SUNPLUS - AGM Information 2024 | FinancialReports.eu

Sunplus Technology Co., Ltd. 2024 Annual General Shareholders’ Meeting Meeting Proceeding

I. Time: 9:00a.m., June 12, 2024 (Wednesday)
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: 391,042,614 shares of shares represented by attendance and delegates (including 95,495,992 shares of electronic voting shares ) are 66.45% of the total 588,434,923 shares of the company with voting rights.

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

Audit Committee Convener Tse-Jen Huang

Independent Director Rui-qi Chen

Independent Director Cong-ling Guo

Gwin-Attorneys Corporation Lawyer Shigong Guo

Deloitte Taiwan CPA Allan Yeh

VI. Speech by the Chairman (omitted) VII. PEPORT ITEMS

(1) 2023 Business Report

Explanatory Notes:

The 2023 Business Report is attached hereto as ANNEX 1.

(Shareholder question: None)

(2) Audit Committee’s Review Report

Explanatory Notes:

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

(Shareholder question: None)

RECOGNITION ITEMS

(1) T Adoption of the 2023 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanatory Notes:

Sunplus’ 2023 Financial Statements were audited by independent auditors and approved by the Company’s audit committee and Board Meeting on 2024/03/13.
T he 2023 Business Report, the Independent Auditors’ Report and Financial Statements are attached hereto as ANNEX 1 and ANNEX 3 to 4.

Resolution:

Explanation of voting results: Approval votes are 366,135,979 rights (including electronic voting 70,608,567 rights ). Disapproval votes are 184,891 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 24,721,744 rights (including electronic voting 24,702,534 rights). Approval votes are 93.63% of the total 391,042,614 votes of the attendance shareholders .

(2) Adoption of the Proposal for 2023 Deficit Compensation.

(Proposed by the Board of Directors)

Explanatory Notes:

Because of the losses in 2023, there is no dividend available for distribution this year.
Please refer to Attachment 5 of this manual for the surplus Deficit Compensation statement for the year 2023.

Shareholders speak:

Shareholder account number 117137 asked: About the customer complaint of Eastech Holding

Ltd，whether Sunplus recognized the losses in advance.

Chairman replied:

Sunplus has its own distributors, and there is a contractual relationship between the distributors and customers, and the distributors will handle customer relationships.

Resolution:

Explanation of voting results: Approval votes are 371,127,716 rights (including electronic voting 75,600,304 rights ). Disapproval votes are 209,138rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 19,705,760 rights (including electronic voting 19,686,550 rights ). Approval votes are 94.90% of the total 391,042,614 votes of the attendance shareholders .

ELECTION ITEMS

(1) The re-election proposal for the 13th term of the company’s directors (including independent directors) is submitted for re-election

(Proposed by the Board of Directors)

Explanatory Notes:

(1) The tenth term of the company’s 12th directors (including independent directors) is three years, from July 20, 2021 to the expiration of July 19, 2024. It is proposed to be a shareholder in 2024 The regular meeting re-elected the 13th directors (including independent directors).
(2) According to the company's articles of association, the 13th term of directors intends to elect seven directors (including four independent directors), and all newly elected independent directors will form an audit committee.
(3) The term of office of the 13th term of directors (including four independent directors) is three years, from June 12, 2024 to June 11, 2027, and they are eligible for re-election. The 12th term of directors (including independent directors) will retire from office on June 12, 2024 when the 13th term of directors is elected.
(4) In accordance with Article 18 of the company's articles of association, seven directors (including four independent directors) are to be elected for the twelfth term, and the candidate nomination system is adopted. The company's board of directors was held on May 2, 2024 to review the qualifications of directors (including independent directors) candidates. The qualifications of directors (including independent directors) candidates were approved at the meeting. The relevant information is set out as follows:

Candidate Category	Name	Number of		Reasons for Continuing to Nominate as Independent Director for Three Consecutive Terms
			Major Educational Background
		Shares Held	or Experience

Director			Master's Degree in Electrical Engineering from Tsinghua University; Chairman and CEO of Sunplus TechnologyCo.,Ltd.	Not Applicable
	Chou-Chye	92,737,817
	Huang
Director		10,000	Master's Degree in International Business from National Taiwan University;	Not Applicable
	TAIWAN LAF'
	E CO., LTD
	representative
			Chairman of Advanced Echem
	: Wen-Hsiung
			Materials Company Limited (AEMC)
	Jan
Director	GLOBAL VIEW Co., Ltd.	10,038,049		Not Applicable
			Director of Sunplus Technology
			Co., Ltd.
Director			Master's Degree in Business Administration from National Taipei University; CPA and Director, Jianda Accounting Firm ; Director and President of GLOBAL VIEW Co.,Ltd.	Not Applicable
	Chih-Chieh	0
	Tsai
Independent	Tse-Jen Huang	0	Master's Degree in Finance	Considering Mr. Huang Zeren's expertise in
Director			EMBA Management from

Candidate Category	Name	Number of		Reasons for Continuing to Nominate as Independent Director for Three Consecutive Terms
			Major Educational Background
		Shares Held	or Experience

			National Taiwan University of Science and Technology;	finance and taxation, his
				familiarity with relevant
			Shengxin United Certified	laws, and his experience
			Public Accountants, practicing	in corporate governance, he is deemed to be of
			accountant and managing
			partner.
				significant benefit to our
				company. Therefore, Mr.
				Huang Zeren is nominated to continue serving as an independent director candidate.
	Rui-Qi Chen	0	Bachelor's Degree in Law from	Not applicable
			National Taiwan University
			Master's Degree in Science and
Independent			Digital Learning from the College of Science at National Chiao Tung University Lawyer at WTW International Law Firm
Director
Independent	Cong-Ling Guo	0	Master's Degree in Computer Engineering from Penn State University Wayne Lo - President of BIG Innovation Company,Ltd. CEO	Not applicable
Director
Independent	Shu-Jun Huang	0	EMBA from the Graduate Institute of Business Administration, National Taiwan University	Not applicable
Director
			Master's Degree in Technology
			Management from National Chiao Tung University CHOICE DELIGHTS INCORPORATED Chairman Qisda Corporation Independent Director

(5) Please refer to Appendix Three of this handbook for Election Procedures for Board of Directors (see page 46 for details).
(6) Please proceed with the election.

(Shareholder question: None)

Election result ：

Elected list

Elected list
Job title	ID	NAME	Number of votes
director	1	Chou-Chye Huang	1,148,574,080
director	413741	TAIWAN LAF' E CO., LTD representative : Wen- HsiungJan	238,427,778
director	X120144***	Chih-Chieh Tsai	203,293,063
Independent director	N120030***	Tse-Jen Huang	279,993,099
Independent director	E125031***	Rui-Qi Chen	248,213,170
Independent director	Q120043***	Cong-Ling Guo	244,766,542
Independent director	A221947***	Shu-Jun Huang	208,083,343

DISCUSSION ITEMS

(1) Proposal to Lift Restrictions on Competition for Newly Appointed Directors (including Independent Directors) and their Representatives.

(Proposed by the Board of Directors)

Explanatory Notes:

A. According to Article 209 of the Company Act, directors, when engaging in acts within the scope of the company's business on behalf of themselves or others, shall explain the significant content of their actions to the shareholders' meeting and obtain a resolution of approval from the shareholders' meeting.

B. The directors of this company, due to business needs or investment, may engage in activities involving investment or management in other companies that operate within the same or similar scope of business as this company, as directors or executives. We propose to lift the restrictions on competition for the newly appointed directors (including independent directors) of the 13th term. Please refer to ANNEX 6 of this handbook for the list of individuals for whom the restrictions are proposed to be lifted (see pages 36 to 37). We request the shareholders' meeting to deliberate on this matter.

(Shareholder question: None)

Resolution:

Explanation of voting results: Approval votes are 344,642,984 rights (including electronic voting 49,115,572 rights ). Disapproval votes are 26,550,956 rights (All exercised by electronic vote). Invalid votes are 0. Abstention votes are 19,848,674 rights (including electronic voting 19,829,464 rights ). Approval votes are 88.13% of the total 391,042,614 votes of the attendance shareholders .

EXTEMPORARY MOTIONS

(Shareholder question: None)

MEETING ADJOURNED (AM09:28)

Attachment 1

BUSINESS REPORT

2023 Business Results

Sunplus consolidated net operating revenue totaled NT$5,535 million and the gross profit were NT$2,524 million in 2023. While R&D expense totaled NT$2,040 million and the G&A expenses were NT$512 million, marketing expense were NT$218 million, The net loss was NT$247 million in 2023. Including total non-operating net income NT$161 million, The pre-tax net loss were NT$86 million. Excluding the income tax expense NT$135 million, net loss after tax of the year totaled NT$221 million, the net loss attributable to the owners of the Company were NT$493 million which the Loss per Share after tax for 2023 was NT$0.84.

The consolidated net sales in 2023 decreased 17.45% compared to the same period last year. Gross profit margin is approximately 46%, decreased from 49% in the previous year. The operating net loss in 2023 is NT$247 million compared with the operating net profit of NT$288 million in 2022, a loss increase of 185.92%.

Non-operating revenue decreased from NT$ 594 million in 2022 to NT$ 161 million in 2023, mainly due to the disposal of equity method company interests in 2023, which will decrease by NT$449 million yuan compared with 2022.

The IFRS Consolidated Statement exposes other comprehensive gains and losses in 2023, 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 2023 is NT$88 million. The total comprehensive loss in 2023 was NT$134 million, the total comprehensive loss was attributed to NT$404 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 deeply engaged in automotive chips and intelligent surround sound chips. Automotive chips include intelligent cockpit (IVI, Display Audio), Advanced Driver Assistance Systems (AVM, DMS, ADAS), and in-car acoustics (Auto-EQ, EC/NR). Intelligent surround sound chips include products such as Soundbar, Gaming Soundbar, Party Speaker, and Speakerphone. In addition to the above two categories and audio-visual entertainment systems, Sunplus also offers intelligent computing chips Plus1 suitable for AIoT applications, as well as high-speed interfaces, data converters, and analog IP licensing. In addition to the In-Vehicle Infotainment (IVI) systems, Sunplus has also introduced products that integrate IVI with the dashboard and IVI with Advanced Driver Assistance Systems (ADAS) to enhance the functionality and value of automotive products. For SoundBar, besides incorporating Bluetooth wireless transmission into the product line, Sunplus is also actively promoting PC/Gaming Soundbar. The sales growth of these new products will be the main driver of revenue and profit growth for Sunplus.

The intelligent computing chip Plus1 significantly reduces the development threshold for Edge Computing applications. With the development of a 12-nanometer chip with AI capabilities, it will be the optimal solution for small-scale diversified AIoT startups. Many innovative applications will be commercialized to benefit the public.

Generplus's main product lines include consumer ICs, multimedia ICs, and MCUs. In the consumer IC segment, they have developed a new generation of 4-bit Reduced Instruction Set CPU voice synthesis control ICs and 16-bit voice microcontroller signal processors ICs, providing customers with highperformance and cost-effective voice/music synthesis solutions. In the multimedia product segment, they have developed a 22-nanometer 32-bit high-end multimedia open application platform SoC, which integrates Cortex-A7 CPU, 3D GPU, next-generation deep learning engine, high-speed audio/video interfaces, etc., assisting customers in developing various audiovisual applications such as humanmachine interface platforms and edge computing platforms. In the MCU product segment, they have developed a 55-nanometer 32-bit Flash MCU, which integrates high-bandwidth operational amplifiers and high-speed digital-to-analog converters IP, providing high-performance and cost-effective MCU solutions.

In 2023, 82% of Sunplus Innovation Technology's sales revenue came from built-in cameras related to NB (Notebook) devices, while 18% came from USB external camera devices, dashcams, dashcams, highspeed cameras, IOT, and other related products. Amidst unclear market visibility, the company will continue to improve the efficiency of technology research and development and product development, while continuing to deepen its presence in the AI machine vision field.

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

Looking back at 2023, impacted by global inflation, the US-China trade war, geopolitical tensions, and economic downturn in China, market consumer demand fell short of expectations. Sunplus experienced its first loss in many years amid this significant upheaval. Facing these challenges, apart from providing customers with more cost-effective products to continuously reduce inventory, Sunplus continues to invest in research and development resources. The group will persist in investing in technology and product development, accelerating the development of new products and applications to cope with market competition and establish a competitive advantage.

Looking ahead to 2024, uncertainties such as the duration of the Russia-Ukraine war, the trajectory of global inflation, and the potential recovery of the Chinese economy make economic development fraught with variables and challenges. The bottleneck to industry growth is no longer found in the outsourcing of wafer fabrication or packaging testing, but rather in the demand generated by economic growth. The company will closely monitor changes in the international economic environment, adjust the pace of product development in a timely manner, and adapt to market demand.

Future company development strategy

Sunplus Technology and all entities within the group will continue to deepen their core competencies in various fields, develop new products, and actively invest in advanced technologies to enhance product value and explore new products and markets. By adjusting and optimizing product lines and investments, observing market trends, and actively expanding into new markets, we aim to improve performance both within and outside our core business, thereby accumulating new growth momentum. We hope to turn losses into profits and reward our shareholders for their long-term support.

Chairman of the Board: Manager: Accountant:

Attachment 2

AUDIT COMMITTEE’S REVIEW REPORT

Sunplus’ Board has prepared and submitted the 2023 business report, Financial statements and Resolution for Deficit Compensation, 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 Resolution for Deficit Compensation have been reviewed by this audit committee. According to Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, the Committee hereby submits this report.

Please check

Sincerely

To Sunplus Technology 2024 Annual General Shareholders’ Meeting

Chairman of the Audit Committee: Tse-Jen Huang

March 13, 2024

Attachment 3

SUNPLUS TECHNOLOGY COMPANY LIMITED

Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ 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, 2023 and 2022, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (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, 2023 and 2022, 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 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 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, 2023. 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, 2023 is as follows:

Occurrence of Revenue from Specific Customers

Integrated circuit chip sales accounted for 95% of Sunplus Technology Company Limited’s total revenue. Among them revenue declined in 2023, 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.

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

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.
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 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:

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.
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.
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 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, 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.
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.
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, 2023 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 13, 2024

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.

SUNPLUS TECHNOLOGY COMPANY LIMITED

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (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 (FVTPL) - current (Notes 4 and 7) Trade receivables, net (Notes 4, 5, 9, 21 and 28) Other receivables (Notes 4 and 28) Inventories (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) Financial assets at fair value through other comprehensive income (FVTOCI) - non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 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 (Notes 17 and 30) Lease liabilities - current (Notes 4 and 13) Current portion of long-term bank borrowings (Note 16) Other current liabilities (Notes 18 and 30) 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 (NOTES 4 AND 20) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve (Accumulated deficit) unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2023 Amount % $ 444,895 4 35,087 - 148,866 2 56,327 1 598,840 6 - - 43,124 - 1,327,139 13 658,569 6 91,766 1 7,198,582 70 680,224 7 156,686 2 133,241 1 2,485 - 40,513 - 10,500 - 9,037 - 8,981,603 87 $ 10,308,742 100 $ 8,439 - 63,452 1 5,316 - 270,295 3 351,780 3 699,282 7 929,705 9 159,761 2 34,775 - - - 1,124,241 11 1,823,523 18 5,919,949 57 1,160,931 11 1,898,136 19 180,682 2 (486,919) (5) 1,591,899 16 (124,159) (1) (63,401) (1) 8,485,219 82 $ 10,308,742 100		2022(Restated)
				Amount % $ 446,666 4 59,120 1 185,771 2 83,579 1 977,619 9 43,610 - 54,419 - 1,850,784 17 276,006 3 - - 7,722,878 70 744,972 7 163,350 1 187,370 2 2,485 - 31,993 - 12,343 - 9,095 - 9,150,492 83 $ 11,001,276 100 $ 14,027 - 172,388 2 5,169 - - - 329,998 3 521,582 5 1,000,000 9 165,077 2 46,820 - 5,709 - 1,217,606 11 1,739,188 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 $ 11,001,276 100

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

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 4, 21 and 29) OPERATING COSTS (Notes 10, 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 (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 23) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss (Notes 4, 19 and 20): Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method		2023 Amount % $ 1,132,485 100 826,378 73 306,107 27 86,356 8 182,195 16 1,065,224 94 1,333,775 118 (1,027,668) (91) 4,591 - 55,336 5 147,616 13 (30,260) (3) 357,246 32 534,529 47 (493,139) (44) 8 - (493,147) (44) 4,200 - 61,279 5 50,547 5		2022(Restated)
				Amount % $ 1,381,041 100 920,161 67 460,880 33 98,712 7 211,263 15 1,035,650 75 1,345,625 97 (884,745) (64) 1,800 - 186,254 13 331,430 24 (13,975) (1) 593,311 43 1,098,820 79 214,075 15 194 - 213,881 15 27,762 2 - - (29,155) (2) (Continued)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss (Notes 4 and 20): Exchange differences on translation of the financial statements of foreign operations Share of other comprehensive (loss) income of subsidiaries and associates accounted for using the equity method Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests (LOSS) EARNINGS PER SHARE (Note 24) Diluted earnings per share Basic earnings per share		2023 Amount % $ 12,510 1 (39,826) (3) 88,710 8 $ (404,437) (36) (493,147) (44) - - $ (493,147) (44) (404,437) (36) - - $ (404,437) (36) $ (0.84) $ (0.84)		2022(Restated)
				Amount % $ 81,686 6 29,332 2 109,625 8 $ 323,506 23 215,899 15 (2,018) - $ 213,881 15 325,524 23 (2,018) - $ 323,506 23 $ 0.37 $ 0.37

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

(Concluded)

SUNPLUS TECHNOLOGY COMPANY LIMITED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

	Share Capital Issued	R	etained Earnings	Other Equity Exchange Differences on Translating the Financial Unrealized Gain Statements of (Losses) on Foreign Operations Financial Assets $ (259,512 ) $ 20,309 - - (259,512 ) 20,309 - - - - - - - - - - 12,017 - - - - - - - 111,018 (27,927) 111,018 (27,927) - - - - - (36,588) (136,477 ) (44,206 ) - - - - - - - - - - (26,377 ) - - - - - (27,316) 110,217 (27,316) 110,217 - - $ (190,170) $ 66,011
				Exchange Differences on Translating the Financial Statements of Foreign Operations $ (259,512 ) - (259,512 ) - - - - - 12,017 - - - 111,018 111,018 - - - (136,477 ) - - - - - (26,377 ) - - (27,316) (27,316) - $ (190,170)
		Legal Reserve $ 1,745,279 - 1,745,279 124,955 - - - - - - - - - - - - - 1,870,234 27,902 - - - - - - - - - - $ 1,898,136	Special Reserve $ 261,078 - 261,078 - - (21,875 ) - - - - - - - - - - - 239,203 - - (58,521 ) - - - - - - - - $ 180,682
S	hare (Thousands) 591,995 - 591,995 - - - - - - - - - - - - - - 591,995 - - - - - - - - - - - 591,995

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

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES (Loss) income before income tax Adjustments for: Depreciation expense Amortization expense Net (gain) loss on the fair value change of financial assets at FVTPL Financial costs Interest income Dividends 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 on the transactions with subsidiaries and associates Net loss (gain) on foreign currency exchange Changes in operating assets and liabilities: Decrease in trade receivables Decrease (increase) in other receivables Decrease (increase) in inventories Decrease in other current assets Increase in net defined benefit assets - non-current (Decrease) increase in contract liabilities Decrease in trade payables Increase (decrease) 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 generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at FVTOCI Proceeds from the sale of financial assets at FVTOCI Purchase of financial assets at FVTPL Proceeds from the sale of financial assets at FVTPL Refund of shares through capital reduction of financial assets at FVTPL Acquisition of investments accounted for using equity method Net cash inflow on disposal of subsidiaries Proceeds from disposal of associates Payments for property, plant and equipment	2023 $ (493,139) 193,706 83,842 (94,023) 30,260 (4,591) (2,853) (357,246) (19,485) - 6,009 - (1,388) 3,655 32,391 53,427 378,779 9,068 (8,520) (5,588) (107,937) 33,554 4,200 (265,879) 4,521 466,218 (28,876) (8) 175,976 (15,290) - (284,553) 164,845 120,000 (398,518) 531,454 - (126,154)	2022 $ 214,075 159,068 96,271 207,514 13,975 (1,800) (78,400) (593,311) (73,962) (449,000) 6,826 457 (1,387) (9,515) 80,752 (7,924) (438,295) 20,024 (27,440) 2,067 (122,140) (197,466) 27,762 (1,171,849) 1,804 994,348 (13,124) (3,499) (192,320) - 33,539 (310,784) 392,358 - - 86,000 535,987 (205,872) (Continued)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Decrease (increase) in other financial assets Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES 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 Reduction in non-controlling interests 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	2023 $ - 58 (42,095) 45,453 (4,800) 200,000 - 2,579 (14,619) (5,169) (355,197) - (172,406) (541) (1,771) 446,666 $ 444,895	2022 $ (1,180) 57 (44,516) (19,820) 465,769 1,000,000 (430,000) - (11,071) (4,408) (1,183,990) (19,384) (648,853) 19,056 (356,348) 803,014 $ 446,666

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

(Concluded)

Attachment 4

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

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, 2023 and 2022, 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 material accounting policy information (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, 2023 and 2022, 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 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 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, 2023. 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 matter identified in Sunplus Technology Company Limited and its subsidiaries’ consolidated financial statements for the year ended December 31, 2023 is as follows:

Occurrence of Revenue from Specific Customers

Integrated circuit chip sales accounted for 93% of Sunplus Technology Company Limited and its subsidiaries’ total revenue. Among them revenue declined in 2023, 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 23 to the accompanying consolidated financial statements.

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

We obtained an understanding of the related internal control and operating procedures in Sunplus Technology Company Limited and its subsidiaries’ sales transaction cycle, and we evaluated and confirmed the operating effectiveness of the related internal control and operating procedures.
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 accompanying financial statements of Sunplus Technology Company Limited as of and for the years ended December 31, 2023 and 2022 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, 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:

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 Sunplus Technology Company Limited and its subsidiaries’ internal control.
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 Sunplus Technology Company Limited and its subsidiaries’ 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 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.
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.
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 the group audit. We remain solely responsible for our audit opinion.

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, 2023 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 13, 2024

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.

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

(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, 23 and 33) Other receivables (Notes 4, 9 and 33) Inventories (Notes 4 and 10) Other financial assets - current (Note 17) Other current assets (Notes 17 and 33) 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 12) Property, plant and equipment (Notes 4, 13 and 34) Right-of-use assets (Notes 4 and 14) Investment properties (Notes 4 and 15) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Net defined benefit assets - non-current (Notes 4 and 21) Other financial assets - non-current (Notes 17 and 34) Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Contract liabilities - current (Note 24) Accounts payable (Note 19) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4 and 14) Deferred revenue - current (Notes 4, 20 and 28) Current portion of long-term bank borrowings (Note 18) Other current liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 18) Lease liabilities - non-current (Notes 4 and 14) Deferred revenue - non-current (Notes 4, 20 and 28) Net defined benefit liabilities - non-current (Notes 4 and 21) Guarantee deposits Other liabilities (Note 20) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 22 and 30) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve (Accumulated deficit) unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Notes 4, 12, 22 and 30) Total equity TOTAL		2023 Amount % $ 4,091,218 29 1,062,950 8 805,983 6 70,972 1 1,366,297 10 29,077 - 69,217 - 7,495,714 54 1,693,706 12 379,853 3 898,833 7 1,811,640 13 189,690 1 805,213 6 199,006 1 57,897 - 40,513 - 242,831 2 141,135 1 6,460,317 46 $ 13,956,031 100 $ 27,635 - 29,544 - 331,737 2 154,794 1 7,425 - 1,885 - 270,295 2 891,419 7 1,714,734 12 929,705 7 192,545 2 52,012 - 18,414 - 248,452 2 888 - 1,442,016 11 3,156,750 23 5,919,949 43 1,160,931 8 1,898,136 14 180,682 1 (486,919) (4) 1,591,899 11 (124,159) (1) (63,401) - 8,485,219 61 2,314,062 16 10,799,281 77 $ 13,956,031 100		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

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

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 4, 23 and 33) OPERATING COSTS (Notes 10 and 24) GROSS PROFIT OPERATING EXPENSES (Notes 24 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OTHER OPERATING INCOME AND EXPENSES (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 12, 24, 28 and 33) Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET (LOSS) PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss (Notes 4 and 22): Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income		2023 Amount % $ 5,535,421 100 3,011,176 54 2,524,245 46 218,384 4 512,457 9 2,040,283 37 2,771,124 50 (475) - (247,354) (5) 59,068 1 119,955 2 132,548 3 (41,142) (1) (109,245) (2) 161,184 3 (86,170) (2) 135,103 2 (221,273) (4) 4,215 - 98,531 2		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 - (5,975) - (Continued)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Share of the other comprehensive income (loss) of associates accounted for using the equity method Items that may be reclassified subsequently to profit or loss (Notes 4 and 22): Exchange differences on translation of the financial statements of foreign operations Share of other comprehensive (loss) income of associates accounted for using the equity method Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR NET (LOSS) PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests (LOSS) EARNINGS PER SHARE (Note 26) Basic Diluted		2023 Amount % $ 17,355 - (30,016) - (2,420) - 87,665 2 $ (133,608) (2) $ (493,147) (9) 271,874 5 $ (221,273) (4) $ (404,437) (7) 270,829 5 $ (133,608) (2) $ (0.84) $ (0.84)		2022
				Amount % $ (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

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

(Concluded)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

			Equity Attributable to Owners of the Company
S	hare Capital Issued a	nd Outstanding Amount Capital Surplus $ 5,919,949 $ 1,223,544 - - - - - - - 27,879 - (37,888 ) - - - (922 ) - (22,360 ) - - - - - - - 7,120 - - - - 5,919,949 1,197,373 - - - - - - - 21,249 - (45,584 ) - - - (14,244 ) - - - - - - - 2,137 - - $ 5,919,949 $ 1,160,931	Retained Earnings Unappropriated Equity Directly Earnings Associated with (Accumulated Non-current Assets Legal Reserve Special Reserve Deficit) Held for Sale $ 1,745,279 $ 261,078 $ 1,249,574 $ 21,517 124,955 - (124,955 ) - - (21,875 ) 21,875 - - - (1,146,102 ) - - - - (21,517 ) - - - - - - - - - - - - - - - - - - 215,899 - - - 26,534 - - - 242,433 - - - - - - - - - - - 36,588 - 1,870,234 239,203 279,413 - 27,902 - (27,902 ) - - (58,521 ) 58,521 - - - (309,613 ) - - - - - - - - - - - - - - - - - - - (493,147 ) - - - 5,809 - - - (487,338) - - - - - - - - - $ 1,898,136 $ 180,682 $ (486,919) $ -	Other Equity Unrealized Exchange Gain (Loss) on Differences on Financial Assets at Translating the Fair Value Financial Through Other Statements of Comprehensive Foreign Operations Income Treasury Shares $ (259,512 ) $ 20,309 $ (63,401 ) - - - - - - - - - - - - - - - 12,017 - - - - - - - - - - - 111,018 (27,927) - 111,018 (27,927) - - - - - - - - (36,588) - (136,477 ) (44,206 ) (63,401 ) - - - - - - - - - - - - - - - (26,377 ) - - - - - - - - (27,316) 110,217 - (27,316) 110,217 - - - - - - - $ (190,170) $ 66,011 $ (63,401)

	Share (Thousands) 591,995 - - - - - - - - - - - - - - 591,995 - - - - - - - - - - - - 591,995

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

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES (Loss) income before income tax Adjustments for: Depreciation expense Amortization expense Net (gain) loss on fair value change of financial assets at FVTPL Finance costs Interest income Dividend income Compensation costs of share-based payments Share of loss of associates Gain on disposal of property, plant and equipment Loss on disposal of intangible assets 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 on transactions with associates Net (gain) loss on foreign currency exchange Changes in operating assets and liabilities: Decrease in notes receivable and trade receivables Decrease (increase) in other receivables Decrease (increase) in inventories Decrease in other current assets Increase in net defined benefits assets - non-current (Decrease) increase in contract liabilities Decrease in accounts payables Decrease in deferred revenue Decrease in other current liabilities Increase in net defined benefits liabilities - non-current Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income 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	2023 $ (86,170) 380,370 118,821 (98,133) 41,142 (59,068) (35,892) 19,323 109,245 (183) 658 (19,485) - 6,009 - (1,256) 22,982 51,409 66,602 880,359 28,718 (8,520) (23,893) (80,621) (1,906) (160,832) 4,352 1,154,031 54,509 52,351 (36,908) (124,420) 1,099,563 (15,290) 27,378 (2,181,488)	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) 44,259 (1,475,697) (Continued)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

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 (used in) generated from 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 in other liabilities Cash dividends paid Dividends paid to non-controlling interests Decrease in non-controlling interests 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	2023 $ 1,727,001 (54,043) - - (187,263) 366 - 138 (86,586) 2,178 (767,609) (14,365) 200,000 - 36,993 (60,975) (12,500) - (353,060) (459,643) (3,533) (667,083) (1,572) (336,701) 4,427,919 $ 4,091,218	2022 $ 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

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

(Concluded)

Attachment 5

SUNPLUS TECHNOLOGY CO. LTD

DEFICIT COMPENSATION STATEMENT

YEAR 2023

YEAR 2023
	Unit: New Taiwan Dollar(NTD) AMOUNT 417,810 5,809,084 6,226,894 (493,146,536) 56,523,418 (430,396,224) (430,396,224)
ITEMS	AMOUNT
Beginning retained earnings The remeasurement amount of defined benefit plans recognized in retained earnings Adjusted retained earnings The net loss after tax for the year 2023 Reversal of special surplus reserve as required by law This period's Deficit yet to be compensated The end-of-period accumulated deficit	417,810 5,809,084
	6,226,894 (493,146,536) 56,523,418
	(430,396,224)
	(430,396,224)

Chairman of the board: Manager: Accountant:

Attachment 6

SUNPLUS TECHNOLOGY CO. LTD

List of newly appointed directors (including independent directors) and their representatives released from non-compete restrictions.

Director candidate		Hold concurrent positions
Chou-Chye Huang Director	VENTUREPLUS GROUP INC.	Chairman
	VENTUREPLUS MAURITIUS INC.	Chairman

	VENTUREPLUS CAYMAN INC.	Chairman
	Shanghai Sunplus Technology	Chairman
	Sunplus Venture Capital (Stock) Company	Chairman
	Lingxu Investment Co., Ltd.	Chairman
	Weiyang Investment Co., Ltd.	Chairman
	Sunplus Management Consulting Co., Ltd.	Chairman
	GENERALPLUS INTERNATIONAL (SAMOA) INC.	Chairman
	Sunplus Innovation Technology	Chairman
	GENERALPLUS (MAURITIUS) INC.	Chairman
	Lingjia Technology (Shenzhen) Co., Ltd.	Chairman
	Sunplus mMedia Technology	Chairman and General Manager
	Sunplus Prof-tek Technology	Chairman
	Sunmedia Technology	Chairman
	Generalplus Technology	Chairman
	Sunplus Ehue Technology	Chairman
	Jumplux Technology	Chairman and General Manager
	AWARD GLORY LTD.	Chairman
	SUNNY FANCY LTD.	Chairman
	GLOBAL VIEW Co., Ltd.	Chairman
	iCatch Technology	Director
	GIANT ROCK INC.	Chairman
	Chongqing CQPlus1 Technology	Chairman
	WORLDPLUS HOLDINGS L.L.C	General Manager
	GlintMed Innovation Co., Ltd.	Chairman
	Worldplus Technology (Shen Zhen)Co.,Ltd.	Chairman
	Shanghai Beyond Technology Co., Ltd.	Chairman
	Shanghai Joyhorn Technology Co., Ltd.	Chairman

Director candidate	Serve concurrently in the company	Hold concurrent positions
	WiSilicon Innovation Co.	Director
Wen-Hsiung Jan Director	iCatch Technology	Director
	ABILITY ENTERPRISE CO., LTD	Director
	BIOSTAR MICROTECH INTERNATIONAL CORP.	Independent Director
	Advanced Echem Materials Company Limited	Chairman
	NIEN HSING TEXTILE CO., LTD.	Independent Director
	OLEADER TECHNOLOGY CO., LTD.	Director
(TAIWAN LAF' E CO., LTD Representative)	Xinying Materials Trading (Guangzhou) Co., Ltd.	Director
	Yanwen Asset Management Consulting (Ltd.)	Director
	Champion Microelectronic Corp.	Independent Director
	Hiyes International Co., Ltd	Director
	ECS ELITEGROUP Co., Ltd	Independent Director
	SweeGen Biotech Corporation	Director
Chih-Chieh Tsai Director	GLOBAL VIEW Co., Ltd.	Director and President
	Jie Deng Co., Ltd.	Chairman
	Oneness Green Technology Co.,Ltd.	Chairman
	Silergy Corp.	Independent Director
	Success Prime Corp.	Independent Director
	Nishoku Technology Inc.	Independent Director
	Taifu International Network CO., Ltd.	Supervisor
Ze-Ren Huang Independent Director	GenMont Biotech Incorporation	Independent Director、 Audit Committee Member、 Compensation Committee Member
	SUN FON CONSTRUCTION CO., LTD.	Independent Director~~、~~ Audit Committee Member、 Compensation Committee Member
	Playsee Inc.	Director
Rui-Qi Chen Independent	iCATCH INC.	Independent Director
	Huachuang Financial Consultants (Ltd.) Company	Chairman
Director
Shu-Jun Huang Independent Director	CHOICE DELIGHTS INCORPORATED	Chairman
	Sensortek Technology Ltd.	Independent Director
	Qisda Technology Ltd.	Independent Director
	Zero One Tech.	Independent Director
	Auras Technology Co., Ltd.	Director

AI assistant

SUNPLUS — AGM Information 2024

52056_rns_2024-06-24_0c4b22ab-d354-45a8-a4d9-37a4866e2c07.pdf

Sunplus Technology Co., Ltd. 2024 Annual General Shareholders’ Meeting Meeting Proceeding

(1) 2023 Business Report

Explanatory Notes:

(2) Audit Committee’s Review Report

Explanatory Notes:

RECOGNITION ITEMS

(1) T Adoption of the 2023 Business Report and Financial Statements.

Explanatory Notes:

Resolution:

(2) Adoption of the Proposal for 2023 Deficit Compensation.

Explanatory Notes:

Shareholders speak:

Resolution:

ELECTION ITEMS

Explanatory Notes:

DISCUSSION ITEMS

(1) Proposal to Lift Restrictions on Competition for Newly Appointed Directors (including Independent Directors) and their Representatives.

(Proposed by the Board of Directors)

Explanatory Notes:

Resolution:

EXTEMPORARY MOTIONS

MEETING ADJOURNED (AM09:28)

BUSINESS REPORT

2023 Business Results

PRODUCTS R&D, TECHNOLOGIES AND OUTLOOK

EXTERNAL COMPETITION, REGULATIONS, AND OVERALL ECONOMIC ENVIRONMENT

Future company development strategy

AUDIT COMMITTEE’S REVIEW REPORT

SUNPLUS TECHNOLOGY COMPANY LIMITED

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Revenue from Specific Customers

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

Auditors’ Responsibilities for the Audit of the Financial Statements

SUNPLUS TECHNOLOGY COMPANY LIMITED

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY COMPANY LIMITED

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Revenue from Specific Customers

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY CO. LTD

DEFICIT COMPENSATION STATEMENT

YEAR 2023

SUNPLUS TECHNOLOGY CO. LTD

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SUNPLUS AGM Information 2024