AI assistant
SiS — AGM Information 2025
Jun 10, 2025
52031_rns_2025-06-10_f9fcfc26-8dfe-4415-ba1b-0597af95de1a.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code:2363 The Form of Shareholders’ Meeting: Physical
==> picture [125 x 91] intentionally omitted <==
Silicon Integrated Systems Corp.
2025 Annual Shareholders’ Meeting Meeting Minutes
May 22, 2025
------Disclaimer------
THIS IS A TRANSLATION OF THE MINUTES FOR THE 2025 ANNUAL SHAREHOLODERS’ MEETING (“THE MINUTES”) OF SILICON INTEGRATED SYSTEMS CORPORATION (“THE COMPANY”). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NO OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION.THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.
Silicon Integrated Systems Corp.
2025 Annual Shareholders’ Meeting Minutes
Time: Monday, May 22, 2025 9:00 am
Location: No. 180, Sec. 2, Gongdao 5[th] Rd., Hsinchu (Silicon Building)
Attendants: All shareholders and their proxy holders, representing 313,472,226 shares (among them, 140,589,793 shares voted via electronic transmission), or 60.86% of the total 514,988,793 outstanding shares
Directors Present: Stan Hung, Ya-Nan Mou, Wan-Ling Cheng,
Ya-Ching Li (Independent Director),
Chia-Wei Tai (Independent Director),
Ching-Liu Hsiao (Independent Director)
More than one-half of all 9 directors are in attendance.
Audit Committee Present: Ya-Ching Li (Convener),Chia-Wei Tai, Ching-Liu Hsiao
More than one-half of all 3 members are in attendance.
Attendess: Hsin-Min Hsu ( Partner of Ernst & Young, Taiwan)
Chao-Tsung Huang ( Partner of Chen & Lin Attorneys-at-Low)
Chairman: Stan Hung, the Chairman of the Board of Directors Minute Recorder: Yuan-Kwei Chen
-
I. Meeting Called to Order
-
II. Chairman's Speech (omitted)
-
III. Report Items
Proposal 1: 2024 Business Report
Acknowledged
-
Proposal 2: Audit Committee's Review Report on the 2024 Financial Statements
-
Acknowledged
-
Proposal 3: Report on 2024 employees’ and directors’ compensation
-
Acknowledged
-
Proposal 4: Report on the execution status of related party transactions for the year 2024
-
Acknowledged
-
Proposal 5: Report on the execution status of the share conversion agreement between the Company and Hycon Technology Corporation
-
Acknowledged
-
Proposal 6: Report on the shareholders' proposal at the Annual Shareholders' Meeting
-
Acknowledged
1
IV. Proposed Resolutions
Proposal 1:
Proposal: Ratification of the 2024 Business Report and Financial Statements.
Description:
-
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.
-
For the attached Business Report, please refer to Attachment I. For the Independent Auditors' Report and the above financial statements, please refer to Attachments III to V.
Resolution: Approved and acknowledged as proposed by Board of Directors.
Voting Result: 313,472,226 shares were represented at the time of voting
(including 140,589,793 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 305,490,994 votes (including 132,743,944shares voted via electronic transmission) |
97.45% |
| Votes against: 604,042 votes (including604,042 shares voted via electronic transmission) |
0.19% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 7,377,190 votes (including7,241,807 shares voted via electronic transmission) |
2.35% |
2
Proposal 2:
Proposal: Ratification of the 2024 Earnings Distribution Proposal Description:
-
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$0.5 per share based on the shareholding ratio recorded in the shareholder register on the ex-dividend date. Cash dividends will be rounded down to the nearest whole dollar without further adjustment. The total amount of fractional dividends less than one dollar shall be classified as other income of the Company.
-
The ex-dividend date and payment date for the distribution of cash dividends to shareholders will be determined by the Chairman of the Board upon authorization following the approval of the shareholders' meeting. In the event that subsequent actions, such as the repurchase of the Company's shares, transfer, conversion, or cancellation of treasury shares, the issuance and cancellation of restricted employee rights shares, or the issuance of warrants or convertible bonds leading to conversion in accordance with relevant issuance and conversion procedures, result in a change in the number of outstanding shares, thereby affecting the dividend distribution ratio, or if there are any other related matters not yet addressed, the Chairman of the Board will be authorized to handle and make adjustments after the approval of the shareholders' meeting.
-
Please refer to the following 2024 Earnings Distribution Table
Silicon Integrated Systems Corp.
2024 Earnings Distribution Table
| Silicon Integrated Systems Corp. 2024 Earnings Distribution Table |
|
|---|---|
| Unit: NT$ | |
| No. | Amount |
| Undistributed earnings at the beginningof theperiod | 3,241,722,968 |
| Add: Remeasurement of defined benefitplans | 17,572,940 |
| Undistributed earnings at the beginning of the period after adjustment |
3,259,295,908 |
| Earnings after tax for theperiod | 498,582,375 |
| Less: Provision of legal reserve | (51,615,532) |
| Distributable earnings for theperiod | 3,706,262,751 |
| Less: Cash dividend NT$0.5/share | (257,494,080) |
| Undistributed earnings at the end of theperiod | 3,448,768,671 |
Chairman: Stan Hung
Manager: Le-Tien Jung
Chief Accountant: Yuan-Kwei Chen
3
Resolution: Approved and acknowledged as proposed by Board of Directors. Voting Result: 313,472,226 shares were represented at the time of voting
(including 140,589,793 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 305,458,373 votes (including 132,711,323shares voted via electronic transmission) |
97.44% |
| Votes against: 604,533 votes (including604,533 shares voted via electronic transmission) |
0.20% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 7,373,320 votes (including7,237,937 shares voted via electronic transmission) |
2.35% |
4
V. Agenda Items
Proposal 1 :
Proposal : Amendment to the ''Articles of Incorporation'' of the Company
Description:
-
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.
-
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.
-
Please refer to Attachment VII for the comparison table of the amendment on provisions of the Company's "Articles of Incorporation".
Resolution: Approved and acknowledged as proposed by Board of Directors.
Voting Result: 313,472,226 shares were represented at the time of voting
(including 140,589,793 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 305,524,198 votes (including 132,777,418shares voted via electronic transmission) |
97.46% |
| Votes against: 587,936 votes (including587,936 shares voted via electronic transmission) |
0.18% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 7,360,092 votes (including7,224,709 shares voted via electronic transmission) |
2.34% |
5
Proposal 2 :
Proposal : Amendment to the ''Rules of Procedure for Shareholders’ Meetings'' of the Company
Description:
-
To improve the efficiency of the shareholders' meeting, certain provisions are proposed to be amended.
-
For the comparison table of revise provisions of the "Rules of Procedure for Shareholders’ Meetings", Attachment VIII.
Resolution: Approved and acknowledged as proposed by Board of Directors.
Voting Result: 313,472,226 shares were represented at the time of voting
(including 140,589,793 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 305,519,080 votes (including 132,772,030shares voted via electronic transmission) |
97.46% |
| Votes against: 593,115 votes (including593,115 shares voted via electronic transmission) |
0.18% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 7,360,031 votes (including7,224,648 shares voted via electronic transmission) |
2.34% |
6
Proposal 3 :
Proposal : Removal of the non-competition restrictions on the Company's directors
Description:
-
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.
-
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).
-
The detailed information regarding the director's concurrent positions in other companies is as follows:
| companies is as | follows: | |
|---|---|---|
| Position | Name | Name and positions concurrently held in other companies Director of Novatek Microelectronics Corp. Independent Director of IC PLUS CORP. |
| Director | ChengWan-Ling | |
| Independent Director |
Ya-Ching Li |
Resolution: Approved and acknowledged as proposed by Board of Directors.
Voting Result: 313,472,226 shares were represented at the time of voting
(including 140,589,793 shares voted via electronic transmission)
| Voting Results | % of the total representation at the time of voting |
|---|---|
| Votes in favor: 304,459,734 votes (including131,712,684 shares voted via electronic transmission) |
97.12% |
| Votes against: 774,005 votes (including774,005 shares voted via electronic transmission) |
0.24% |
| Votes invalid: 0 votes (including0 shares voted via electronic transmission) |
0.00% |
| Votes abstained: 8,238,487 votes (including 8,103,104shares voted via electronic transmission) |
2.62% |
VI. Extraordinary Motions: None
- VII. Adjournment: Meeting ended at 09:51 am
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 CompanyOnlyFin |
ancial Statements | Unit: NT$'000 | |
|---|---|---|---|
| Item | 2024 | 2023 | Increase(decrease) amount |
| Revenue | 164,568 | 118,171 | 46,397 |
| Grossprofit | 80,438 | 19,934 | 60,504 |
| Operatingloss | (344,525) | (422,738) | 78,213 |
| Net income for theperiod | 498,582 | 571,261 | (72,679) |
II. Consolidated Financial Statements
Unit: NT$'000
| II. Consolidated Financial Sta |
tements | Unit: NT$'000 | |
|---|---|---|---|
| Item | 2024 | 2023 | Increase(decrease) amount |
| Revenue | 738,560 | 187,184 | 551,376 |
| Grossprofit | 256,862 | 56,676 | 200,186 |
| Operatingloss | (355,292) | (451,166) | 155,874 |
| Net income for theperiod | 472,898 | 558,841 | (85,943) |
8
Profitability
(I) Parent Company Only Financial Statements
| Item | 2024 | 2023 | |
|---|---|---|---|
| Return on assets(%) | 2.98 | 3.31 | |
| Return on equity(%) | 3.01 | 3.33 | |
| Ratio to paid-in capital(%) |
Net operatingloss | (7.07) | (5.64) |
| Profit before income tax | 11.92 | 8.41 | |
| Netprofit margin(%) | 302.96 | 483.42 | |
| Earningsper share(NTD) | 0.81 | 0.76 |
(II) Consolidated Financial Statements
| Item | 2024 | 2023 | |
|---|---|---|---|
| Return on assets(%) | 2.79 | 3.22 | |
| Return on equity(%) | 2.85 | 3.25 | |
| Ratio to paid-in capital(%) |
Net operatingloss | (6.88) | (6.02) |
| Profit before income tax | 11.53 | 8.24 | |
| Netprofit margin(%) | 64.03 | 298.55 | |
| Earningsper 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:
- 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
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the 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.
-
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.
-
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:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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:
-
Date of Board Approval: October 21, 2024
-
Related Party approved by the Board of Directors: United Microelectronics Corporation (including subsidiaries)
-
Annual Transaction Amount Limit approved by the Board of Directors for the Year 2024: NT$ 388,033 thousand.
-
Actual Transaction Amount for the Year 2024: NT$ 365,508 thousand, which is within the transaction amount limit approved by the Board of Directors.
-
Related Conditions approved by the Board of Directors:
-
I. Transaction Items, Purpose, Necessity, and Expected Benefits:
-
Transaction Items: Purchase of goods, technical services, and other transactions.
-
Purpose and Necessity: Required for the overall operational planning of the Company.
-
Expected Benefits: The transactions, including the purchase of goods and technical services, are expected to generate operational and sales benefits.
-
-
II. The reason for choosing the related party as a transaction counterparty: Required for the overall operational planning of the Company.
-
III. Principles for Calculating Transaction Prices and Expected Annual Transaction Amount Limit:
-
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.)
-
Expected Annual Transaction Amount Limit: NT$ 388,033 thousand.
-
-
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 directorspresent 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' |
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. |
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. |
|||
| 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