting the
accumulated loss to
employees' and directors'
compensation. The
percentage of employees'
compensation shall be no less
than 5% of the
aforementioned balance and
the percentage of directors'
compensation shall be no
more than 2% of the
aforementioned balance.
Employees' compensation
may be distributed in the
form of shares or cash, while
directors' compensation may
be distributed in the form of
cash. The distribution
method, total amount, or the
number of shares of
employees' compensation, as
well as the total amount of
directors' compensation shall
be approved by the majority
of the directors present at a
The Company shall
contribute the remaining
balance of profit before tax
after offsetting the
accumulated loss to
employees' and directors'
compensation. The
percentage of employees'
compensation shall be no less
than 5% of the remaining
balance,and the amount
designated for employee
compensation shall allocate at
least 1% for distribution to
junior-staff employees. The
allocation percentage of
directors' compensation shall
be no more than 2% of the
aforementioned balance.
Employees' compensation
may be distributed in the
form of shares or cash, while
directors' compensation may
be distributed in the form of
cash. The distribution
method, total amount, or the
number of shares of
employees'compensation, as
Amended in
accordance with
the Financial
Supervisory
Commission's
Financial
Supervisory
Securities
Corporate
1130385442
dated
November 8,
2024.

32

Provisions Before amendment After amendment Description
meeting attended by over two
thirds of all directors.
Employees' compensation in
stock or cash includes
employees of companies in
which the Company holds
more than 50% of the shares.
well as the total amount of
directors' compensation shall
be approved by the majority
of the directors present at a
meeting attended by over two
thirds of all directors.
Employees' compensation in
stock or cash includes
employees of companies in
which the Company holds
more than50% ofthe shares.
Article 36 The Company's Articles of
Incorporation were
established on August 8,
1987.........The twenty-eighth
amendment was made on
June 21, 2019, the twenty-
ninth amendment was made
on June 21, 2022, and the
thirtieth amendment will be
made on June 6, 2023,
effective upon the resolution
of the stockholders' meeting,
as amended.
The Company's Articles of
Incorporation were
established on August 8,
1987.........The twenty-eighth
amendment was made on
June 21, 2019, the twenty-
ninth amendment was made
on June 21, 2022, the thirtieth
amendment will be made on
June 6, 2023,and the thirty-
first amendment will be made
on May 22, 2025, effective
upon the resolution of the
stockholders' meeting, as
amended.
Addendum date

33

【Attachments VIII】

Comparison Table of amendments to certain provisions of the ''Rules of Procedure for Shareholders’ Meetings'' of the Company

Provisions Before amendment After amendment Description
Article 12 Unless otherwise permitted
by the chairperson, a
shareholder may only speak
up to two times on a single
proposal, each of which shall
not exceed five minutes. The
chairperson may stop the
speech of any shareholder
that is in violation of the
preceding paragraph or
exceeds the scope of the
proposal.
Unless otherwise permitted by
the chairperson, a shareholder
may only speak up to two
times on a single proposal,
each of which shall not
exceed three minutes. The
chairperson may stop the
speech of any shareholder that
is in violation of the
preceding paragraph or
exceeds the scope of the
proposal.
To improve the
efficiency of
the
shareholders'
meeting

34

Appendix I

Silicon Integrated Systems Corp. Rules of Procedure for Shareholders’ Meetings

Establishedon June 8, 1995 Amended on June 26, 2002 Amended on June 12, 2006 Amended on June 25, 2015

  • I. Unless otherwise required by the law, the shareholders' meeting of the Company shall be conducted in accordance with the Rules.

  • II. The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign in cards in lieu of signing the register. The calculation of the number of shares present shall be based on the attendance register or sign in cards submitted by the shareholders and those shares whose votes are exercised in writing or electronically.

  • III. The participation and voting of the shareholders' meeting shall be calculated based on the number of shares.

  • IV. The shareholders' meeting shall be held in a place where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting. The meeting shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

  • V. If a shareholders' meeting is convened by the Board of Directors, the Chairman shall preside at such meeting. If the Chairman is on leave or unable to exercise his powers and duties for any reason, the Vice Chairman shall preside at such meeting. The Chairman shall designate a managing director to preside as the chairman if the Vice Chairman is not appointed, or if the Vice Chairman is on leave or unable to exercise his powers and duties for any reason. If no managing director of the Company is appointed, the Chairman shall designate a director to preside as the chairperson. If the Chairman fails to designate a chairperson for the meeting, the managing director or the directors shall nominate one from among themselves to preside at the meeting. If the shareholders' meeting is convened by a person, other than the Board of Directors, with the authority to convene a meeting, such person shall act as the chairperson at that meeting.

  • VI. The attorneys, Certified Public Accountants, or relevant personnel appointed by the Company may participate in a shareholder' meeting. Staff at the shareholders' meetings shall wear ID badges or arm badges.

  • VII. The Company shall conduct sound or video recording of the entire process of the shareholders' meeting and keep it for at least one year.

  • VIII. The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, which shall not exceed two times in total and the total postponed time shall not exceed one hour. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with Article 175 of the Company Act.

In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholders' meeting anew to be duly resolved in accordance with Article 174 of the Company Act.

35

  • IX. The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.

The aforementioned shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting. The chairman may not, without a resolution, unilaterally announce the adjournment of the meeting before all of the scheduled agenda including extraordinary motions have been resolved.

After the adjournment of the meeting, shareholders may not nominate another chairperson to continue the meeting at the original venue or another venue. In the event that the chairperson announces adjournment of the meeting against the Rules Governing the Proceedings of Shareholder Meetings, however, another chairperson may be elected by a majority of the present shareholders to continue the meeting.

  • X. Prior to speaking at the meeting, an attending shareholder shall submit a slip of paper summarizing his/her/its comments and/or questions and specifying his/her/its shareholder account number(or the attendance ID number)and the account name of the shareholder, in order for the chairperson to determine the speaking order.

An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency bet ween the contents of the shareholder's speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail.

When an attending shareholder is speaking at the meeting, other shareholders shall not interrupt the speaking shareholder unless permitted by the chairperson and such speaking shareholder. The chairperson shall stop any such violations.

  • XI. When a shareholder proposes other agendas or an amendment or an alternative to the original proposal, such proposal shall be seconded by other shareholders, provided that the number of shares represented by the proposer and the seconder shall reach 0.1% of the total number of issued ordinary shares.

  • XII. Unless otherwise permitted by the chairperson, a shareholder may only speak up to two times on a single proposal, each of which shall not exceed five minutes. The chairperson may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.

  • XIII. If a juristic person is entrusted to attend the shareholders' meeting, such juristic person may only appoint one person to be its representative at the meeting. In the event that a juristic shareholder appoints two or more representatives to participate in a shareholder meeting, only one representative may s peak for the same issue.

  • XIV. After the speech is given by an attending shareholder, the chairperson may personally respond or designate relevant personnel to respond.

  • XV. If the chairperson believes that the discussion for a proposal has reached a level where a vote may be called, the chairperson may announce to end such discussion and call for a vote.

  • XVI. The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chairperson, provided that the person(s) supervising the casting of the ballots shall be a shareholder. The voting results shall be announced at the meeting and recorded in writing.

  • XVII. During the process of the meeting, the chairperson may announce a recess at an appropriate time.

  • XVIII. Except otherwise provided under the Company Act and the Company's Articles of Incorporation, a resolution shall be adopted with the approval of a majority of the attending

36

shareholders. If, in the course of the vote, no objections are made by the shareholders present after an inquiry by the chairperson, such proposal is deemed to be adopted with the same effect as if it had been adopted through a voting process.

  • XIX. In the event there is an amendment or an alternative for the same proposal, the chairperson shall set the voting order together with the original proposal. When one of them is resolved, other proposal(s) is (are) deemed to have been rejected and no voting is required. A shareholder who exercises his/her voting rights by mail or electronically is deemed to have forfeited his/he r voting rights on any extraordinary motions and amendments to the original proposals at such shareholders' meeting.

  • XX. The chairperson may instruct the person responsible for maintaining order or security to assist in maintaining the order of the meeting. Such person or security shall wear arm badges marked "Security" while assisting in maintaining the order of the meeting.

  • XXI. These Rules and any amendments thereof shall be effective upon approval at the shareholders' meeting.

37

Appendix II

Silicon Integrated Systems Corp.

Articles of Incorporation

Chapter 1. General Provisions

  • Article 1: The Company was incorporated in accordance with the Company Act of the Republic of China, and is named Silicon Integrated Systems Corp. ( 矽統科技股份有限公司 ). The English name of the Company is Silicon Integrated Systems Corporation.

  • Article 2: The business of the Company is as follows: R&D, production, manufacture, and sales of the following products:

  • CC01080 Electronics Components Manufacturing.

  • I501010 Product Designing.

  • F401010 International Trade.

  • Article 3: The Company may provide guarantees for other companies.

  • Article 4: If the Company is a shareholder of another company, its total investment in such company is exempted from the 40% restriction in paid-in capital prescribed in Article 13 of the Company Act.

  • Article 5: The Company is based in Hsinchu City and may set up domestic or overseas subsidiaries or offices when necessary upon resolution of the Board of Directors and approval of the competent authority.

  • Article 6: The announcement method of the Company shall comply with Article 28 of the Company Act.

Chapter 2. Shares

  • Article 7: The total capital of the Company is eighteen billion New Taiwan Dollars (NT$18,000,000,000), which is divided into one thousand eight hundred million (1,800,000,000) shares with a par value of ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue outstanding shares in installments as required. For the total capital referred to in the previous paragraph, NT$2 billion of which may be used to issue stock option warrants, preferred share s with attached warrants, or corporate bonds with attached warrants, with a total of 200 million shares and a par value of NT$10 per share. The Board of Directors is authorized to issue such shares in installments as required.

  • If the Company intends to issue employee stock options at a price lower than the market price or transfer treasury shares to employees at a price lower than the average purchase price of the shares, the issuance is subject to the resolution of the shareholders' meeting.

  • Article 8: The Company's shares are registered. The issuing company may be exempted from printing any share certificate for the shares issued. The shares are delivered to the directors and registered with a centralized securities depositary enterprise, and shall be handled by way of book-entry transfer in accordance to regulations.

  • Article 9: If a shareholder of the Company wishes to transfer his/her shares to another person, he/she shall complete an application form and the transfer or and the transferee shall endorse the share certificate and enter it in the shareholder register of the Company. Until the transfer is completed, the original shareholder shall continue to entitle the rights of a shareholder. The combine stock printing issuance under the guidance in the

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previous article are not applicable to the above mentioned endorsement and transfer stipulated in the preceding paragraph.

  • Article 10: Shareholders shall leave their signature or seal samples at the Company for verification when they receive dividends or when they exercise their voting rights in writing.

  • Article 11: Registration for the transfer of shares shall be closed sixty days before the date of each annual shareholders' meeting, thirty days before the date of each extraordinary meeting, or five days before the date on which dividends, bonuses, or any other benefits are distributed by the Company.

Chapter 3. Shareholders' Meeting

  • Article 12: The Company's shareholders' meetings are classified into two types: annual shareholders' meetings and extraordinary meetings. Annual shareholders' meetings are convened once a year, and shall be convened within six months after the end of each fiscal year starting from the previous meeting according to laws and regulations, unless otherwise approved by the competent authority for good cause shown. Extraordinary meetings may be convened according to laws and regulations whenever the Company deems necessary.

The Company’s shareholders' meeting may be convened by video conference or in other methods as announced by the central competent authority.

  • Article 13: Shareholders shall be notified thirty days before the date of an annual shareholders’ meeting. Shareholders shall be notified fifteen days before the date of an extraordinary meeting. The notice or announcement shall specify the reasons for convening meetings.

  • Article 14: Each share of the shareholders of the Company is entitled to one voting right. However, the shares of shareholders are not entitled to any voting right under the circumstances described in Article 179 of the Company Act.

  • Article 15: Unless as otherwise provided by the Company Act, the shareholders' resolutions shall be adopted upon the approval of a majority of the attending shareholders at a meeting attended by a majority of the total issued shares.

  • Article 16: A shareholder who is unable to attend the shareholders' meeting may appoint a proxy to attend the meeting on his/her behalf by submitting a proxy form provided by the Company, which sets forth the scope of the authorization. Proxies attending the meeting are governed by the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" prescribed by the competent authority.

  • Article 17: The shareholders' meetings shall be presided by the Chairman. If the Chairman is absent, the Chairman shall designate a director as the proxy. If a director is not designated by the Chairman, the directors shall elect a chairperson among themselves. If the meeting is convened by a person, other than the Board of Directors, with the authority to convene a meeting, such person shall act as the chairperson at that meeting. If there is mor e than one person with the authority to convene a meeting, they shall elect a chairperson among themselves.

  • Article 18: Resolutions at the shareholders' meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairperson. A copy of which shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be conducted by way of public announcement.

Chapter 4. Board of Directors and Committees

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Article 19: The Company shall have seven to nine directors and adopt a candidates nomination
system. The directors shall be elected from the list of candidates at the shareholders'
meeting for a term of three years and are subject to re-election.
The Company may purchase liability insurance for directors to protect them against
liabilities arising from exercising their duties during their tenure.
Article 20: The number of independent directors shall be no less than two and represent no less
than one fifth of all directors. Independent directors and non independent directors
shall be elected separately based on the number of votes they receive respectively. The
professional qualifications, restrictions on shareholding and concurrent positions held,
assessment of independence, the nomination method and other related matters of the
independent directors shall comply with the laws and regulations prescribed by the
competent authority.
Article 21: The Company shall establish the Auditing Committee according to the laws and
regulations. The Audit Committee shall be consisted of all independent directors and act
as supervisors pursuant to the Company Act, Securities and Exchange Act, and other
related laws and regulations. The number of Audit Committee members, their term of
office, duties, meeting rules, and the resources to be provided by the Company when
exercising their duties shall be governed by the Audit Committee Charter.
Article 22: The Board meeting shall be convened at least once a quarter. Board meetings shall be
convened by the Chairman. The procedures of convening Board meetings shall be
governed by Article 203 of the Company Act. Notice shall be made to the directors for
the reasons of convening Board meetings, the date, and venue in writing, by e-mail, or
fax. In case of an emergency, the notice for convening Board meetings may be made
in writing, by e mail, or fax.
Article 23: A chairperson shall be elected among the directors with the approval of the majority
of the directors present at a meeting attended by over two thirds of all directors. the
Chairman is the chairperson of the Board meeting and represents the Company. If the
Chairman is unable to perform his/her duties for any reason, the Chairman shall
designate a director to preside as the chairperson. Where the chairperson does not make
such a designation, the directors shall select from among themselves one person to
serve as the chairperson.
Article 24: The Board of Directors is authorized to distribute the remuneration of all directors,
taking into account their participation in and contribution to the Company's operation,
as well as the general industry standard.
Article 25: The Board of Directors shall have the following powers and duties:
1.
Review of operational policy and medium and long-term development plans.
2.
Approve the review and supervision of the business plan.
3.
Review the budget and financial statements.
4.
Appointment and dismissal of President and Vice President
5.
Proposal for earnings distribution or deficit compensation of the Company.
6.
Approval of capital increase or reduction.
7.
Approval of establishment, reforms, or cancellation of subsidiaries.
8.
Approval of material capital expenditure plans.
9.
Approval of the purchase and disposal of material properties of the Company.
10. Approval of organizational procedures and material business principles.
11. Approval of the amendments to the Articles of Incorporation.
12. Execution of resolutions approved at the shareholders' meetings.
13. Convening shareholders' meetings and business report.
14. Other powers and duties conferred by the Company Act or by the shareholders'
meeting.

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  • Article 26: The directors shall attend Board meetings in person. Directors who are unable to attend may appoint other directors in writing to attend on their behalf. However, each director may only represent one director who is unable to attend. If a Board meeting is conducted by means of video conferencing, directors who participate in the meeting by such means shall be deemed to have attended such meeting in person.

  • Article 27: The Board of Directors may recruit a secretary to handle affairs of the Board of Directors at its direction.

Chapter 5. Managers

  • Article 28: The Company shall have several managers. Their appointment, dismissal, and remuneration shall be subject to Article 29 of the Company Act and internal organization procedures.

  • Article 29: The president shall be nominated by the Chairman and appointed by the Board of Directors. The dismissal of the President is also performed by the Board of Directors. Other managers shall be nominated by the President and appointed and dismissed by the Board of Directors.

Chapter 6. Accounting

  • Article 30: The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. At the end of the fiscal year, the accounts of the Company shall be finalized. The Company shall prepare and submit the financial statements to the Audit Committee for auditing 30 days prior to the annual shareholders' meeting. The Audit Committee shall submit a report to the shareholders' meeting for ratification after auditing or after the auditing of an appointed lawyer, accountant, or other professionals. Including:

  • Business report.

  • Financial statements.

  • Proposal for earnings distribution or deficit compensation.

  • Article 31: After the annual general meeting, the Board of Directors shall distribute to each shareholder the copies of ratified financial statements and the proposal for earnings distribution or deficit compensation. The abovementioned financial statements and earnings distribution or deficit compensation may be distributed by way of a public announcement (including electronic).

  • Article 32: The Company shall contribute the remaining balance of profit before tax after offsetting the accumulated loss to employees' and directors' compensation. The percentage of employees' compensation shall be no less than 5% of the aforementioned balance and the percentage of directors' compensation shall be no more than 2% of the aforementioned balance. Employees' compensation may be distributed in the form of shares or cash, while directors' compensation may be distributed in the form of cash. The distribution method, total amount, or the number of shares of employees' compensation, as well as the total amount of directors' compensation shall be approved by the majority of the directors present at a meeting attended by over two thirds of all directors. Employees' compensation in stock or cash includes employees of companies in which the Company holds more than 50% of the shares.

If the Company has earnings for the fiscal year after the accounts are closed, the Company shall first offset the tax and losses of previous years, and set aside 10% of the balance as the legal reserve, and shall, pursuant to applicable laws and regulations, set aside provision or reversal of special reserve. If there are any earnings, together with the retained earnings of the previous years, the Board of Directors may propose

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an earnings distribution plan for approval at the shareholders' meeting. If the Company's earnings are insufficient, the Company may not use its capital as interest payment.

  • Article 33: The Company's dividends are determined with reference to industry trends, future revenue and profitability, capital expenditure estimates, and working capital requirements. Therefore, dividends may be distributed by way of cash dividends or share dividends. Cash dividends shall be no less than 20% of the total dividends distributed in the fiscal year.

Chapter 7. Miscellaneous

  • Article 34: The Company’s organizational procedures shall be established by the Board of Directors.

  • Article 35: Matters not prescribed herein shall comply with the Company Act and other related laws and regulations.

  • Article 36: The Company's Articles of Incorporation was established on August 8, 1987. The 1st amendment was made on M ay 27, 1989. The 2nd amendment was made on May 26, 1990. The 3rd amendment was made on June 22, 1991. The 4th amendment was made on May 23, 1992. The 5th amendment was made on September 9, 1994. The 6th amendment was made on June 8, 1995. The 7th amendment was made on May 4, 1996. The 8th amendment was made on June 27, 1996. The 9th amendment was made on April 15, 1997. The 10th amendment was made on May 15, 1998. The 11th amendment was made on June 23, 1999. The 12th amendment was made on May 25, 2000. The 13th amendment was made on May 22, 2001. The 14th amendment was made on December 4, 2001. The 15th amendment was made on June 26, 2002. The 16th amendment was made on June 27, 2003. The 17th amendment was made on June 1, 2004. The 18th amendment was made on June 13, 2005. The 19th amendment was made on June 12, 2006. The 20th amendment was made on June 11, 2007. The 21st amendment was made on June 16, 2009. The 22nd amendment was made on June 17, 2010. The 23rd amendment was made on June 15, 2011. The 24th amendment was made on June 28, 2013. The 25th amendment was made on June 15, 2015. The 26th amendment was made on June 21, 2016. The 27th amendment was made on June 8, 2018. The 28th amendment was made on June 21, 2019. The 29th amendment was made on June 21, 2022. The 30th amendment was made on June 6, 2023.The amendments thereto are effective upon approval at the shareholders' meeting.

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Appendix III

Silicon Integrated Systems Corp.

Total number of shares held by all directors and the minimum shareholding

  • I. The statutory number of shares owned by the Company's 13th directors are as follows:

The number of ordinary shares issued by the Company: 514,988,161 shares (including treasury shares: 1 shares)

The statutory numberof shares owned by all directors is 16,479,621 shares.

II. The shareholdings of all directors as of the date of closure of the share register at the shareholders' meeting on March 24, 2025 are as follows:

Position Name Types of
shares
Number of
Shares
Shareholding
(%)
Chairman United Microelectronics
Corp.
Representative: Stan Hung
Ordinary
share
92,647,863 17.99%
Director United Microelectronics
Corp.
Representative:MoYa Nan
Ordinary
share
Director Liang Hsun Investment Co.,
Ltd.
Representative: Tsai-Feng
Hou
Ordinary
share
1,100,775 0.21%
Director Le-Tien Jung Ordinary
share
0 0.00%
Director Ting-Yu Lin Ordinary
share
0 0.00%
Director Cheng Wan-Ling Ordinary
share
0 0.00%
Total shareholding of directors (Note) Ordinary
share
93,748,638 18.20%
Independent
Director
Ya-Ching Li Ordinary
share
0 0.00%
Independent
Director
Chia-Wei Tai Ordinary
share
0 0.00%
Independent
Director
Ching-Liu Hsiao Ordinary
share
0 0.00%
Note: The shareholding of independent directors are not included in the shareholding of
directors

Note: The shareholding of independent directors are not included in the shareholding of directors

The percentage of shareholding is calculated by unconditionally rounding off to the second decimal place.

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