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SUNPLUS AGM Information 2023

Jun 28, 2023

52056_rns_2023-06-28_28e95465-3b0d-46fb-87ff-41ed8f2b5253.pdf

AGM Information

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Sunplus Technology Co., Ltd. 2023 Annual General Shareholders’ Meeting

Meeting Proceeding

  • I. Time: 9:00a.m., June 13, 2023 (Tuesday)

  • II. Place: Newton Palace, Science Park Life Hub

No.1, Industrial East Road 2, Hsinchu Science Park, Taiwan 300

  • ((Hsinchu Science Industrial Park Science and Technology Living Hall)

III. Present shareholders: 382,255,361 shares of shares represented by attendance and delegates (including 82,573,134 shares of electronic voting shares ) are 64.96% of the total 588,434,923 shares of the company with voting rights.

  • IV. Chairman: Chou-Chye Huang, Recorder: Meijuan Chen

  • V. Attend: Gwin-Attorneys Corporation Lawyer Shigong Guo

  • VI. Deloitte Taiwan CPA Yayun Zhang .

  • VII. Audit Committee Convener Tse-Jen Huang

  • VIII. Independent Director Conglingi Guo.

  • IX. Independent Director C hen Ruiqi

  • X. Speech by the Chairman (omitted)

  • XI. PEPORT ITEMS

(1) 2022 Business Report

Explanatory Notes:

The 2022 Business Report is attached hereto as ANNEX 1.

(2) Audit Committee’s Review Report

Explanatory Notes:

The Report by Audit Committee is attached hereto as ANNEX 2.

(3) Report on 2022 employees’ compensation and remuneration to directors.

Explanatory Notes:

  • (1) Handle in accordance with the Company's "Salary and Compensation Committee Organization Rules" and " Articles of Incorporation".

  • (2) The Company intends to allocate NT$2,216,337 for employees’ remuneration and NT$3,324,504 for directors’ remuneration in 2022, all in cash.

(4) Report on Share Exchange Conversion between the Company and Sunext Technology Co., Ltd..

Explanatory Notes:

Pursuant to Article 7, Item 2 of the Business Mergers and Acquisitions Act, the Company shall submit reports for matters of the implementation of the share swap case between the Company itself and its subsidiary, Sunext Technology Co., LTD. Please refer to the appendix 3 of this manual.

1

RECOGNITION ITEMS

(1) T Adoption of the 2022 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanatory Notes:

  1. Sunplus’ 2022 Financial Statements were audited by independent auditors and approved by the Company’s audit committee and Board Meeting on 2023/03/15.

  2. T he 2022 Business Report, the Independent Auditors’ Report and Financial Statements are attached hereto as ANNEX 1 and ANNEX 4 to 5.

Resolution:

Explanation of voting results: Approval votes are369 ,011,701 rights (including electronic voting rights ). Disapproval votes are 77 ,247 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 13 ,162,621 rights (All exercised by electronic vote). Approval votes are 96.53% of the total382 ,251,569 votes of the attendance shareholders .

(2) Adoption of the Proposal for Distribution of 2022 Profits.

(Proposed by the Board of Directors)

Explanatory Notes:

  1. After the Company's 2022 net profit after tax, due to the disposal of equity instrument investments measured at fair value through other comprehensive gains and losses, the accumulated gains and losses were directly transferred to retained earnings with an increase of NT$36,587,894, and the remeasurement of the defined benefit plan was recognized as an increase of NT$26,534,272 in retained earnings. After appropriating the statutory surplus reserve of NT$27,902,069 and the reversal of special surplus reserve of NT$58,520,579 in accordance with the law, it plans to distribute cash for ordinary shares with the surplus available for distribution for the year 2022. The dividend per share is NT$0.523, which amounts to NT$309,613,343. Cash dividends are paid up to NT$ (rounded up below NT$), and the total amount of the abnormal amount is included in the Company’s other income. The remaining undistributed surplus of NT$417,810 will be retained for distribution in future years.

  2. After this case is approved by the shareholders' meeting of this year (2023), it is proposed to authorize the chairman of the board to set a separate payment base date for processing.

  3. If the Company changes its share capital afterwards, which affects the number of shares outstanding, and consequently changes the shareholder’s dividend rate, it is proposed to authorize the chairman of the board to adjust it.

  4. Please refer to Attachment 6 of this manual for the surplus distribution table for the year 2022.

Resolution:

Explanation of voting results: Approval votes are 373 ,069,431 rights (including electronic voting rights ). Disapproval votes are 102 ,024 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 9 ,080,114 rights (All exercised by electronic vote). Approval votes are 97.59% of the total 382 ,251,569 votes of the attendance shareholders .

2

DISCUSSION AND ELECTION ITEMS

(1) Adoption of cash distribution from capital surplus.

(Proposed by the Board of Directors)

Explanatory Notes:

  • A. The company intends to allocate the capital reserve of NT$45,583,609 from the share capital premium arising from the issuance of shares due to the company acquisitions and mergers to shareholders in accordance with the shares held in the shareholder register on the base date of the capital reserve distribution of cash, NT$0.077 in cash per share, and the distribution will be up to NTD (rounded down below NTD) ), and the total amount of abnormal items is included in other income of the company.

  • B. Once this case has been passed through the resolution of the (2023) annual general meeting of shareholders, it is proposed to authorize the chairman of the board to set a separate allotment base date for handling.

  • C. If the company subsequently changes the number of outstanding shares due to changes in share capital, and thus changes the shareholder's allotment rate, it is proposed to authorize the chairman to adjust it and submit it to the shareholders' meeting for approval.

Resolution:

Explanation of voting results: Approval votes are 372 ,188,500 rights (including electronic voting rights ). Disapproval votes are 87 ,945 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 9 ,975,124 rights (All exercised by electronic vote). Approval votes are 97.36% of the total 382 ,251,569 votes of the attendance shareholders .

(2) Amendment to the Operational Procedures for Loaning of Company Funds.

(Proposed by the Board of Directors)

Explanatory Notes:

In order to meet the operational needs of the company, the relevant provisions of the articles of “Operational Procedures for Loaning Funds to Others” have been revised. Please refer to Attachment 7 of this manual for the comparison table of revisions , and submit it to the shareholders' meeting for approval.

Resolution:

Explanation of voting results: Approval votes are 372 ,053,936 rights (including electronic voting rights ). Disapproval votes are 210 ,497 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 9 ,987,136 rights (All exercised by electronic vote). Approval votes are 97.33% of the total 382 ,251,569 votes of the attendance shareholders .

(3) To release the Prohibition on Directors from Participation in Competitive Business.

(Proposed by the Board of Directors)

Explanatory Notes:

  • A .Pursuant to Article 209 of the Company Act, a director shall act within the scope of business of the Company for himself or others, and shall explain the important contents of his act to the shareholders' meeting, and obtain a resolution approved by the shareholders' meeting.

  • B. The director of the Company intends to lift the restriction of competition due to the business needs or the investment or operation of other companies with the same or similar business scope as the Company's business scope and acts as a director or manager. Please refer to Attachment 8 of this manual for the list of newly added persons who have concurrently held positions in other companies. Submit to the shareholders meeting for approval.

Resolution:

3

Explanation of voting results: Approval votes are 372 ,007,098 rights (including electronic voting rights ). Disapproval votes are 258 ,751 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 9 ,985,720 rights (All exercised by electronic vote). Approval votes are 97.31% of the total 382 ,251,569 votes of the attendance shareholders .

MEETING ADJOURNED (AM09:21)

There were no questions from shareholders at this ordinary shareholders meeting.

4

Attachment 1

BUSINESS REPORT

2022 Business Results

Sunplus consolidated net operating revenue totaled NT$6,706 million and the gross profit were NT$3,301 million in 2022. While R&D expense totaled NT$2,153 million and the G&A expenses were NT$616 million, marketing expense were NT$239 million, Operating profit was NT$288 million in 2022. Including total non-operating net income NT$594 million, the profit before tax were NT$882 million. Excluding the income tax expense NT$212 million, the net profit of the year totaled NT$670 million, attributable to owner of the Company were NT$216 million which the earning per share after tax for 2022 was NT$0.37.

The consolidated net sales in 2022 decreased 15.77% compared to the same period last year. Gross profit margin is approximately 49%, decreased from 52% in the previous year. 2022 operating net profit decreased by 68.83% compared to 2021.

Non-operating revenue decreased from 1,135 million in 2021 to 594 million in 2022, mainly because the net profit of financial assets measured at fair value through profit and loss in 2022 decreased by 110 million compared to 2021, and disposal of Company benefits recognized by equity method increased 449 million.

The IFRS Consolidated Statement exposes other comprehensive gains and losses in 2022, Including the difference between the conversion of financial statements of foreign operating institutions, unrealized gains and losses on equity instrument investments measured at fair value through other comprehensive income, determine the number of reassessments of the welfare plan, the shareholding of related enterprises recognized by equity method, the total net after-tax other comprehensive profit and loss in 2022 is NT$113 million. The total consolidated profit and loss in 2022 was NT$784 million, the consolidated profit and loss was attributed to NT$326 million by the owner of the Company.

PRODUCTS R&D, TECHNOLOGIES AND OUTLOOK

Sunplus technology mergers and acquisitions of major individuals, including Sunplus Technology, Generplus Technology, Sunplus Innovation Technology, Jumplux Technology, and mainland subsidiaries.

Sunplus is currently focuses on the development, in addition to Automotive Infotainment System (InVehicle Infotainment), Display Audio chip, advanced driver assistance system (ADAS) automotive chip, In addition to airlyra's SoundBar chip, audio-visual entertainment system and other chip products, it also introduces the smart computing chip Plus1 suitable for AIoT applications. It also provides IP authorization for high-speed interfaces, data converters, and analogs.

With the popularity of smart phones, the convenience of being integrated with the car's infotainment system when getting on the car makes this system a standard equipment for the front of new cars! The thinning of the TV has weakened the sound effect, and the external SoundBar has become the best costeffective option to improve the sound effect. The growth momentum of these systems will be the main source of growth for Sunplus's revenue and profit. The revolutionary breakthrough of the intelligent computing chip Plus1, which greatly reduces the threshold for the development of edge computing applications. It will be the best solution for a small number of diverse AIoT new applications, and countless innovative applications will be commercialized to benefit the crowd.

5

The main product lines of Generalplus include: consumer IC, multimedia IC and MCU and other product lines. The main application products include interactive toys, education and learning, driving recorders, sports DV, wireless charging, motor control, etc. In terms of consumer ICs, the Company developed a more cost-effecitive product, 32-bit Cortex-M0 Voice/Music Synthesis Control SOC. Multimedia products: developed a new generation of high-end 40nm 32-bit multimedia platform SOC with built-in Cortex-A7 CPU, 3D GPU, deep learning engine, image, voice processing units, high-speed audio and video interfaces etc., to assist the clients to develop various applications such as human-machine interface platform, driving recorder, action camera, aerial camera, hunting machine, etc. MCU products: Completed the development of a 32-bit package miniaturized sine wave drive control IC, and completed the development of a 32-bit medical measurement IC for ear thermometers, carbon dioxide measurement and other applications.

78% of Sunplus Innovation Technology sales in 2022 come from PC-related cameras, and the other 22% of sales come from USB external cameras, driving pulls, high-speed cameras, and IoT-related.

Subsidiaries in China include Shanghai Sunplus, Sunplus Prof-tek Technology (Shenzhen), Sunmedia, CQPlus1 (Chongqing), Sunplus-EHUE and Sunplus APP. Mainly to support the Company's mainland customers in the Company's engineering services and business promotion.

EXTERNAL COMPETITION, REGULATIONS, AND OVERALL ECONOMIC ENVIRONMENT

In 2022, due to the impact of the Russia-Ukraine war, global inflation rate hikes, and China’s zero-covid lockdown, the overall inventory has risen, and market visibility is still unclear. Facing the changing situation, in addition to providing customers with more cost-effective products to reduce inventory, the company will continue to invest more R&D resources, accelerate the development of new products, and respond to market changes. The Group Company will continue to invest in technology and product development, which focuses on AIoT Edge Computing.

Looking forward to 2023, Covid-19 restrictions are fully lifted, and the world's major economies are revitalizing. The main challenges include: when will the Russia-Ukraine war last? Has the international inflation been eased? The bottleneck of industrial growth is no longer Foundry, but the demand created by economic growth? The Company will pay close attention to changes in the international economic environment, adjust the pace of product research and development in a timely manner, and comply with market demand.

Future company development strategy

Sunplus Technology includes all of the merged individuals of the Group, will continue to deepen the core competitiveness of various fields, efforts to expand the market, Improve product value and observe market trends, adjust and optimize product lines and investments, Improve industry and industry performance, at the same time actively investing in advanced technology, open up new products and markets, reserve a new wave of growth momentum.Expect to continue to increase profits, return the long-term support of shareholders.

Chairman of the Board: Manager: Accountant:

6

Attachment 2

REPORT BY AUDIT COMMITTEE

Sunplus’ Board has prepared and submitted the 2022 business report, Financial statements and Earnings distribution proposals, etc. The CPAs of Deloitte & Touche were retained to audit those financial statements and have submitted the audit report. The above-mentioned business report, financial statement and surplus distribution proposal have been reviewed by this audit committee. According to Article 14-4 of Securities and Exchange Act and Article 219 of the Company Law, the Committee hereby submits this report.

Please check

Sincerely

To Sunplus Technology 2023 Annual Shareholders’ Meeting

Audit Committee Convenor: Tse-Jen Huang

March 15, 2023

7

Attachment 3

SUNPLUS TECHNOLOGY CO. LTD

REPORT OF SHARE SWAP BETWEEN THE COMPANY AND SUNEXT TECHNOLOGY CO. LTD

  • (1) Pursuant to article 7, item 2 of the business mergers and acquisitions Act, the Company shall submit reports for matters of the implementation of the share swap case between the Company itself and its subsidiary, Sunext technology co., ltd, hereinafter referred to as Sunext.

  • (2) To simplify shareholding structure and improve the Group’s operating performance, on July 7, 2022, the board of directors of the Company and Sunext approved to proceed share swap in accordance with the share swap contract agreed by both parties and Article 30 and relative provisions of the business mergers and acquisitions Act. The Company paid Sunext’s shareholders, other than the Company’s shareholders, with cash to acquire all of the issued shares of Sunext so that Sunext became a 100% subsidiary of the Company. The consideration for each ordinary share of Sunext obtained by the Company is NT$4.0976 in cash. The base date for share swap is August 31, 2022.

8

Attachment 4

ACCOUNTANT AUDIT REPORT

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunplus Technology Company Limited

Opinion

We have audited the accompanying financial statements of Sunplus Technology Company Limited, which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Sunplus Technology Company Limited as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Financial Statements section of our report. We are independent of Sunplus Technology Company Limited in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in Sunplus Technology Company Limited’s financial statements for the year ended December 31, 2022 is as follows:

Occurrence of Revenue from Specific Customers

Integrated circuit chip sales accounted for 94% of Sunplus Technology Company Limited’s total revenue. Among them revenue declined in 2022, some of the customers whose revenue has grown significantly and significant amount carry a higher risk related to the occurrence of sales revenue. Therefore, we considered the occurrence of revenue as a key audit matter. For detailed disclosure of revenue, refer to Notes 4 and 21 to the accompanying consolidated financial statements.

9

Our audit procedures performed in respect of the above key audit matter included the following:

  1. We obtained an understanding of the related internal control and operating procedures in Sunplus Technology Company Limited’s sales transaction cycle, and we evaluated and confirmed the operating effectiveness of the related internal control and operating procedures.

  2. We selected samples from the sales details, and we examined customers’ original orders, sales electronic orders, delivery orders, logistics receipt documents or export declaration, and sales invoices for any abnormalities and confirmed that sales revenue did occur.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the [Regulations Governing the Preparation of Financial Reports by Securities Issuers and other regulations (please specify)], and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing Sunplus Technology Company Limited’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Sunplus Technology Company Limited or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the audit committee) are responsible for overseeing Sunplus Technology Company Limited’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the 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 Sunplus Technology Company Limited’s internal control.

  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 Sunplus Technology Company Limited’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate,

10

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 Sunplus Technology Company Limited to cease to continue as a going concern.

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

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within Sunplus Technology Company Limited to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 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.

The engagement partners on the audits resulting in this independent auditors’ report are Tung-Hui Yeh and Ya-Yun Chang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and the financial statements shall prevail.

11

SUNPLUS TECHNOLOGY COMPANY LIMITED

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss (FVTPL) - current (Notes 4 and 7)
Trade receivables, net (Notes 4, 5, 8, 21 and 29)
Other receivables (Notes 4, 23 and 29)
Inventories (Notes 4 and 9)
Non-current assets held for sale (Notes 4 and 10)
Other financial assets - current (Notes 15 and 25)
Other current assets (Note 15)

Total current assets

NON-CURRENT ASSETS
Financial assets at FVTPL - non-current (Notes 4 and 7)
Investments accounted for using the equity method (Notes 4, 10 and 11)
Property, plant and equipment (Notes 4, 12, 29 and 30)
Right-of-use assets (Notes 4 and 13)
Intangible assets (Notes 4 and 14)
Deferred tax assets (Notes 4 and 23)
Net defined benefit assets - non-current (Notes 4 and 19)
Other financial assets- non-current (Notes 15 and 30)
Other non-current assets (Note 15)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Contract liabilities - current (Note 21)

Accounts payable (Note 17 and 29)
Lease liabilities - current (Notes 4 and 13)
Current portion of long-term bank borrowings (Note 16)
Other current liabilities (Notes 11, 18 and 29)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Note 16)
Lease liabilities - non-current (Notes 4 and 13)
Guarantee deposits
Other liabilities (Note 18)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Share capital (Notes 4 and 20)
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Equity directly associated with non-current assets held for sale

Other equity

Treasury shares

Total equity

TOTAL
2022
Amount
%
$ 247,016
2
15,480
-
184,390
2
83,819
1
973,340
9
-
-
43,610
-

53,505

1


1,601,160
15

276,006
3
7,971,850 72
744,972
7
163,350
1
187,370
2
2,485
-
31,993
-
10,500
-

9,095

-


9,397,621
85

$ 10,998,781
100

$ 14,027
-
172,086
2
5,169
-
-
-

327,805

3


519,087

5

1,000,000
9
165,077
2
46,820
-

5,709

-


1,217,606
11


1,736,693
16


5,919,949
54


1,197,373
11

1,870,234 17
239,203
2

279,413

3


2,388,850
22


-

-


(180,683)

(2)


(63,401)

(1)


9,262,088
84

$ 10,998,781
100
2021






























































Amount
%
$ 570,964
5

153,633
1

268,597
2

32,111
-

534,231
5

108,504
1

25,940
-

87,962

1

1,781,942
15

515,261
5

8,222,020 70

726,737
6

165,563
2

244,238
2

2,485
-

4,553
-

8,350
-

7,973

-

9,897,180
85
$ 11,679,122
100
$ 11,094
-

294,804
3

4,074
-

46,000
-

590,373

5

946,345

8

384,000
3

166,801
1

53,649
1

9,990

-

614,440

5

1,560,785
13

5,919,949
51

1,223,544
11

1,745,279 15

261,078
2

1,249,574
11

3,255,931
28

21,517

-

(239,203)

(2)

(63,401)

(1)

10,118,337
87
$ 11,679,122
100

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

12

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 4, 21 and 29)

OPERATING COSTS (Notes 9, 22 and 29)

GROSS PROFIT

OPERATING EXPENSES (Notes 22 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES (Notes
4, 11, 22, 25 and 29)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries and associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 23)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss (Notes 4 and 19):
Remeasurement of defined benefit plans
Share of other comprehensive (loss) income of
subsidiaries and associates accounted for using
equity method
Items that may be reclassified subsequently to profit or
loss (Notes 4 and 20):
2022
Amount
%
$ 1,374,542
100

918,272
67


456,270
33

98,693
7
210,047
15

1,034,676
75


1,343,416
97


(887,146)
(64)

1,585
-
183,754
13
362,436
26
(13,975)
(1)

569,439
42


1,103,239
80

216,093
16

194

-


215,899
16

27,762
2
(29,155)
(2)
2021



























Amount
%
$ 1,520,142
100

867,208
57

652,934
43

234,095
15

202,318
13

829,631
55

1,266,044
83

(613,110)
(40)

955
-

183,753
12

252,070
17

(9,338)
(1)

1,368,888
90

1,796,328
118

1,183,218
78

433

-

1,182,785
78

430
-

118,678
8

(Continued)

13

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Exchange differences on translation of the financial
statements of foreign operations
Share of other comprehensive income (loss) of
subsidiaries and associates accounted for using the
equity method

Other comprehensive income for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE (Note 24)
Basic earnings per share

Diluted earnings per share
2022
Amount
%
81,686
6

29,332

2


109,625

8

$ 325,524
24

$ 0.37

$ 0.37
2021







Amount
%

(18,998)
(1)

(12,491)

(1)

87,619

6
$ 1,270,404
84
$ 2.01
$ 2.01

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

(Concluded)

14

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2021
Appropriation of the 2020 earnings
Legal reserve
Special reserve reversed
Cash dividends distributed by the Company
Changes in capital surplus from investments in associates accounted for using the equity
method
Difference between consideration and carrying amount of the subsidiaries during actual
disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2021

Adjustments to capital surplus for the Company cash dividends received by subsidiaries
Equity directly associated with non-current assets held for sale
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income

BALANCE AT DECEMBER 31, 2021
Appropriation of the 2021 earnings
Legal reserve
Special reserve reversed
Cash dividends distributed by the Company
Changes in capital surplus from investments in associates accounted for using the equity
method
Issuance of share dividends from capital surplus
Proceeds from disposal of subsidiaries
Difference between consideration and carrying amount of the subsidiaries during actual
disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2022

Adjustments to capital surplus for the Company cash dividends received by subsidiaries
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income

BALANCE AT DECEMBER 31, 2022
Share Capital Issued and Outstanding
Amount
$ 5,919,949

-
-
-
-
-
-
-

-


-

-
-

-

5,919,949
-
-
-
-
-
-
-
-
-

-


-

-

-

$ 5,919,949
Capital Surplus
$ 500,820

-
-
-
153,013
91,451
497,906
-

-


-

1,871
(21,517 )

-

1,223,544
-
-
-
27,879
(37,888 )
-
(922 )
(22,360 )
-

-


-

7,120

-

$ 1,197,373
**Retained Earnings ** Unappropriated
Earnings
$ 328,894

(32,889 )

15,111
(311,093 )
-
-
-
1,182,785

1,188


1,183,973

-
-

65,578

1,249,574
(124,955 )

21,875
(1,146,102 )
-
-
-
-
-
215,899

26,534


242,433

-

36,588

$ 279,413

Equity Directly
Associated with
Non-current Assets
Held for Sale
$ -


-
-

-
-
-
-
-

-


-

-
21,517

-

21,517

-
-

-
(21,517 )
-
-
-
-
-

-


-

-

-

$ -
Other Equity
Exchange Differences
on Translating
Unrealized Losses
the Financial
from Investments
Statements of
in Equity Instruments
Foreign Operations
at FVTOCI
$ (228,023 ) $ (33,055 )
-
-
-
-
-
-
-
-
-
1,022
-
-
-
-

(31,489)

117,920


(31,489)

117,920

-
-
-
-

-

(65,578)

(259,512 )
20,309
-
-
-
-
-
-

-
-
-
-
12,017
-
-
-
-
-
-
-

111,018

(27,927)


111,018

(27,927)

-
-

-

(36,588)

$ (136,477)
$ (44,206)
Treasury Shares
$ (63,401 )
-
-
-
-
-
-
-

-


-

-
-

-

(63,401 )
-
-
-
-
-
-
-
-
-

-


-

-

-

$ (63,401)
Total Equity
$ 8,413,763
-
-
(311,093 )
153,013
92,473
497,906
1,182,785

87,619

1,270,404
1,871
-

-

10,118,337
-
-
(1,146,102 )
6,362
(37,888 )
12,017
(922 )
(22,360 )
215,899

109,625

325,524
7,120

-
$ 9,262,088
Exchange Differences
on Translating
the Financial
Statements of
i
Foreign Operations
$ (228,023 )
-
-
-
-
-
-
-

(31,489)


(31,489)

-
-

-

(259,512 )
-
-
-

-
-
12,017
-
-
-

111,018


111,018

-

-

$ (136,477)











Legal Reserve
$ 1,712,390

32,889
-
-
-
-
-
-

-


-

-

-

-

1,745,279
124,955
-
-
-

-
-

-

-
-

-


-

-

-

$ 1,870,234
Special Reserve
$ 276,189

-
(15,111 )
-
-
-
-
-

-


-

-
-

-

261,078
-
(21,875 )
-
-
-
-
-
-
-

-


-

-

-

$ 239,203








Share (Thousands)
591,995

-
-
-
-
-
-
-

-


-


-
-

-

591,995
-
-
-
-
-
-
-
-
-

-


-


-

-


591,995

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

15

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Net loss (gain) on the fair value change of financial assets at FVTPL
Financial costs
Interest income
Dividend income
Share of profit of subsidiaries and associates
Gain on disposal of subsidiaries
Gain on disposal of associates
Impairment loss recognized on financial assets
Impairment loss recognized on non-financial assets
Unrealized (gain) loss on the transactions with subsidiaries and
associates
Net (gain) loss on foreign currency exchange
Changes in operating assets and liabilities:
Decrease (increase) in trade receivables
Increase in other receivables
Increase in inventories
Decrease (increase) in other current assets
Increase in net defined benefit assets - non-current
Increase in contract liabilities
(Decrease) increase in trade payables
(Decrease) increase in other current liabilities
Increase in net defined benefit liabilities - non-current

Cash used in operations

Interest received
Dividends received
Interest paid
Income tax paid

Net cash (used in) generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of financial assets at FVTOCI
Purchase of financial assets at FVTPL
Proceeds from the sale of financial assets at FVTPL
Acquisition of Investments accounted for using equity method
Proceeds from disposal of subsidiaries
Proceeds from disposal of associates
Payments for property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
2022
$ 216,093

159,068
96,271

176,260
13,975
(1,585)
(75,900)
(569,439)
(73,962)
(449,000)
6,826
457
(1,387)
(8,090)
80,598
(6,983)
(439,109)
20,108
(27,440)
2,933
(122,442)
(197,570)
27,762

(1,172,556)
1,589
991,848
(13,124)
(194)

(192,437)

33,539
(82,393)
197,611
(19,294)
86,000
535,987
(205,872)
(1,180)
57
2021
$ 1,183,218
85,476
90,302
(221,022)
9,338

(955)

(67,142)
(1,368,888)

-

-
-
-

1,096

1,492
(97,519)

(18,754)

(233,501)
(51,531)

(113)
5,505

190,674

257,288

430

(234,606)
1,092
517,746

(9,214)

(433)

274,585
-

(40,000)
118,577

(372,116)
-
-

(54,273)

(59)
32

(Continued)

16

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

Payments for intangible assets
Increase in other financial assets

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Refund of guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends paid
Partial disposal of interests in subsidiaries without a loss of control

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2022
(44,516)

(19,820)


480,119

-
1,000,000
(430,000)
-
(11,071)
(4,408)
(1,183,990)

-


(629,469)


17,839

(323,948)

570,964

$ 247,016
2021

(63,398)

(28,190)

(439,427)
(28,480)
400,000

(200,000)
590

(783)

(4,020)

(311,093)

108,953

(34,833)

(3,386)

(203,061)

774,025
$ 570,964

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

(Concluded)

17

INDEPENDENT AUDITORS’ REPORT Attachment 5

The Board of Directors and Shareholders Sunplus Technology Company Limited

Opinion

We have audited the accompanying consolidated financial statements of Sunplus Technology Company Limited and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Sunplus Technology Company Limited and its subsidiaries as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Sunplus Technology Company Limited and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. 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.

The key audit matters identified in Sunplus Technology Company Limited and its subsidiaries’ consolidated financial statements for the year ended December 31, 2022 is as follows:

Occurrence of Revenue from Specific Customers

Integrated circuit chip sales accounted for 94% of Sunplus Technology Company Limited and its subsidiaries’ total revenue. Among them revenue declined in 2022, some of the customers whose revenue has grown significantly and significant amount carry a higher risk related to the occurrence of sales revenue. Therefore, we considered the occurrence of revenue as a key audit matter. For detailed disclosure of revenue, refer to Notes 4 and 24 to the accompanying consolidated financial statements.

Our audit procedures performed in respect of the above key audit matter included the following:

  1. We obtained an understanding of the related internal control and operating procedures in the Company’s sales transaction cycle, and we evaluated and confirmed the operating effectiveness of the related internal control and operating procedures.

18

  1. We selected samples from the sales details, and we examined customers’ original orders, sales electronic orders, delivery orders, logistics receipt documents or export declaration, and sales invoices for any abnormalities and confirmed that sales revenue did occur .

Other Matter

We have also audited the parent company only financial statements of Sunplus Technology Company Limited as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the 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 Sunplus Technology Company Limited and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Sunplus Technology Company Limited and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing Sunplus Technology Company Limited and its subsidiaries’ financial reporting process.

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.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

  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 Sunplus Technology Company Limited and its subsidiaries’ ability to continue as a going

19

concern. 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 Sunplus Technology Company Limited and its subsidiaries to cease to continue as a going concern.

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

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within Sunplus Technology Company Limited and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of Sunplus Technology Company Limited and its subsidiaries 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 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.

The engagement partners on the audits resulting in this independent auditors’ report are Tung-Hui Yeh and Ya-Yun Chang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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 applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

20

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable and trade receivables, net (Notes 4, 5, 9, 24 and 34)
Other receivables (Notes 4, 9 and 34)
Inventories (Notes 4 and 10)
Non-current assets held for sale (Notes 4 and 11)
Other financial assets - current (Notes 18)
Other current assets (Notes 18 and 34)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4, 14 and 35)
Right-of-use assets (Notes 4 and 15)
Investment properties (Notes 4 and 16)
Intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 26)
Net defined benefit assets - non-current (Notes 4 and 22)
Other financial assets - non-current (Notes 18 and 35)
Other non-current assets (Note 18)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 19)

Contract liabilities - current (Note 24)
Accounts payable (Note 20)
Current tax liabilities (Notes 4 and 26)
Lease liabilities - current (Notes 4 and 15)
Deferred revenue - current (Notes 4, 21 and 29)
Current portion of long-term bank borrowings (Note 19)
Other current liabilities (Note 21)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Note 19 and 35)
Lease liabilities - non-current (Notes 4 and 15)
Deferred revenue - non-current (Notes 4, 21 and 29)
Net defined benefit liabilities - non-current (Notes 4 and 22)
Guarantee deposits
Other liabilities (Note 21)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 23 and 31)
Share capital
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Equity directly associated with non-current assets held for sale

Other equity

Treasury shares

Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS (Notes 4, 12, 23 and 31)

Total equity

TOTAL
2022
Amount
%
$ 4,427,919 29
678,017
5
887,148
6
139,427
1
2,246,656 15
-
-
48,018
-

103,069

1


8,530,254
57

1,524,969 10
295,555
2
932,789
6
1,930,269 13
202,111
1
890,156
6
248,585
2
59,008
-
31,993
-
230,100
2

144,958

1


6,490,493
43

$ 15,020,747
100

$ 42,000
-
53,462
1
420,335
3
145,222
1
13,071
-
1,921
-
-
-

1,063,701

7


1,739,712
12

1,000,000
7
197,690
1
54,905
-
18,277
-
268,638
2

6,597

-


1,546,107
10


3,285,819
22


5,919,949
39


1,197,373

8

1,870,234 12
239,203
2

279,413

2


2,388,850
16


-

-


(180,683)

(1)


(63,401)

-

9,262,088 62

2,472,840
16


11,734,928
78

$ 15,020,747
100
2021








































































Amount
%
$ 4,835,568 30

1,671,234 10

1,285,944
8

67,770
-

1,467,713
9

108,504
1

76,765
-

136,271

1

9,649,769
59

1,729,632 11

216,256
1

949,897
6

1,936,640 12

213,324
1

948,038
6

326,919
2

38,066
-

4,553
-

234,555
1

129,750

1

6,727,630
41
$ 16,377,399
100
$ 143,773
1

30,109
-

924,523
6

254,071
1

12,166
-

1,883
-

46,000
-

1,433,513

9

2,846,038
17

384,000
3

207,912
1

55,978
-

19,712
-

263,745
2

20,918

-

952,265

6

3,798,303
23

5,919,949
36

1,223,544

7

1,745,279 11

261,078
1

1,249,574

8

3,255,931
20

21,517

-

(239,203)

(1)

(63,401)

-

10,118,337 62

2,460,759
15

12,579,096
77
$ 16,377,399
100

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

21

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 4, 24 and 34)

OPERATING COSTS (Notes 10 and 25)

GROSS PROFIT

OPERATING EXPENSES (Notes 25 and 34)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (Note 9)

Total operating expenses

OTHER OPERATING INCOME AND EXPENSES

INCOME FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES (Notes
4, 13, 25, 29 and 34)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 26)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss (Notes 4 and 23):
Remeasurement of defined benefit plans
2022
Amount
%
$ 6,705,708
100

3,404,941
51


3,300,767
49

239,183
4
616,032
9
2,153,458
32

-

-


3,008,673
45


(4,204)

-


287,890

4

38,307
-
281,389
4
307,202
5
(17,139)
-

(15,299)

-


594,460

9

882,350
13

211,893

3


670,457
10

26,374
-
2021





























Amount
%
$ 7,960,831
100

3,799,225
48

4,161,606
52

521,124
6

628,046
8

2,088,699
26

34

-

3,237,903
40

(167)

-

923,536
12

25,466
-

242,732
3

846,131
11

(14,161)
-

34,623

-

1,134,791
14

2,058,327
26

302,085

4

1,756,242
22

1,501
-
(Continued)

22

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized (loss) gain on investments in equity
instruments at fair value through other
comprehensive income

Share of the other comprehensive (loss) income of
associates accounted for using the equity method
Items that may be reclassified subsequently to profit or
loss (Notes 4 and 23):
Exchange differences on translation of the financial
statements of foreign operations
Share of other comprehensive income (loss) of
associates accounted for using the equity method
Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 27)
Basic

Diluted
2022
Amount
%
$ (5,975)
-

(22,533)
-
114,760
2

768

-


113,394

2

$ 783,851
12

$ 215,899
3

454,558

7

$ 670,457
10

$ 325,524
5

458,327

7

$ 783,851
12

$ 0.37

$ 0.37
2021

























Amount
%
$ 89,921
1

27,450
-

(33,290)
-

(269)

-

85,313

1
$ 1,841,555
23
$ 1,182,785
15

573,457

7
$ 1,756,242
22
$ 1,270,404
16

571,151

7
$ 1,841,555
23
$ 2.01
$ 2.01

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

(Concluded)

23

(In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2021
Appropriation of 2020 earnings
Legal reserve
Special reserve reversed
Cash dividends distributed by the Company
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of cash dividends from capital surplus
Difference between the consideration and carrying amount of subsidiaries during
actual disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2021

Adjustment of capital surplus for the Company
Cash dividends received by subsidiaries
Increase in non-controlling interests
Equity directly associated with non-current assets held for sale
Disposals of investments in equity instruments designated as at fair value through
other comprehensive income

BALANCE AT DECEMBER 31, 2021
Appropriation of 2021 earnings
Legal reserve
Special reserve reversed
Cash dividends distributed by the Company
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of cash dividends from capital surplus
Proceeds from disposal of subsidiaries
Difference between the consideration and carrying amount of subsidiaries during
actual disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2022

Adjustment of capital surplus for the Company
Cash dividends received by subsidiaries
Decrease in non-controlling interests
Disposals of investments in equity instruments designated as at fair value through
other comprehensive income

BALANCE AT DECEMBER 31, 2022
Equity Attribu table to Owners of the Company Total
$ 8,413,763

-
-
(311,093 )
153,013
-
92,473
497,906
1,182,785

87,619


1,270,404

1,871
-
-

-

10,118,337
-
-
(1,146,102 )
6,362
(37,888 )
12,017
(922 )
(22,360 )
215,899

109,625


325,524

7,120
-

-

$ 9,262,088
Non-cotrolling
Interests
$ 1,605,238

-
-
-
-
-
-
(497,906 )
573,457

(2,306)


571,151

-
782,276
-

-

2,460,759
-
-
-
-
-
-
-
22,360
454,558

3,769


458,327

-
(468,606 )

-

$ 2,472,840
Total Equity
$ 10,019,001
-
-
(311,093 )
153,013
-
92,473
-
1,756,242

85,313

1,841,555
1,871
782,276
-

-
12,579,096
-
-
(1,146,102 )
6,362
(37,888 )
12,017
(922 )
-
670,457

113,394

783,851
7,120
(468,606 )

-
$ 11,734,928
Share Capital Issued an d Outstanding
Amount
$ 5,919,949

-
-
-
-
-
-
-
-

-


-

-
-
-

-

5,919,949
-
-
-
-
-
-
-
-
-

-


-

-
-

-

$ 5,919,949
Capital Surplus
$ 500,820

-
-
-
153,013
-
91,451
497,906
-

-


-

1,871
-
(21,517 )

-

1,223,544
-
-
-
27,879
(37,888 )
-
(922 )
(22,360 )
-

-


-

7,120
-

-

$ 1,197,373
**Retained Earnings ** Unappropriated

Earnings
$ 328,894

(32,889 )
15,111
(311,093 )
-
-
-
-
1,182,785

1,188


1,183,973

-
-
-

65,578

1,249,574
(124,955 )
21,875
(1,146,102 )
-
-
-
-
-
215,899

26,534


242,433

-
-

36,588

$ 279,413
Equity Directly
Associated with
Non-current Assets
Held for Sale
$ -

-
-
-
-
-
-
-
-

-


-

-
-
21,517

-

21,517
-
-
-
(21,517 )
-
-
-
-
-

-


-

-
-

-

$ -
Other Equity
Unrealized Gain
Exchange
(Loss) on Financial
Differences on
Assets at Fair
Translating the
Value Through
Financial
Other
Statements of
Comprehensive
Foreign Operations
Income
$ (228,023 )
$ (33,055 )

-
-
-
-
-
-
-
-
-
-
-
1,022
-
-
-
-

(31,489)

117,920


(31,489)

117,920

-
-
-
-
-
-

-

(65,578)

(259,512 )
20,309
-
-
-
-
-
-
-
-
-
-
12,017
-
-
-
-
-
-
-

111,018

(27,927)


111,018

(27,927)

-
-
-
-

-

(36,588)

$ (136,477)
$ (44,206)
Treasury Shares
$ (63,401 )

-
-
-
-
-
-
-
-

-


-

-
-
-

-

(63,401 )
-
-
-
-
-
-
-
-
-

-


-

-
-

-

$ (63,401)






Share
(Thousands)
591,995

-
-
-
-
-
-
-
-

-


-

-
-
-

-

591,995
-
-
-
-
-
-
-
-
-

-


-

-
-

-


591,995







Legal Reserve
$ 1,712,390

32,889
-
-
-
-
-
-
-

-


-

-
-
-

-

1,745,279
124,955
-
-
-
-
-
-
-
-

-


-

-
-

-

$ 1,870,234
Special Reserve
$ 276,189

-
(15,111 )
-
-
-
-
-
-

-


-

-
-
-

-

261,078
-
(21,875 )
-
-
-
-
-
-
-

-


-

-
-

-

$ 239,203

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

24

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss recognized on trade receivables
Net loss (gain) on fair value change of financial assets at FVTPL
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profits of associates
(Gain) loss on disposal of property, plant and equipment
Loss on disposal of intangible assets
Gain on disposal of subsidiaries
Gain on disposal of asscoiates
Impairment loss recognized on financial assets
Impairment loss recognized on non-financial assets
Unrealized (gain) loss on transactions with associates
Net loss (gain) on foreign currency exchange
Gain on lease modification
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable and trade receivables
Increase in other receivables
Increase in inventories
Decrease (increase) in other current assets
Increase in net defined benefits assets - non-current
Increase in contract liabilities
(Decrease) increase in accounts payables
Decrease in deferred revenue
(Decrease) increase in other current liabilities
Increase (decrease) in net defined benefits liabilities - non-current

Cash (used in) generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash (used in) generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
2022
$ 882,350
344,059
139,283
-
262,869
17,139
(38,307)
(117,124)
109,586
15,299
(16)
4,220
(71,274)
(449,000)
6,826
460
(1,256)
4,039
-
385,513
(41,613)
(779,094)
3,623
(27,440)
23,197
(499,962)
(1,916)
(321,727)

24,939

(125,327)
36,777
134,419
(19,915)

(341,684)


(315,730)

(127,510)
2021
$ 2,058,327

278,515

133,228

34

(837,439)

14,161

(25,466)

(91,022)

92,154

(34,623)

171

-

-

-

-

-

1,228

(3,969)

(4)

(84,354)

(34,623)

(606,663)

(14,040)

(113)

3,928

476,960

(1,881)

652,317

(39,106)

1,937,720

26,970

141,273

(14,161)

(216,352)

1,875,450

(58,583)
(Continued)

25

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Proceeds from the sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at fair value through profit or loss
Proceeds from the sale of financial assets at fair value through profit or
loss
Acquisition of associates
Proceeds from disposal of associates
Proceeds from disposal of subsidiaries
Payments for property, plant and equipment
Proceeds from the disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Decrease on other financial assets

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds of guarantee deposits received
Refund of guarantee deposits received
Repayment of principal portion of lease liabilities
(Decrease) increase in other liabilities
Cash dividends paid
Dividends paid to non-controlling interests
Partial disposal of interests in subsidiaries without a loss of control
(Decrease) increase in non-controlling interests

Net cash (used in) generated from financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2022
44,259
(1,475,697)
2,414,358
-
535,987
83,827
(267,590)
352
(3,228)
761
(62,958)

39,812


1,182,373

(101,773)
1,000,000
(430,000)
32,925
(42,046)
(10,205)
(10,039)
(1,176,870)
(557,998)
-

(19,384)


(1,315,390)


41,098

(407,649)

4,835,568

$ 4,427,919
2021

123,882

(2,399,006)

1,824,231

(174,000)

-

-

(122,866)

182

(96,719)

1,421

(159,316)

86,445

(974,329)

(170,488)

400,000

(200,000)

59,667

(5,490)

(13,197)

3,555

(309,222)

(283,972)

108,953

957,614

547,420

(13,455)

1,435,086

3,400,482
$ 4,835,568

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

(Concluded)

26

27

Attachment 6

SUNPLUS TECHNOLOGY CO. LTD

Earnings distribution table

2022

Earnings distribution table
2022
ITEMS AMOUNT (NT$)
Undistributed surplus at the beginning of the period
Net profit after tax in 2022
Disposal of equity at fair value through other comprehensive
profit or loss Instrument investment, accumulated profits and
losses are directly transferred to retained earnings
391,958
215,898,519
36,587,894
26,534,272
(27,902,069)
58,520,579
Defined benefit plan re-measurement recognized in retained
earnings
Appropriation of legal reserve
Special reserve reversed
Distributable surplus for the currentperiod 310,031,153
Assign items:
Shareholder dividends-cash dividends on ordinary shares
(NT$ 0.523 per share)

(309,613,343)
Undistributed surplus at the end of theperiod 417,810

Description:

  1. Due to the disposal of equity instrument investments measured at fair value through other comprehensive gains and losses, the accumulated gains and losses were directly transferred to retained earnings, an increase of NT$36,587,894, and the re-measurement of the defined benefit plan was recognized as an increase of NT$26,534,272 in retained earnings.

  2. Shareholder Dividends - Cash dividends for ordinary shares are NT$0.523 per share, totaling NT$309,613,343. The cash dividends are distributed up to NT$ (rounded down below NT$), and the total amount of any odds and ends is included in other income of the company.

  3. Once this case is proposed and passed through the resolution of the (2023) Annual General Meeting of Shareholders, it is proposed to authorize the chairman to make a decision on the base date of dividend distribution.

  4. The Company will affect the number of outstanding shares due to changes in its share capital, which will result in the occurrence of the dividend rate for shareholders. If there is any change, please authorize the chairman to adjust it.

Chairman of the board: Manager: Accountant:

Attachment 7

Sunplus Technology Co., Ltd.

Comparison Table of Amendments to the Operational Procedures for Loaning Funds to Others

Article Content Content Reason for
revision
Before revision After revision
Article 4 Operational Procedures for
Loaning Funds
(1) Due Diligence
Any borrower, when
applying for a loan from the
Company, shall submit an
application in writing with
certain basic business
information and financial
data
to the Company to check
the funding credit.
The finance and accounting
Operational Procedures for
Loaning Funds
(1) Due Diligence
Any borrower, when
applying for a loan from the
Company, shall submit an
application in writing with
certain basic business
information and financial
data
to the Company to check
the funding credit.
The department in
charge inthe Company shall
prepare a report for
extending loans after
checking the borrower’s
business information,
financial data, liquidity to
repay the debt, credibility,
profitability, purpose of
funding, the risk and impact
towards the Company's
operating risk, financial
position and shareholders'
equity.
(2) Safeguards Provision
Before extending the loans,
In line with the
revision of “The
Procedures.”

department ofthe Company
shall prepare a report for
extending loans after
checking the borrower’s
business information,
financial data, liquidity to
repay the debt, credibility,
profitability, purpose of
funding, the risk and impact
towards the Company's
operating risk, financial
position and shareholders'
equity.
(2) Safeguards Provision
Before extending the loans,
Article Content Content Reason for
revision
Before revision After revision
the Board Meeting of the
Company shall refer to the
credit checking the reports
prepared by thefinance and
accounting divisionand
evaluate if the borrower
shall provide promissory
note,
hypothecate the mortgage
on the real estates or
movables, and make
warrants/guarantees in an
amount equivalent to the
loan as collateral for the
funding. If the guarantee
equivalent to the loan for
the borrower is made by
other person or enterprise,
the Company shall check
the regulations and
limitation for making
guarantees for others
provided in the enterprise’s
article of incorporation.
(3) Scope of Empowering
The Company shall make
the loans to the borrowers
with good
creditability and well-
defined purpose of funding
which evaluated by the
finance and accounting
divisionof the Company and
the personnel in
the Board Meeting of the
Company shall refer to the
credit checking the reports
prepared by the
department in charge in the

Companyand evaluate if
the borrower shall provide
promissory note,
hypothecate the mortgage
on the real estates or
movables, and make
warrants/guarantees in an
amount equivalent to the
loan as collateral for the
funding. If the guarantee
equivalent to the loan for
the borrower is made by
other person or enterprise,
the Company shall check
the regulations and
limitation for making
guarantees for others
provided in the enterprise’s
article of incorporation.
(3) Scope of Empowering
The Company shall make
the loans to the borrowers
with good
creditability and well-
defined purpose of funding
which evaluated by the
department in charge in the

Companyand the personnel
in charge in the Company
shall prepare the credit
Article Content Content Reason for
revision
Before revision After revision
charge in the Company shall
prepare the credit checking
reports and condition for
extending loans. The final
decision to making the loans
should be approved and
signed by CEO and
Chairman and resolved by
Board Meeting.
If extending loans is
between the Company and
its parent company
orsubsidiaries, or between
its subsidiaries, the
Chairman shall be
authorized, for a specific
borrowing counterparty,
within a certain monetary
limit
resolved by the Board
Meeting, and within a
period not to exceed one
year, to give loans in
installments or to make a
revolving credit line
available for the
counterparty to draw down.
The authorized limit on
loans extended by the
Company or any of its
subsidiaries to any single
entity shall not exceed 10%
of the net worth on the
most current financial
statements of the lending
checking reports and
condition for extending
loans. The final decision to
making the loans
should be approved and
signed by CEO and
Chairman and resolved by
Board Meeting.
If extending loans is
between the Company and
its parent company
orsubsidiaries, or between
its subsidiaries, the
Chairman shall be
authorized, for a specific
borrowing counterparty,
within a certain monetary
limit
resolved by the Board
Meeting, and within a
period not to exceed one
year, to give loans in
installments or to make a
revolving credit line
available for the
counterparty to draw down.
The authorized limit on
loans extended by the
Company or any of its
subsidiaries to any single
entity shall not exceed 10%
of the net worth on the
most current financial
statements of the lending
company, except making
Article Content Content Reason for
revision
Before revision After revision
company, except making
loans to the foreign
companies in which the
Company holds, directly or
indirectly, 100% of the
voting shares.
"Subsidiary" and "parent
company" as referred to in
these Regulationsshall be as
determined under the
Regulations Governing the
Preparation of Financial
Reports by Securities
Issuers.
Where a public company’s
financial reports are
prepared according to the
International Financial
Reporting Standards, "net
worth" in these Regulations
means the balance sheet
equity attributable to the
owners of
the parent company under
the Regulations Governing
the Preparation of Financial
Reports by Securities
Issuers.
Where the Company has
established the position of
Independent Director,
when it loans funds to
others, it shall take into full
consideration each
Independent Director's
loans to the foreign
companies in which the
Company holds, directly or
indirectly, 100% of the
voting shares.
"Subsidiary" and "parent
company" as referred to in
these Regulationsshall be as
determined under the
Regulations Governing the
Preparation of Financial
Reports by Securities
Issuers.
Where a public company’s
financial reports are
prepared according to the
International Financial
Reporting Standards, "net
worth" in these Regulations
means the balance sheet
equity attributable to the
owners of
the parent company under
the Regulations Governing
the Preparation of Financial
Reports by Securities
Issuers.
Where the Company has
established the position of
Independent Director,
when it loans funds to
others, it shall take into full
consideration each
Independent Director's
opinions; meanwhile
Article Content Content Reason for
revision
Before revision After revision
opinions; meanwhile
Independent Directors'
opinions specifically
expressing assent or dissent
and their reasons for
dissent shall be included in
the minutes of the Board
Meeting.
(4) Memorandum book for
its fund-loaning
activities
The finance and accounting
Independent Directors'
opinions specifically
expressing assent or dissent
and their reasons for
dissent shall be included in
the minutes of the Board
Meeting.
(4) Memorandum book for
its fund-loaning
activities
The department in charge in

the Companyshall prepare
a memorandum book for its
fund-loaning activities and
truthfully record the
following information:
borrower, amount, date of
approval by the board of
directors,
lending/borrowing
date, and matters to be
carefully evaluated. The
Company's internal auditors
shall audit
the operational procedures
for loaning funds to others
and the implementation
thereof no less frequently
than quarterly and prepare
written records accordingly.
They shall promptly notify
the audit committee in
writing of any material
violation

division of the Company
shall prepare a
memorandum book for its
fund-loaning activities and
truthfully record the
following information:
borrower, amount, date of
approval by the board of
directors,
lending/borrowing
date, and matters to be
carefully evaluated. The
Company's internal auditors
shall audit
the operational procedures
for loaning funds to others
and the implementation
thereof no less frequently
than quarterly and prepare
written records accordingly.
They shall promptly notify
the audit committee in
Article Content Content Reason for
revision
Before revision After revision
writing of any material
violation
found.
found.

Attachment 8

Attachment 8 Attachment 8 Attachment 8
SUNPLUS TECHNOLOGY CO. LTD
Dismissal of the list of directors' competitive restrictions
SUNPLUS Director Adjunct Company Adjunct position
Wen-Shiung Jan Champion Microelectronic
CORP.
Independent Director
HIYES INTERNATIONAL Co.,
Ltd.
Director