Silicon Motion Technology Corporation
Annual Report 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
‘
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
È
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
‘
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
‘
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: N/A
For the transition period from
to
Commission file number: 000-51380
Silicon Motion Technology Corporation
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
Flat C, 19/F, Wing Cheong Commercial Building
Nos 19-25 Jervois Street, Hong Kong Island
Hong Kong
Tel: +852 2307 4768
(Address of principal executive offices)
Jason Tsai, Chief Financial Officer
Tel: +1 408 519 7200 / Fax: +1 408 519 7101
690 N. McCarthy Blvd., Suite 200
Milpitas, California 95035, USA
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary shares, US$0.01 par value per share *
American Depositary Shares, each representing
four ordinary shares
SIMO
Nasdaq Global Select Market
* Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of American Depositary Shares, or ADSs, each
representing four ordinary shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities registered or to be registered pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
annual report: 134,764,480 ordinary shares, US$0.01 par value per share, as of December 31, 2024.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes È
No ‘
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.
Yes ‘
No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes È
No ‘
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files.
Yes È
No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
È
Accelerated filer
‘
Non-accelerated filer
‘
Emerging growth company
‘
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to
Section 13(a) of the Exchange Act. ‘
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. È
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ‘
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ‘
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP È
International Financial Reporting Standards as issued
by the International Accounting Standards Board ‘
Other ‘
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow. ‘ Item 17 ‘ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act):
Yes ‘
No È

TABLE OF CONTENTS
PART I
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS . . . . . . . . . . . . . . . . . . . .
3
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
ITEM 3.
KEY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
ITEM 4.
INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
ITEM 4A.
UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . .
49
ITEM 8.
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
ITEM 9.
THE OFFER AND LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
ITEM 10.
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . .
56
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . . .
57
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES . . . . . . . . . . . . . . . . . . . . . . . . . .
59
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
ITEM 15.
CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
ITEM 16.
[RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
ITEM 16B.
CODE OF ETHICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES . . . . . . . . . . . . . . .
62
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS . . . . . .
62
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
ITEM 16G.
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
ITEM 16H.
MINE SAFETY DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS . . . . . . . .
62
ITEM 16J.
INSIDER TRADING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
ITEM 16K.
CYBERSECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
ITEM 17.
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
ITEM 18.
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
ITEM 19.
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
i

EXPLANATORY NOTE
Unless otherwise indicated, references in this annual report on Form 20-F (this “annual report”) to:
•
“ADRs” are to the American depositary receipts that evidence our ADSs;
•
“ADSs” are to our American depositary shares, each of which represents four of our ordinary shares;
•
“CAGR” is to compound annual growth rate;
•
“China” or “PRC” are to the People’s Republic of China, excluding the special administrative regions
of Hong Kong and Macau;
•
“Korea” is to the Republic of Korea, or South Korea;
•
“Nasdaq” is to the Nasdaq Global Select Stock Market;
•
“NT dollar,” “NT dollars” or “NT$” are to New Taiwan dollars, the legal currency of Taiwan;
•
“ROC” or “Taiwan” are to the Republic of China, the official name of Taiwan;
•
“SEC” is to the U.S. Securities and Exchange Commission;
•
“shares” or “ordinary shares” are to our ordinary shares, US$0.01 par value per share;
•
“U.S. GAAP” is to generally accepted accounting principles in the United States;
•
“U.S. dollar,” “U.S. dollars” or “US$” are to United States dollars, the legal currency of the United
States; and
•
“we,” “us,” “our company,” the “Company,” “our,” “SMTC” and “Silicon Motion” are to Silicon
Motion Technology Corporation and its subsidiaries.
“Silicon Motion” and its logo (a three-dimensional cube depiction of the letters “SM”), “NANDSustain,”
“NANDXtend,” “SSDLifeGuard,” “SSDLifeSaver,” “TurboMLC,” “FerriSSD,” “Ferri-eMMC,” “Ferri-UFS,”
the powered by SiliconMotion logo, “InstantView,” “MonTitan,” the MonTitan logo, the Shannon Systems logo,
“PCIe-RAID,” “DIRECT-IO,” “Hyper-IO,” “Bigtera,” the Bigtera logo, “VirtualStor,” “CloudStor,” and
“StorVisor” are our trademarks or registered trademarks. We may also refer to trademarks of other corporations
and organizations in this annual report.
Unless otherwise indicated, our financial information presented in this annual report has been prepared in
accordance with U.S. GAAP.
1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These forward-
looking statements include statements regarding our financial position; our expectations concerning future
operations, margins, profitability, liquidity and capital resources; our business strategy and other plans and
objectives for future operations; the outcome of arbitration related to the Transaction (as defined under Item 4,
“Information on the Company”); and all other statements that are not historical facts. In some cases, you can
identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “potential,” and similar expressions.
Although we believe that these statements are based on reasonable assumptions, they are subject to numerous
factors, risks and uncertainties, including, but are not limited to, those identified under “Risk Factors” and
elsewhere in this annual report that could cause actual results and performance to be materially different from
those described or implied in these forward-looking statements. Given these factors, risks and uncertainties, you
should not place undue reliance on these forward-looking statements. Also, these forward-looking statements
represent our estimates and assumptions only as of the date of this annual report. Except as required by law, we
assume no obligation to update these forward-looking statements, even if new information becomes available in
the future.
2

PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
KEY INFORMATION
A.
[Reserved]
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
Our business, operations and financial results are subject to various risks and uncertainties, including those
described below, that could adversely affect our business, financial condition, results of operations and cash
flows and lead to a decline in the trading price of our ADSs. You should carefully consider the risks described
below before making an investment decision. The risks described below do not identify all risks that we face.
Our operations could also be affected by factors that are not presently known to us or that we currently consider
to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results
may not be a reliable indicator of future performance and historical trends should not be used to anticipate results
or trends in future periods. You should also refer to the other information set forth in this annual report, including
in our consolidated financial statements.
Summary of Risk Factors
Below is a summary of the principal risks we face, followed by a more detailed description of the risk
factors being set forth in summary fashion.
Risks Related to our Business
•
Our results of operations are subject to substantial quarterly and annual fluctuations due to several
factors that could adversely affect our business and the price of our ADSs.
•
We are subject to the cyclical nature of the semiconductor industry, which has been subject to
significant fluctuations.
•
Our profitability depends on our ability to respond to rapid technological changes in the semiconductor
industry.
•
The demand for our products depends in part on the market conditions for the end-use applications of
our products. Fluctuations in demand for our products or a market decline in any of these industries
could have a material adverse effect on our results of operations.
3

•
We depend on a few large customers for a significant portion of our revenues and a loss of some of
these customers would result in the loss of a significant portion of our revenues.
•
Our international operations involve inherent risks, which could result in harm to our business and
materially impair our future growth, including factors such as government trade restrictions, entity list
restrictions, sanctions, tariffs and quotas.
•
NAND industry cyclicality could adversely affect our growth and profitability.
•
If we fail to accurately anticipate and respond to market trends or fail to develop and introduce new or
enhanced products to address these trends on a timely basis, our ability to attract and retain customers
could be impaired and our competitive position could be harmed.
•
Our gross margin and results of operations may be adversely affected in the future by multiple factors,
including decreases in average selling prices of products over time, increased raw material costs, higher
manufacturing costs, and shifts in our product mix.
•
Our solid-state drive (“SSD”) solutions product performance could continue to adversely affect our
results of operations.
•
We rely on independent semiconductor foundries and subcontractors for the fabrication, assembly and
testing of our integrated circuits (“ICs”), and any limitation of their available capacity to us or failure to
fulfill our orders satisfactorily could damage our relationships with our customers, decrease our sales
or limit our ability to grow our business.
•
Failure to protect our intellectual property or maintain the rights to certain other technologies may
negatively impact our ability to compete.
•
Failure to successfully defend against intellectual property lawsuits brought against us may adversely
affect our business.
•
Our products must meet exacting specifications and undetected defects and failures may occur, which
may cause customers to return or stop buying our products and may expose us to product liability risk
and risks of indemnification against defects in our products.
•
We rely on third parties to provide services necessary for the operation of our business. Any failure of
one or more of our vendors, suppliers or manufacturers to provide these services could have a material
adverse effect on our business.
•
The constant growth and development of technology, including the increased use of artificial
intelligence (“AI”), presents risks and challenges to our operations that could give rise to legal or
regulatory action, damage our reputation or otherwise materially harm our business.
•
Our business, financial condition and results of operations could be adversely impacted by the political
and economic conditions of the countries in which we conduct business and operate and in which our
products are used and sold.
•
We face substantial risks associated with doing business in Taiwan because of tense regional
geopolitical risk with China.
•
The enactment of legislation implementing changes in the taxation of international business activities,
the adoption of other tax reform policies or changes in tax legislation or policies could materially
impact our financial position and results of operations.
Risks Relating to Our Corporate Structure and Governance
•
The loss of any of our key personnel or the failure to attract or retain specialized technical or
management personnel could impair our ability to grow our business.
4

•
Any failure to achieve and maintain effective internal controls could have a material adverse effect on
our business, results of operations and the market price of our ADSs.
•
Our business is subject to various governmental regulations, and compliance with these regulations
may cause us to incur significant expense.
Risks Related to the ADSs
•
Our stock price has been, and may continue to be, volatile, which could result in investors losing all or
part of their investments.
•
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we
are exempt from certain provisions applicable to United States domestic public companies.
•
We may lose our foreign private issuer status in the future, which could result in significant additional
costs and expenses to us.
•
If we are characterized as a passive foreign investment company, U.S. holders of our ADSs may
experience adverse tax consequences.
•
Holders of our ordinary shares and ADSs may experience dilution if we issue restricted stock units or
other forms of Company equity to employees or sell additional equity or equity-linked securities.
Risks Related to our Business
Our results of operations are subject to substantial quarterly and annual fluctuations due to several factors
that could adversely affect our business and the price of our ADSs.
Our operating results have fluctuated in the past and are likely to fluctuate in the future. These fluctuations
may occur on a quarterly and on an annual basis and are due to several factors, many of which are beyond our
control, including, but not limited to:
•
business conditions, including downturns in market segments, such as the computing and mobile
markets, in which we operate, or in global and regional economies;
•
the availability and pricing of third-party semiconductor foundry, assembly, packaging and testing
services, including their yield, and related raw materials;
•
significant reduction, changes in timing or cancellation of customer orders;
•
regional and global inflationary pressures;
•
changes in our customers’ sales outlook, purchasing patterns and inventory adjustments;
•
the loss of a design-win or key customer;
•
competitive and pricing pressures, including new product introductions and other actions taken by
competitors;
•
availability and cost of NAND flash used in our and our customer’s products;
•
changes in our product mix, especially relating to the sales and changes in cost of our NAND flash
controllers and SSD solutions, and their effect on our gross margin;
•
the unpredictable consequences of public health emergencies, such as pandemics and natural or
man-made disasters;
•
inventory impairment uncertainties relating to the effects of volatile NAND flash price and excess
inventory;
•
our ability to develop, market and transition to volume production of new or enhanced products in a
cost-effective and timely manner;
5

•
changes in the timing and number of tape-outs and other significant research and development
(“R&D”) expenses;
•
the imposition of tariffs and the threat of increased or retaliatory tariffs;
•
competitive pressure to attract, retain and motivate a highly skilled workforce, including R&D
personnel;
•
intellectual property disputes; and
•
changes in our effective tax rate.
These and other factors make it difficult for us to forecast and could materially adversely affect our
quarterly or annual operating results. We could fail to achieve the operating targets that we have announced, such
as revenue growth, gross margin, and operating margin. In addition, our operating results in the future may be
below the expectations of securities analysts or investors, which would likely cause the market price of our ADSs
to decline. Any variations in our period-to-period performance may also cause the market price of our ADSs to
decline. Accordingly, you should not rely on the results of any prior periods as a reliable indicator of our future
operating performance.
We are subject to the cyclical nature of the semiconductor industry, which has been subject to significant
fluctuations.
The semiconductor industry is highly cyclical and is characterized by constant and rapid technological
change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and wide
fluctuations in product supply and demand. The industry has experienced significant fluctuations, often
connected with, or in anticipation of, maturing product cycles and new product introductions of both
semiconductor companies’ and their customers’ products and fluctuations in general economic conditions.
Deteriorating general worldwide economic conditions, including reduced economic activity, increasing tariffs,
escalating trade wars, geopolitical risks, concerns about credit and inflation, increased interest rates, increased
energy costs, decreased consumer confidence, reduced corporate profits, decreased spending and similar adverse
business conditions, would make it very difficult for our customers, our suppliers, and us to accurately forecast
and plan future business activities and could cause U.S. and foreign businesses to slow spending on our products.
We cannot predict the timing, strength, or duration of any economic slowdown or economic recovery. If the
economy or markets in which we operate deteriorate, our business, financial condition, and results of operations
would likely be materially and adversely affected.
Downturns have been characterized by diminished product demand, production overcapacity, high inventory
levels and accelerated erosion of average selling prices. Upturns have been characterized by increased product
demand and production capacity constraints created by increased competition for access to third-party foundry,
assembly and test capacity. We are dependent on the availability of such capacity to manufacture, assemble and
test our products. None of our third-party foundry, assembly or test subcontractors have provided assurances that
adequate capacity will always be available to us.
Inflation and inflationary pressures as well as fluctuations in interest rates could have an adverse effect on
our business, financial condition, results of operations and cash flows.
Increasing or high inflation rates could adversely affect our business by increasing the cost of raw materials,
energy, labor and transportation of goods. Current or future efforts by governments in locations where we operate
to stimulate the economy may increase the risk of significant inflation. In the event of an increase in rates of
inflation, we may seek to increase the sales prices of our solutions to maintain satisfactory profits. Such increases
in prices may not be accepted by our customers and may not be sufficient to compensate us for the negative
impact of inflation. Inflation might also reduce disposable income on a macro basis, eroding savings values,
which could affect the demand for products that contain our solutions. High inflation rates may also result in
6

unexpected and unbudgeted cost increases and may require changes to our planned investments. If we are not
able to offset the effects of increased inflation, it could have a negative effect on our business, financial
condition, results of operations and cash flows.
As a result of inflationary pressure and macroeconomic instability, various governments may adopt
monetary policies that will lead to higher interest rates. Higher interest rates may adversely affect our financing
costs, including the costs of our current debt and leasing payments. There is no assurance that we will be able to
effectively mitigate the interest rate risk, even after utilizing certain financing instruments. Further, in higher
interest rate environments, our customers may reduce their overall investment in product development by cutting
their capital expenditures and R&D expenses. Such reductions in capital expenditures and R&D expenses by our
customers may reduce the amount of business that we receive from them and adversely affect our results of
operations.
We are subject to order and shipment uncertainties and our results of operations could be materially
adversely affected if we are unable to accurately forecast customer demand.
We have limited sales visibility as our customers typically do not provide us with firm, long-term purchase
commitments. Additionally, our customers may have limited sales visibility due to the rapidly changing nature of
the global economy, NAND supply and demand dynamics and the markets in which devices using our products
are sold.
Substantially all our sales are made on a purchase order basis, which permits our customers to cancel,
change or delay their product purchase commitments with little or no notice to us and often without penalty to
them, which limits our ability to accurately forecast sales and maintain adequate inventory levels, manufacturing
capacity and operating infrastructure requirements. Our customers, most of whom are NAND flash makers and
module makers, face difficulties in predicting demand for their storage devices using our products, which could
result in the procurement forecast provided to us changing at short notice. The majority of our customers are
building storage devices such as SSDs used in (i) personal computers (“PCs”) and other client devices,
(ii) embedded MultiMediaCard (“eMMC”), (iii) universal flash storage (“UFS”), and (iv) mobile embedded
storage used primarily in smartphones and other smart devices and are dependent on original equipment
manufacturers (“OEMs”) of these devices accurately anticipating end-consumer demand, which has historically
been difficult and subject to unpredictable deviations from past sales patterns. Also, since a significant portion of
our quarterly sales, especially from module maker customers targeting channel markets, are from orders received
and fulfilled in that quarter, our visibility as to expected orders from these customers in subsequent periods and
for any extended period of time is limited. The multiple layers of forecasts from other customers and from their
customers may introduce other errors into our estimates of anticipated sales.
To ensure the availability of our products for our customers, we generally instruct our foundries to begin
manufacturing our products based on forecasts provided by these customers in advance of receiving purchase
orders. However, these forecasts do not represent binding purchase commitments, and sales of our products are
only recognized when they are shipped with ownership transferred to the customer. As a result, we incur
inventory and manufacturing costs in advance of anticipated revenue. Because demand for our products may not
materialize, manufacturing based on forecasts subjects us to risks of high inventory carrying costs and increased
obsolescence and may increase our costs. If we overestimate customer demand for our products or if purchase
orders are cancelled or shipments delayed, we may end up with excess or obsolete inventory, which could have a
material and adverse effect on our financial results. The risk of obsolescence and/or excess inventory is
heightened for devices designed for consumer electronics due to short product lifecycles for these types of
products. Conversely, if we underestimate demand or if insufficient manufacturing capacity is available, we may
not have sufficient product inventory, which could lead to missed revenue opportunities, loss of market share,
damages to our customer relationships and other harm to our business. In addition, any future significant
cancellations or deferrals of product orders or the return of previously sold products could materially and
adversely affect our profit margins, increase product obsolescence and restrict our ability to fund our operations.
7

Because many of our expenses are fixed in the short-term or are incurred in advance of anticipated sales, we
may not be able to decrease our expenses in a timely manner to offset any shortfall of sales, or expand our R&D
and other operating infrastructure in a timely manner to capture anticipated business opportunities. If we expand
our business operations and demand for our products does not increase as we may have projected, our operating
results could be affected by our higher operating expense levels. Conversely, if we maintain or reduce our
business operations and related expenses in accordance with our projections and demand for our products
increases more than expected, our operating results could be affected by lost business opportunities, less
competitive economies of scale, and damaged relationships with our customers.
Our profitability depends on our ability to respond to rapid technological changes in the semiconductor
industry.
The semiconductor industry is characterized by rapid increases in the diversity and complexity of
semiconductors. As a result, we expect that we will need to continually offer more sophisticated packaging and
testing technologies and processes to respond to competitive industry conditions and customer requirements.
We dedicate substantial efforts to R&D and continue to develop new products in anticipation of future
demand. However, there is no assurance that the launch of any new product will be successful or that we will be
able to produce enough of these products to meet market demand. If we fail to develop, or obtain access to,
advanced technologies or processes or respond effectively to industry developments, we may become less
competitive and less profitable. In addition, advances in technology typically lead to declining average selling
prices for semiconductors packaged or tested with older technologies or processes. As a result, if we cannot
reduce the costs associated with our services, the profitability of a given service and our overall profitability may
decrease over time.
The demand for our products depends in part on the market conditions for the end-use applications of our
products. Fluctuations in demand for our products or a market decline in any of these industries could have
a material adverse effect on our results of operations.
Industry-wide fluctuations in the PC and smartphone markets could have a material adverse effect on our
operating results. A large portion of our controller sales are for the PC and smartphone markets, both of which
are mature and have experienced flat-to-declining sales trends because of market saturation and longer
replacement cycles.
When a significant majority of PCs and client devices have adopted SSDs and smartphones and tablets have
adopted UFS, we expect growth in demand for controllers for client SSDs and UFS will decelerate and
eventually stop. Smartphones and tablets have in recent years cannibalized the sale of PCs and it is possible
smartphones and tablets could be replaced by other types of mobile computing and communications devices, and
these changes could also lead to unfavorable demand for our products.
The market for storage devices using NAND flash components has experienced rapid technological
changes, could be subject to industry consolidation and could face competition from new technologies. NAND
flash technology will continue to evolve rapidly with continued cost reductions, which could lead to new types of
solid-state storage devices, new applications and new categories of customers and market segments where we
could be comparatively disadvantaged. The market for solid-state storage devices is relatively fragmented with
many suppliers that include NAND flash makers, module makers and OEMs, and if the market were to
consolidate, a trend experienced by other parts of the semiconductor and storage industries, we could face
changing demand for our products, replacement of our products by those of our competitors or internal captive
sources and reduced market opportunities. If solid state storage devices were to use other types of non-volatile
memory technologies other than NAND flash and we do not have relevant and competitive controller technology,
our addressable market for controllers could shrink.
8

The market for controllers is composed of the merchant market and captive market. We are an independent
merchant supplier of controllers to NAND flash maker, module maker and OEM customers. All the major
NAND flash makers also have internal captive sources of controllers. The merchant market for controllers could
shrink if the NAND flash makers were to expand their usage of captive sources of controllers. In the past, our
operating results were negatively affected when NAND flash customers chose to insource controllers.
We may pursue acquisitions, investments and dispositions, which could adversely affect our results of
operations. Further, we may not be successful in pursuing mergers and acquisitions. Any mergers or
acquisitions we make may lead to a diversion of management resources.
Our growth strategy includes the acquisition of, and investment in, businesses that offer complementary
products, services and technologies, augment our market coverage, or enhance our technological capabilities. Our
investments over the last decade, include Kinara (previously known as Deep Vision, Inc.), BIWIN Storage
Technology Corp. (referred to herein as “BIWIN”), and Shenzhen Techwinsemi Technology Co. (referred to
herein as “TWSC”). In the future, we may not be able to identify suitable acquisition or investment opportunities,
or to consummate any such transactions. In pursuing such acquisitions or investment opportunities, we may face
competition from other companies in the semiconductor industry. In addition, our original estimates and
assumptions used in assessing any transaction may be inaccurate and we may not realize the expected financial
or strategic benefits of any such transaction.
Any acquisition we may undertake involves risks and uncertainties, such as unexpected delays, challenges
and related expenses, and the associated diversion of management’s attention. We may become subject to legal
proceedings relating to the acquisition and the integration of acquired businesses may not be successful. The
integration of an acquired business involves significant challenges, including, among others: potential disruption
of our business, diversion of management’s attention from daily operations and the pursuit of other opportunities,
incurring significant restructuring charges and amortization expense, assuming liabilities and ongoing lawsuits,
potential impairment of acquired goodwill and other intangible assets, increasing our expenses and working
capital requirements, and implementing our management information systems, operating systems and internal
controls for the acquired operations. In addition, our due diligence process may fail to identify significant issues
with the acquired company’s products, financial disclosures, accounting practices, legal, tax and other
contingencies and compliance with local laws and regulations. These difficulties may be complicated by factors
such as the size of the business or entity acquired, geographic and cultural differences, lack of experience
operating in the industry or geographic markets of the acquired business, potential loss of key employees and
customers, the potential for deficiencies in internal controls at the acquired or combined business, performance
problems with the acquired business’ technology, exposure to unanticipated liabilities of the acquired business,
insufficient revenue to offset increased expenses associated with the acquisition, adverse tax consequences and
our potential inability to achieve the growth prospects or synergies expected from any such acquisition. Failure to
manage and successfully integrate the acquisitions we make, or to improve sales and margins of the acquired
businesses, could materially harm our business, operating results and margins.
Any future acquisitions we make may require debt or equity financing, which, in the case of debt financing,
would increase our leverage and interest expenses, and in the case of equity financing, would be dilutive to our
existing stockholders. As it relates to debt financing, we may not obtain financing on terms and conditions that
are favorable to us, or at all. Acquisitions made with cash would reduce our cash reserves.
From time to time, we may also seek to divest or wind down portions of our business, either acquired or
otherwise, or we may exit investments, each of which could materially affect our cash flows and results of
operations. In addition, any such disposition could result in disruptions to other parts of our business, potential
loss of employees or customers, or exposure to unanticipated liabilities or ongoing obligations to us following
any such disposition. For example, in connection with such disposition, we may enter into transition services
agreements or agree to provide certain indemnities to the purchaser, which may result in additional expenses and
may adversely affect our financial condition and results of operations.
9

We depend on a few large customers for a significant portion of our revenues and a loss of some of these
customers would result in the loss of a significant portion of our revenues.
We derived a substantial portion of our revenue from sales to a relatively small number of customers. As a
result, the loss of any significant customer could materially and adversely affect our financial condition and
results of operations. Sales to our five largest customers represented approximately 67%, 61% and 66% of our
net revenue in 2022, 2023 and 2024, respectively. Sales to our customers constituting more than 10% of our net
revenue represented, in the aggregate, 45%, 45% and 57% of our net revenue in 2022, 2023 and 2024,
respectively. Our customers constituting more than 10% of our net revenue were (i) Micron and SK Hynix in
2022, (ii) Micron, SK Hynix and AFASTOR in 2023 and (iii) Micron, Kioxia, PHISEMI and AFASTOR in
2024. The identities of our largest customers and their respective contributions to our net revenue have varied
and will likely continue to vary from period to period.
We expect that we will continue to depend on a relatively limited number of customers for a substantial
portion of our net sales and our ability to maintain good relationships with these customers will be important to
the ongoing success of our business. We cannot assure you that revenues generated from these customers,
individually or in the aggregate, will reach or exceed historical levels in any future period. Our failure to meet the
demands of these customers could lead to cancellation or reduction of businesses from these customers. In
addition, any loss, cancellation or reduction of businesses from, significant change in scheduled deliveries to, or
decrease in the prices of products sold to any of these customers could significantly reduce our revenues and
adversely affect our financial condition and operating results. Moreover, any difficulty in collecting outstanding
amounts due from our customers particularly customers who place large orders, would harm our financial
performance. In addition, if our relationships with our largest customers are disrupted for any reason, it could
have a significant impact on our business.
Our international operations involve inherent risks which could result in harm to our business and
materially impair our future growth, including factors such as government trade restrictions, entity list
restrictions, sanctions, tariffs and quotas.
The majority of our products are marketed and sold around the world, including primarily in Taiwan, China,
Singapore, and the United States, and our corporate operations are primarily located in Taiwan. Two outside
foundries, primarily Taiwan Semiconductor Manufacturing Company (“TSMC”), and secondarily Semiconductor
Manufacturing International Corporation (“SMIC”), fabricate our semiconductors. Accordingly, we are subject to
the risks generally associated with global trade and doing business abroad, which include foreign laws and
regulations, varying consumer preferences across geographic regions, political unrest, disruptions or delays in
cross-border shipments and changes in economic conditions in countries in which our products are manufactured
or where we sell products.
In addition, our business, financial position, results of operations, cash flows or prospects could be
materially, adversely affected by changes in tariffs, trade agreements, trade sanctions or other trade restrictions
imposed or agreed to by governments. Trade restrictions, including withdrawal from or modification of existing
trade agreements, negotiation of new trade agreements, and imposition of new (and retaliatory) tariffs against
certain countries or covering certain products have the potential to adversely impact demand for our products,
our costs, customers, suppliers and/or the U.S. or foreign economies or certain sectors thereof in which we
compete, and impair our ability to expand our business by offering new technologies and products. The Trump
administration has imposed and/or increased tariffs on imported goods from several geographic regions,
including certain East Asian nations where we operate. The imposition of such tariffs and the threat of additional
increases and/or retaliatory tariffs may strain international trade relations or impact our costs. It remains unclear
what, and the timing of, future actions may be taken by the U.S. federal government or other governments with
respect to international trade agreements, the imposition or removal of tariffs on goods imported into or exported
from the U.S., the creation or removal of barriers to trade, tax policy related to international commerce, or other
trade matters, and the impact of those actions on the cost of products we purchase and sell. Trade restrictions, and
10

changes in or uncertainty surrounding global trade policies, may adversely impact our competitive position,
businesses, financial condition, results of operations and cash flows. See “We face substantial risks associated
with doing business in Taiwan because of tense regional geopolitical risk with China” below. This includes, for
example, packaging, product content, labor and international trade regulations, such as the U.S. Export
Administration Regulations and sanctions against Huawei and other companies, and applicable executive orders.
These laws, regulations and orders are complex, change frequently and with limited notice, have generally
become more stringent over time and have intensified as U.S.-China geopolitical tensions worsen. Any changes
to or the addition of companies and entities that are subject to the U.S. Export Administration Regulations and
international trade regulations could have a significant impact to our revenue and growth. In addition, if our
customers fail to comply with these regulations and laws, we may be required to suspend sales to these
customers, which could damage our reputation and negatively impact our results of operations.
Also, disease outbreaks, pandemics, terrorist acts and political or military conflicts have increased the risks
of doing business globally. These factors, among others, could affect our ability to manufacture products or
procure materials, our ability to import products, our ability to ship our products globally, our ability to sell
products in international markets and our cost of doing business. See “Our business, financial condition and
results of operations could be adversely impacted by the political and economic conditions of the countries in
which we conduct business and operate and in which our products are used and sold” below. If any of these or
other factors make the conduct of business in a particular country undesirable, unprofitable or impractical, our
business and financial results could be adversely affected and our prospects for growth in those markets could be
materially impaired. In addition, many of our imported products are subject to duties, tariffs or quotas that affect
the cost and quantity of various types of goods imported. Any country in which our products are produced,
imported or sold may eliminate, adjust or impose new quotas, duties, tariffs, safeguard or protectionist measures,
anti- dumping duties, cargo restrictions to prevent terrorism, restrictions on the transfer of currency, climate
change legislation, product safety regulations or other charges or restrictions, any of which could have an adverse
effect on our business, results of operations, financial condition and the price of our ADSs.
NAND industry cyclicality could adversely affect our growth and profitability.
The NAND industry is highly capital intensive and regularly experiences cycles of shortages and excess
supply and related rapid increases and sharp decreases in NAND component prices. The price of SSDs, eMMC
and UFS devices, in which NAND accounts for a significant portion of material cost, could also increase and
decrease with NAND component prices. Decreasing prices for SSDs could trigger stronger market demand for
these devices as well as controllers used in them, and conversely, increasing prices for SSDs could cause demand
for these devices as well as controllers used in them to fall, which could negatively affect our sales and
profitability.
Additionally, during periods of NAND shortages, our sales and profitability could be negatively affected in
other ways, including, but are not limited to: (i) our module maker and OEM storage customers may not be able
to procure sufficient supplies of NAND components, which could lead to reduced demand for our controllers;
(ii) we may not be able to procure sufficient supplies of NAND components for our Ferri industrial SSDs, which
could lead to reduced sales of our SSD solutions, and furthermore, to higher cost of procured NAND components
and reduced SSD solutions profitability; and (iii) NAND manufacturers may divert NAND supply away from
their own storage products that use our controllers towards other customers or products that do not use our
controllers, and our sales could be reduced.
During periods of NAND excess supply when NAND prices are falling sharply, our sales and profitability
could also be negatively affected, including, but not limited to: (i) NAND manufacturers facing reduced demand
for NAND components and storage devices may temporarily build NAND inventory instead of selling at lower
prices, and this may cause a reduction in controller demand; (ii) module maker customers that are exposed to
volatile NAND pricing conditions may temporarily become more cautious in procuring NAND components,
which could lead to reduced levels of controller procurement and storage device production; (iii) OEMs may
11

temporarily limit procurement of storage devices in expectation of procuring more at a later date and at a lower
price, which could restrain storage device and associated controller procurement; and (iv) NAND vendor and
module maker customers that are under margin pressure because of falling NAND prices may seek price
concessions from their controller suppliers.
If we fail to accurately anticipate and respond to market trends or fail to develop and introduce new or
enhanced products to address these trends on a timely basis, our ability to attract and retain customers
could be impaired and our competitive position could be harmed.
Our success depends to a significant extent on the development, qualification, implementation and
acceptance of new product designs and improvements that provide value to our customers. Our ability to
develop, qualify and distribute, and have manufactured, new products and related technologies to meet evolving
industry requirements, at prices acceptable to our customers and on a timely basis are significant factors in
determining our competitiveness in our target markets. For example, for our products addressing the SSD market,
we must successfully identify customer requirements and design, develop and produce products on time that
compete effectively as to price, functionality and performance. We sell products in markets that are characterized
by rapid technological change, evolving industry standards, frequent new product introductions, smaller process
geometries and other factors. We cannot assure you that our efforts to execute our product roadmap will result in
innovative products and technologies that provide value to our customers. If we fail to or are delayed in
developing, qualifying or shipping new products or technologies that provide value to our customers, and address
these new trends and adjust our business accordingly, we may lose competitive positioning, which could cause us
to lose market share and require us to discount the selling prices of our products. Although we make substantial
investments in R&D, we cannot be certain that we will be able to develop and successfully bring to market new
products and technologies on a timely basis or that they will be well-received by our customers. Moreover, our
investments in new products and technologies involve certain risks and uncertainties and could disrupt our
ongoing business. New investments may not generate sufficient revenue, may incur unanticipated liabilities, and
may divert our limited resources and distract management from our current operations. We cannot be certain that
our ongoing investments in new products and technologies will be successful, will meet our expectations and will
not adversely affect our reputation, financial condition and operating results.
We believe that our future success depends on our ability to develop and introduce new technologies and
products for new applications to generate new sources of revenue to replace, or build upon, existing product
revenue for applications that are mature or in secular decline. If we are not able to repeatedly introduce, in
successive years, new products for new applications that ship in volume, our revenue will likely not grow and
may decline significantly and rapidly. In the past, we were able to successfully grow our revenue by adding, over
time, successive categories of new controller technologies for new applications, such as memory card and flash
drive controllers for external storage, eMMC and UFS mobile embedded memory controllers for smartphones
and SSD controllers for PCs and other client devices. If we are unable to successfully expand our sales of SSD
controllers for data center and enterprise applications, our prospects for continued revenue growth could be
adversely affected.
Our gross margin and results of operations may be adversely affected in the future by multiple factors,
including decreases in average selling prices of products over time, increased raw material costs, higher
manufacturing costs, and shifts in our product mix.
Our gross margin is highly dependent on product mix, especially the mix of higher gross margin controller
sales, and lower gross margin SSD solutions sales. A shift in sales mix away from our higher margin products
could adversely affect our gross profitability as a percentage of sales and could also adversely affect our
operating profitability. The primary elements of our controller cost of sales are IC fabrication at our foundries,
assembly and testing, and in contrast, the primary cost of sales of our SSD solutions, which are primarily our
Ferri industrial SSDs, is NAND flash components. Our SSD solutions gross margin is lower than our controller
gross margin because these products are generally less differentiated, and we have limited ability to mark-up the
cost of NAND flash components that we procure.
12

The controllers we develop and sell are used for high volume applications and their average selling prices
have historically decreased over time, and we believe that it is possible they may also fall in the future. We may
experience period-to-period fluctuations in future operating results if our average selling prices decline. We may
be forced to reduce the average unit price of our products in response to new product introductions by our
competitors, competitive pricing pressures and other factors. Also, we often provide large customers with
volume-related, price-discount incentives relating to their orders of specific products; if customer procurements
that benefit from these incentives scale significantly, they could lead to downward pressure on our gross margins.
The mobile and computing devices markets are extremely competitive, which may result in rapidly declining
average selling prices of electronic devices and components, such as those made by us, and create downward
pressure on our average selling prices and operating results. To maintain acceptable operating results, we will
need to develop and introduce new products and product enhancements on a timely basis and continue to reduce
our costs. If we are unable to offset any reductions in our average selling prices by increasing our sales volumes
or reducing corresponding production costs or if we fail to develop and introduce new products and
enhancements on a timely basis, our sales and operating results will be materially and adversely affected.
We have changed our commercial arrangement with a few of our SSD solutions customers to a NAND
consignment arrangement, where our customers procure and maintain ownership of the NAND flash components
used in the SSD solutions that we design and build for them, and the gross margins of these types of sales are
higher than the sales of typical Ferri products where we are responsible for procuring NAND flash components.
We cannot assure you that in the future, we can increase the proportion of SSD solutions sales using a NAND
consignment arrangement and if more sales are conducted using a NAND consignment arrangement, that it
would lead to improvements in our operating results.
Our SSD solutions product performance could continue to adversely affect our results of operations.
We are primarily a fabless semiconductor company focused on NAND flash controllers and the sales of
these controllers account for a significant majority of our overall sales. In addition, we also sell SSD solutions,
mostly Ferri industrial SSDs. If we are able to expand the sales of our SSD solutions, we cannot provide
assurance that expanded sales of these products will not negatively affect our gross margin and operating margin,
which could negatively affect the market price of our ADSs. Furthermore, even if we are able to sell our SSD
solutions to customers profitably, our return on invested capital for SSD solutions will likely be materially lower
than our corporate average primarily because of lower product profitability and higher investments, mainly for
working capital necessary for financing NAND and other inventory, and this could negatively affect our overall
financial return and the market price of our ADSs.
Our SSD solutions are modules, software and appliances, which are different from our primary controller
products, which are ICs and have different financial characteristics. Our SSD solutions gross margin is materially
lower than our controller gross margin because these products are generally less differentiated and, in the case of
our Ferri, where NAND flash components are the majority of the cost of sales, we have limited ability to mark-up
the cost of NAND flash components that we procure. We are also subject to NAND price volatility with our
Ferri; because of rapidly falling NAND prices, we wrote-down US$8.1 million of NAND components and SSDs
in inventory in 2022, US$3.9 million in 2023 and US$0.3 million in 2024. We cannot assure you that in the
future our results of operations will not be negatively affected by further NAND component and SSD inventory
write-downs.
We rely on independent semiconductor foundries and subcontractors for the fabrication, assembly and
testing of our ICs, and any limitation of their available capacity to us or failure to fulfill our orders
satisfactorily could damage our relationships with our customers, decrease our sales or limit our ability to
grow our business.
We do not own or operate semiconductor fabrication facilities. Instead, we rely on third parties to
manufacture our semiconductors. Two outside foundries, primarily TSMC, and secondarily SMIC, fabricate our
13

semiconductors. As a result, we face several significant risks, including wafer cost, availability of wafers and
other raw materials, manufacturing capacity, quality assurance, manufacturing yields and production costs,
control over delivery schedules and product quality, control of our intellectual property, labor availability or
strikes and actions taken by third-party contractors that breach our agreements.
The ability of each foundry to provide us with semiconductors is limited by its available capacity and access
to wafers, and the ability of each subcontractor to assemble and test our products is limited by available capacity
and access to substrates and other raw materials. We do not have long-term agreements with any of these
foundries and subcontractors and we place our orders based on our customers’ purchase orders and sales
forecasts. However, the foundries and subcontractors can allocate capacity to the fabrication, assembly and
testing of the products of their other customers and reduce deliveries to us on short notice or increase the price
they charge us. It is possible that other foundry and subcontractor customers that are larger and better financed
than we are, or have long-term agreements with these foundries and subcontractors, may induce these foundries
and subcontractors to reallocate capacity to them which could impair our ability to secure manufacturing,
assembly and testing capacity that we need for our products. Other factors that could materially adversely affect
our business and results of operation include, but are not limited to, our foundries and subcontractors being
unable to secure the necessary raw materials from their suppliers, experience power outages, lack sufficient
capacity to manufacture our products or suffer other disruption or reduction in efficiency. If our foundries fail to
deliver fabricated silicon wafers of satisfactory quality in the volume and at the price we require, or if our
assembly and testing subcontractors fail to efficiently and accurately assemble and test our products, we will be
unable to meet our customers’ demand for our products or to sell those products at an acceptable profit margin,
which would have a material and adverse effect on our sales and margins and damage our customer relationships.
In addition, interruptions to the wafer manufacturing processes caused by a natural disaster or human error
could result in partial or complete disruption in supply until manufacturing is re-started or we are able to shift
manufacturing to another fabrication facility. It may not be possible to obtain sufficient capacity or comparable
production costs at another foundry. Migrating our design methodology to a new third-party foundry could
involve increased costs, resources and development time comparable to a new product development effort. Any
reduction in the supply of semiconductors for our products could significantly delay our ability to ship our
products and potentially have negative effects on our relationships with existing customers and our results of
operations. In addition, if our subcontractors terminate their relationships with us, we would be required to
qualify new subcontractors, which could take at least six months, resulting in unforeseen operating problems, and
our operating results may be materially and adversely affected.
The manufacture of semiconductors is a highly complex process. Minor deviations in the manufacturing
process can cause substantial decreases in yield. In some situations, such deviations may cause production to be
suspended. The foundries that manufacture our semiconductors have from time to time experienced lower than
anticipated manufacturing yields, including yields for our semiconductors, typically during the production of new
products or architectures or during the installation and start-up and ramp-up of new process technologies or
equipment. If the foundries that manufacture our semiconductors do not achieve planned yields, our product
costs could increase and product availability would decrease.
After the wafer fabrication processes, our wafers are shipped to our assembly and testing subcontractors. We
have a system to maximize consistent product quality, reliability and yield that involves our quality assurance
team working closely with subcontractors in the various phases of the assembly and testing processes. Our
supplier quality management includes procedures such as processes to pre-qualify our manufacturing suppliers
and subcontractors. If our subcontractors do not achieve planned product quality, reliability and yield during the
assembly and testing processes, our product cost could increase, product availability could decrease, or our
customers may not accept products manufactured for them.
14

Failure to protect our intellectual property or maintain the rights to certain other technologies may
negatively impact our ability to compete.
We believe that the protection of our intellectual property rights and continued access to certain third-party
technology are and will continue to be important to the success of our business. We rely on a combination of
patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual
property rights. We also enter into confidentiality or license agreements with our employees, business partners
and other third parties, and have implemented procedures to control access to and distribution of our
documentation and other proprietary information. Despite these efforts, we cannot assure you that these measures
will provide meaningful protection of our intellectual property rights. Further, these agreements do not prevent
others from independently developing technologies that are equivalent to or superior to our technology. In
addition, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology.
Monitoring unauthorized use of our technology is difficult and we cannot be certain that the steps we have taken
will prevent unauthorized use of our technology, particularly in foreign countries such as Taiwan and China
where the laws may not protect our proprietary rights as fully as do the laws of the United States. In addition, if
the foundries that manufacture our semiconductors lose control of our intellectual property, it could be more
difficult for us to take remedial measures because our foundries are located in countries that do not have the same
protection for intellectual property that is provided in the United States. Also, some of our contracts, including
license agreements, are subject to termination upon certain types of change-of-control transactions.
As of April 1, 2025, we have 3,087 patents and 1,100 pending applications worldwide. We cannot be certain
that patents will be issued as a result of our pending applications, nor can we be certain that any issued patents
would protect or benefit us or give us adequate protection from competing products. For example, issued patents
may be circumvented or challenged and declared invalid or unenforceable or provide only limited protection for
our technologies. We also cannot be certain that others will not design around our patented technology,
independently develop our unpatented proprietary technology or develop effective competing technologies on
their own.
Failure to successfully defend against intellectual property lawsuits brought against us may adversely affect
our business.
Companies in and related to the semiconductor industry often aggressively protect and pursue their
intellectual property rights. From time to time, we have received, and may continue to receive, notices that claim
we have infringed upon, misappropriated or misused other parties’ proprietary rights. Moreover, in the past we
have been involved in litigation with parties that claimed that we infringed their patents or misappropriated or
misused their trade secrets. In addition, we or our customers may be sued by other parties that claim that our
products have infringed their patents or misappropriated or misused their trade secrets, or that may seek to
invalidate one or more of our patents. An adverse determination in any of these types of disputes could prevent
us from manufacturing or selling some of our products, increase our costs of revenue and expose us to significant
liability. Any of these claims may materially and adversely affect our business, financial condition and results of
operations. For example, in a patent or trade secret action, a court could issue a preliminary or permanent
injunction that would require us or our customer(s) to withdraw or recall certain products from the market or
redesign certain products offered for sales or under development. We may also be liable for damages for past
infringement and royalties for future use of certain technologies. See “Item 8. Legal Proceedings” below.
In addition, any litigation to defend ourselves against claims that we have infringed the intellectual property
rights of others, could, regardless of the ultimate outcome, materially and adversely affect our operating results
by requiring us to incur significant legal expenses and diverting the resources of the Company and the attention
of our management team.
15

Because the markets in which we operate are highly competitive and many of our competitors have greater
resources than we have, we cannot be certain that our products will compete favorably in the marketplace.
We face competition from several competitors, including Microchip and Phison, our flash memory
customers and smaller merchant suppliers in China. We expect to face competition in the future from our current
and potential competitors. In addition, some of our flash memory customers could develop products and
technologies that replace their need for our products or otherwise reduce their demand for our products.
Some of our current and potential competitors have longer operating histories, greater name recognition,
access to larger customer bases and significantly greater financial, sales and marketing, manufacturing,
distribution, technical and other resources than we have. As a result, they may be able to respond more quickly to
changing customer demands or to devote greater resources to the development, promotion and sales of their
products than we can. Our current and potential competitors may develop and introduce new products that will be
priced lower, provide superior performance or achieve greater market acceptance than our products. For our SSD
solutions, if we are unable to procure sufficient supplies of NAND flash components and at terms that enable our
products to be competitive in terms of price or develop technologically competitive products, our customers may
seek to purchase SSD solutions from other suppliers.
Our products must meet exacting specifications and undetected defects and failures may occur, which may
cause customers to return or stop buying our products and may expose us to product liability risk and risks
of indemnification against defects in our products.
Our products are complex and may contain undetected hardware or software defects or failures, especially
when first introduced or when new versions are released. These errors could cause us to incur significant
re-engineering costs, divert the attention of our engineering personnel from other important product development
efforts and materially affect our customer relations and business reputation. If we deliver products with errors or
defects, our credibility and the market acceptance and sales of our products could be harmed. Defects could also
lead to liability for defective products as a result of lawsuits against us or against our customers. We have agreed
to indemnify some of our customers in some circumstances against liability from defects in our products. A
successful warranty or product liability claim could require us to make significant payments.
Our intellectual property indemnification practices may adversely impact our business.
We may be required to indemnify our customers and our third-party intellectual property providers for
certain costs and damages of intellectual property infringement in circumstances where our products are a factor
in creating infringement exposure. In the contracts under which we sell semiconductor products, we may have
agreed to indemnify our customers against losses arising out of claims of unauthorized use of intellectual
property. In some of our licensing agreements, we have agreed to indemnify the licensee against losses arising
out of or related to our conduct or services. We cannot assure you that claims for indemnification will not be
made or that these claims would not have a material and adverse effect on our business, operating results or
financial condition.
We are exposed to potential impairment on investments.
We have made investments in equity securities with an aggregate value of approximately US$17.3 million
as of December 31, 2024. If the companies that we invested in are unable to execute their plans and succeed in
their respective markets, we may not benefit from such investments, and we could potentially lose the amounts
we invested. We evaluate our investment portfolio on a regular basis to determine if impairments have occurred.
If the operations of any businesses in which we have invested decline significantly, we could incur impairment
charges that could have a material impact on our results of operations.
16

We are subject to cybersecurity risks.
Historically, we have experienced immaterial cyberattacks of varying degrees on our technology
infrastructure and systems and, as a result, unauthorized parties have obtained in the past, and may in the future
obtain, access to our computer systems and networks. The technology infrastructure and systems of our
customers, suppliers, vendors and partners may also experience such attacks. Cyberattacks are external and
internal threats that include, but are not limited to, malware, phishing, advanced persistent threats, denial of
service attacks, malicious software downloads, insider security breaches, and hardware and software
vulnerabilities. We believe cyberattack attempts are increasing not only in number but also in scope and that
perpetrators of cyberattacks continue to develop increasingly sophisticated systems and means to not only attack
systems and damage data but also evade detection or obscure their activities.
We have controls and policies and recovery systems to minimize business disruptions in place and will
continue to review and enhance our capabilities and upgrade our protective solutions to guard against emerging
threats, detect malicious or unauthorized activities. If efforts to breach our infrastructure and systems are
successful or we are unable to protect against these risks, we could suffer interruptions, delays, or cessation of
operations of our systems, and loss or misuse of proprietary or confidential information, intellectual property, or
sensitive or personal information. Breaches of our infrastructure and systems could also cause our customers and
other affected third parties to suffer loss or misuse of proprietary or confidential information, intellectual
property, or sensitive or personal information, and could harm our relationships with customers and other third
parties. As a result, we could experience additional costs, indemnification claims, litigation, and damage to our
brand and reputation. All these consequences could harm our reputation and our business and materially and
adversely affect our operating results and financial condition.
We outsource selected business functions to third parties, including third parties to manufacture our
semiconductors. We take steps to monitor and regulate the performance of the independent third parties to whom
we delegate selected functions. While we evaluate the information security programs and defenses of such third
parties, we cannot be certain that our evaluations will identify all or any potential information security
weaknesses, or that such third parties’ information security protocols are or will be sufficient to withstand or
adequately respond to a cyberattack or other information security incident.
We rely on third parties to provide services necessary for the operation of our business. Any failure of one
or more of our vendors, suppliers or manufacturers to provide these services could have a material adverse
effect on our business.
Arrangements with third-party service providers may make our operations vulnerable if vendors fail to
satisfy their obligations to us resulting from their performance, changes in their own operations, financial
condition, or other matters outside of our control. The expanding role of third-party providers may also require
changes to our existing operations and the adoption of new procedures and processes for retaining and managing
these providers, as well as redistributing responsibilities as needed. Effective management, development and
implementation of our outsourcing strategies are important to our business and strategy. If there are delays or
difficulties in enhancing business processes or our third-party providers do not perform as anticipated, we may
not fully realize on a timely basis the anticipated economic and other benefits of the outsourcing projects or other
relationships we enter into with key vendors, which could result in substantial costs, divert management’s
attention from other strategic activities, negatively affect employee morale or create other operational or financial
problems for us. Terminating, transitioning or renegotiating arrangements with key vendors or failure to
renegotiate on favorable terms could result in additional costs and a risk of operational delays, potential errors
and possible control issues resulting from the termination or during the transition or renegotiation phase.
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The constant growth and development of technology, including the increased use of AI, presents risks and
challenges to our operations that could give rise to legal or regulatory action, damage our reputation or
otherwise materially harm our business.
Emerging technology is a consistent subject of new laws or regulations and evolving interpretations and
applications of laws and regulations. If we fail to comply with these laws, we may be subject to penalties, fines
or criminal or civil liability. The development and use of AI presents new risks and challenges that can impact
our operations if we incorporate AI into our operations, or if used by our third-party vendors. While we aim to
develop and use AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may
ultimately be unsuccessful in identifying or resolving issues before they arise. AI technologies are complex and
rapidly evolving and the technologies that we develop or use may ultimately be flawed. Moreover, AI technology
is subject to rapidly evolving domestic and international laws and regulations, which could impose significant
costs and obligations on the Company. For example, in the United States, there has been uncertainty regarding
the applicable regulations that will apply to the development and use of AI technologies. For instance, the Trump
administration has rescinded an executive order relating to the development of AI technologies that was
previously implemented by the Biden administration. The Trump administration then issued a new executive
order that, among other things, requires certain agencies to review, develop and submit to the President action
plans to “sustain and enhance America’s global AI dominance,” and to specifically review and, if possible,
rescind rulemaking taken pursuant to the rescinded President Biden executive order. Thus, the Trump
administration may continue to rescind other existing federal orders and/or administrative policies relating to AI
technologies, or may implement new executive orders and/or other rulemaking relating to AI technologies in the
future. Emerging regulations may pertain to data privacy, data protection, and the ethical use of AI, as well as
clarifying intellectual property considerations. Our use of AI could give rise to legal or regulatory action,
increased scrutiny or liability, damage our reputation or otherwise materially harm our business. Additionally, if
we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business
results may be negatively impacted.
Our business, financial condition and results of operations could be adversely impacted by the political and
economic conditions of the countries in which we conduct business and operate and in which our products
are used and sold.
A substantial portion of our business is conducted outside of the United States and, as a result, we are
subject to foreign business, political and economic risks. Most of our ICs are manufactured, assembled and tested
by third parties located in China and Taiwan. We generated 86%, 91% and 98% of our revenue in 2022, 2023
and 2024, respectively, from sales to customers outside the United States, and for the year ended December 31,
2024, 67% of our revenue was from sales in three jurisdictions, China, Singapore and Taiwan. Our controller
R&D is conducted primarily in Taiwan and our SSD solutions R&D is conducted in both China and Taiwan.
Most of our corporate functions are located in Taiwan. These operations are directly influenced by the political
and economic conditions of the country in which they are located. We do not expect the portion of our business
located outside of the United States to change in the future.
Accordingly, we are subject to risks associated with international operations, including but not limited to:
•
international economic and political conditions, such as political tensions between countries in which
we do business (please refer to “Risk Factors — We face substantial risks associated with doing
business in Taiwan because of tense regional geopolitical risk with China.”);
•
unexpected changes in, or impositions of, legislative or regulatory requirements;
•
complying with a variety of foreign laws;
•
differing legal standards with respect to protection of intellectual property and employment practices;
•
cultural differences in the conduct of business;
•
inadequate local infrastructure that could result in business disruptions;
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•
trade issues related to export or import restrictions, trade sanctions, entity lists, tariffs, quotas and other
trade barriers and restrictions, including those related to the ongoing trade disputes between China and
the U.S.;
•
financial risks such as longer payment cycles and difficulty in collecting accounts receivable;
•
adverse taxes rules, regulations and penalties; and
•
other factors beyond our control such as nature disasters, terrorism, civil unrest, war, including
Russia’s ongoing invasion of Ukraine, ongoing conflicts in the Middle East, and pandemics, epidemics
and other health emergencies.
As a result of having global operations, the sudden disruption of our supply chain and/or disruption of the
manufacture of our customer’s products caused by events outside of our control could impact our results of
operations by impairing our ability to timely and efficiently deliver our products.
Although our reporting currency is the U.S. dollar, and the majority of our sales and cost of sales in the last
three years are denominated in the U.S. dollar, most of our operating expenses are denominated in the NT dollar,
and to a lesser extent, the Chinese yuan and U.S. dollar. Any unfavorable changes in foreign exchange rates
could adversely affect, or cause fluctuations in, our results of operations. We do not currently engage in currency
hedging activities.
Severe weather, natural disasters, pandemics, epidemics, acts of war or terrorism or other external events
could have significant effects on our business.
We operate primarily in regions of the world, including Taiwan, China and California that are susceptible to
earthquakes. In the past, these regions had experienced severe earthquakes that caused significant property
damage and loss of life, although we did not suffer any material impact on our business. The occurrence of
earthquakes is unpredictable, and a major earthquake and consequent disruptive events could severely disrupt the
normal operations of our business and have a material and adverse effect on our financial condition and operating
results.
Severe weather and natural disasters, including hurricanes, tornados, droughts and floods, epidemics and
pandemics, acts of war or terrorism or other external events could have a significant effect on our ability to
conduct business. Such disasters could disrupt our operations or the operations of customers or third parties on
which we rely.
Our response to climate change, our climate change strategies, policies and disclosure, and/or our ability to
achieve any climate-related goals or commitments that we may make (which are subject to risks and
uncertainties, many of which are outside of our control) could result in reputational harm as a result of negative
public sentiment, regulatory scrutiny, litigation and reduced investor and stakeholder confidence.
Failure to meet the rapidly changing corporate citizenship and sustainability expectations or standards, or
achieve our related goals, could adversely affect our business, results of operations, financial condition or
stock price.
There are rapidly changing discussions and regulations surrounding environmental matters, social
investments and diversity, equity and inclusion (often referred to as “ESG” initiatives and programs). In
recent years, investor advocacy groups and certain institutional investors have placed increasing importance on
sustainability, and we may not succeed in our achievement of our initiatives or goals. Increased ESG related
compliance costs could result in increases to our overall operational costs. Failure to adapt to or comply with
regulatory requirements or investor or stakeholder expectations and standards could negatively impact our
reputation, our ability to do business with certain partners, and our ADS price. Future government regulations
19

could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary
reporting, diligence, and disclosure. At the same time, there also exists “anti-ESG” sentiment in certain of our
markets, and we may face reduced revenue, reputational harm, market restrictions or legal actions if we are
targeted by governmental entities, groups or influential individuals who disagree with our public positions on
social or environmental issues.
We face substantial risks associated with doing business in Taiwan because of tense regional geopolitical
risk with China.
Most of our business operations are in Taiwan, a self-governing democracy, with a unique international
political status, that is claimed by China and receives security from the United States under the Taiwan Relations
Act. China asserts that Taiwan is part of China, seeks the unification of Taiwan and has not ruled out the use of
force to achieve this. China is also increasingly assertive in the region and claims sovereignty over much of the
South China Sea south of Taiwan and has unilaterally established an Air Defense Identification Zone (“ADIZ”)
in the East China Sea north of Taiwan. The United States does not recognize China’s ADIZ and conducts regular
freedom of navigation operations in the areas claimed by China. In 2016, China dismissed the United Nation’s
Permanent Court of Arbitration ruling against it in its claims to the South China Sea. Tensions between Taiwan
and China and between the United States and China have increased in recent years.
A majority of our employees and a significant portion of our R&D and corporate functions are based in
Taiwan. We also operate a R&D center in Shanghai, and China is one of the largest markets for our products. In
addition, all of our foundries and assembly and testing subcontractors are located in either Taiwan or China.
Accordingly, our business and results of operations and the market price of our ADSs may be affected by any
deterioration in the relationship between Taiwan and China. Although there are significant economic ties
between Taiwan and China, in recent years China has taken a more aggressive posture towards Taiwan, including
the suspension of cross-straits communications channels in 1996, regular intrusion by Chinese military aircraft
into Taiwan airspace, the sailing of naval ships around Taiwan waters, the conduct of military exercises close to
Taiwan, and exclusion of Taiwan from international organizations such as the World Health Organization.
Furthermore, our principal executive offices are in Hong Kong. Previous pro-democracy protests and
COVID-19 containment activities have affected our Hong Kong operations and China’s national security law for
Hong Kong has reduced its autonomy and could lead to further repercussions from the United States, Taiwan and
other countries and may affect our operations in the future.
Past and recent developments in relations between Taiwan and China have on occasion depressed the
market prices of the securities of Taiwanese companies or companies with significant business activities in
Taiwan. We cannot assure you that any contentious situation between Taiwan and China will always resolve in
maintaining the current status quo or remain peaceful. Relations between Taiwan and China, potential
confrontations between the United States and China and other factors affecting military, political, social or
economic conditions in Taiwan and Hong Kong could have a material adverse effect on our financial condition
and results of operations, as well as the market price and the liquidity of our ADSs.
The enactment of legislation implementing changes in the taxation of international business activities, the
adoption of other tax reform policies or changes in tax legislation or policies could materially impact our
financial position and results of operations.
Legislation is introduced from time to time to reform the taxation of international business activities. The
Organisation for Economic Co-operation and Development (OECD) has released guidance covering various
topics, including country-by-country reporting, definitional changes to permanent establishment and guidelines
in determining arm’s length transfer pricing. This guidance is collectively referred to as Base Erosion and Profit
Shifting (“BEPS”) an initiative that aims to standardize and modernize global tax policy. Depending on
legislation ultimately enacted in connection with this guidance by jurisdictions in which we operate, there may be
20

significant consequences for us due to our large international business activities. For example, adoption of BEPS
by foreign jurisdictions in which we operate could result in changes to tax policies, including transfer- pricing
policies that could ultimately impact our tax liabilities to foreign jurisdictions. If any of these proposals are
enacted into law, or if other international, consensus-based tax policies and principles are amended or
implemented, they could have material adverse consequences on the amount of tax we pay and thereby on our
financial position and results of operations. It is likely that new legislation enacted by several governments of
countries in which we operate could lead to higher operating and tax expenses for our business in the near future.
We are subject to risks associated with the development and construction of our office buildings.
In September 2018, we purchased 65,700 square feet of land in Hsinchu, Taiwan for a total cost of
US$58.9 million, which is currently targeted for completion in June 2025. On February 18, 2021, the Company
won a bid with a third party to build an office building in Taipei, Taiwan and executed a property development
agreement in May 2021, with property development costs to be defined and agreed in a subsequent agreement.
We expect to receive the construction license later this year, and the detailed development cost will be set after
the construction license is received. We expect to complete construction of the building in mid-2029. We may
encounter unanticipated occurrences or conditions during construction that may increase the expense of these
projects. We may also encounter unanticipated delays in the construction of the new buildings and local
government approvals for the projects may be delayed. We will also be required to comply with applicable
environmental regulations in connection with such development. We are financing these construction projects
from our cash balance, which could limit alternative deployments of capital. The purchase of the land and
construction of the buildings will increase our fixed assets significantly and could reduce our return on invested
capital. After the office buildings have been constructed, we may consider sale and leaseback arrangements if
favorable terms can be obtained. See “Item 4 — Facilities” below.
Risks Relating to Our Corporate Structure and Governance
The loss of any of our key personnel or the failure to attract or retain specialized technical or management
personnel could impair our ability to grow our business.
We rely heavily on the services of our key employees, including Wallace C. Kou, our President and Chief
Executive Officer. In addition, our engineers and other highly skilled personnel are a significant asset and are the
source of our technological and product innovations. We believe our future success will depend upon our ability
to attract and retain skilled managerial, engineering and sales and marketing personnel. The competition for such
personnel, particularly engineering personnel, is intense in our industry. We may not be successful in attracting
and retaining engineering personnel to support our anticipated growth. These personnel are required to design
and develop ICs, including firmware, and to introduce product enhancements for use in future applications.
Despite the incentives we provide, our current employees may not continue to work for us, and if additional
personnel are required for our operations, we may not be able to obtain the services of additional personnel
necessary for our growth. In addition, we do not maintain “key person” life insurance for any of our senior
executives or other key employees. The loss of any of our key employees or our inability to attract or retain
qualified personnel, including engineers, could delay the development and introduction of, and have an adverse
effect on our ability to sell our products as well as have an adverse effect on our overall growth. In addition, if
any other members of our senior management or any of our other key personnel depart, join a competitor or form
a competing company, we may not be able to replace them easily and we may lose customers, business partners,
key professionals and staff members. Substantially all our senior executives and key personnel have entered into
confidentiality and non-disclosure agreements. In the event of a dispute between any of our senior executives or
key personnel and our operating companies in Taiwan and other foreign countries, we cannot assure you the
extent, if any, to which certain provisions in these confidentiality and non-disclosure agreements may be
enforceable in Taiwan or other foreign countries due to the constantly evolving nature of such legal systems’
enforcement and interpretation of these types of agreements.
21

Any failure to achieve and maintain effective internal controls could have a material adverse effect on our
business, results of operations and the market price of our ADSs.
We are subject to reporting obligations under securities laws of the United States. The SEC, as required by
Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include in its
annual report management’s assessment of the effectiveness of the company’s internal controls over financial
reporting. In addition, an independent registered public accounting firm must attest to and report on the
effectiveness of the company’s internal controls over financial reporting as applicable.
Our management and independent registered public accounting firm have concluded that our internal
controls over financial reporting as of December 31, 2024 were effective. However, we cannot assure you that in
the future we or our independent registered public accounting firm will not identify material weakness during the
audit process or for other reasons. In addition, because of the inherent limitations of internal control over
financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. As a result, if we fail to
maintain effective internal controls over financial reporting or should we be unable to prevent or detect material
misstatements due to error or fraud on a timely basis, investors could lose confidence in the reliability of our
consolidated financial statements, which in turn could harm our business and results of operations, negatively
impact the market price of our ADSs and harm our reputation.
Our business is subject to various governmental regulations, and compliance with these regulations may
cause us to incur significant expense.
We are subject to various state, federal and international laws and regulations governing the environment,
including restricting the presence of certain substances in electronic products. In addition, we are also subject to
various industry requirements restricting the presence of certain substances in electronic products. Although our
management systems are designed to maintain compliance, we cannot assure you that we have been or will be, at
all times, in complete compliance with such laws and regulations. If we violate or fail to comply with any of
them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal
and civil liabilities or other sanctions.
Recently there has been increased focus on environmental protection and social responsibility initiatives,
which are subject to change, can be unpredictable, and may be difficult for us to comply with, given the
complexity of our supply chain and our significant outsourced manufacturing. We are required to implement
various standards or processes due to the adoption of rules or regulations that result from these initiatives, such as
the SEC rules on the disclosure of the use of “conflict minerals.” If we are unable to comply, or ensure that our
suppliers or contract manufacturers comply, with such standards or processes, customers may stop purchasing
from us, which could adversely affect our sales and results of operations.
Risks Related to the ADSs
Our stock price has been, and may continue to be, volatile, which could result in investors losing all or part
of their investments.
Since we completed our initial public offering in June 2005, the market price of our ADSs has been and
likely will continue to be highly volatile and could be subject to wide fluctuations in response to numerous
factors, including but are not limited to the following:
•
actual or anticipated variations in our quarterly operating results or those of our competitors,
customers, or NAND flash vendors;
•
actual or anticipated changes in NAND flash supply and demand dynamics;
•
actual or anticipated changes in our market share or the market share of our competitors;
22

•
the commencement or results of litigation;
•
short selling or market manipulation activities;
•
announcements by us, our competitors, our customers, or their other suppliers of new products or
technological innovations;
•
changes in financial estimates or recommendations by securities analysts;
•
business interruptions resulting from geopolitical actions, including war and terrorism, natural disasters
including earthquakes, typhoons, floods and fires, epidemics, outbreaks of an infectious disease or
similar events;
•
the payment or non-payment of cash dividends at the discretion of our board of directors;
•
the announcement and implementation of share repurchase programs;
•
announcements by us or our competitors of significant acquisitions, divestitures or partnerships;
•
actual or anticipated changes to trade issues related to export or import restrictions, trade sanctions,
entity lists, tariffs, quotas and other trade barriers and restrictions, including those related to the
ongoing trade disputes between China and the U.S.; and
•
actual or anticipated changes in the global economic or industry outlook.
Many of these factors are beyond our control and may negatively impact the market price of our ADSs,
regardless of our performance. In addition, the stock market in general, and the market for technology and
semiconductor companies in particular, have been highly volatile. Furthermore, the trading price of our ADSs
may be adversely affected by third parties trying to drive down the market price. Short sellers and others, some
of whom post anonymously on social media, may be positioned to profit if our stock declines and their activities
can negatively affect our stock price. These broad market and industry factors may seriously harm the market
price of our ADSs, regardless of our operating performance. Our ADSs may not trade at the same price levels as
that of other semiconductor and technology companies, and shares of semiconductor and technology companies,
in general, may not sustain their current market prices. These fluctuations as well as general economic, political,
and market conditions may have an adverse effect on the market price of our ADSs.
There can be no assurance that we will declare cash dividends in the future in any amount or at all.
Since November 2015, except subject to certain suspensions, our board of directors has typically declared
dividends annually, with payments made in four quarterly installments. The decision to continue declaring
dividends, if any, and their timing and amount, depends on, among other things, that the dividend payment is in
the best interests of our shareholders, business visibility, our results of operations, capital availability and future
capital requirements, financial condition, statutory requirements, and other factors that our board of directors
may deem relevant and any dividend declaration is at the discretion of our board of directors. Our dividend
payments may change from time to time, and we cannot provide assurance that we will continue to declare
dividends, if at all or in any amount. A reduction in or elimination of our dividend payments could have a
negative effect on our share price.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are
exempt from certain provisions applicable to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of
the securities laws and regulations in the United States that apply to U.S. domestic issuers, including:
•
the rules under the Exchange Act requiring the filing of annual reports on Form 10-K, quarterly reports
on Form 10-Q or current reports on Form 8-K with the SEC;
23

•
the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in
respect of a security registered under the Exchange Act;
•
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and
trading activities and liability for insiders who profit from trades made in a short period of time; and
•
the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year.
In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to
the rules and regulations of the Nasdaq. Press releases relating to financial results and material events will also be
furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC
will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a
result, you may not be afforded the same protections or information that would be made available to you were
you investing in a U.S. domestic issuer.
We may lose our foreign private issuer status in the future, which could result in significant additional costs
and expenses to us.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all the
periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private
issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal
quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding
voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S.
citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private
issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports
and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms
available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our
officers, directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery
provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from
certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company
that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that
we will not incur as a foreign private issuer.
If we are characterized as a passive foreign investment company, U.S. holders of our ADSs may experience
adverse tax consequences.
Based on the present and projected composition of our income and valuation of our assets, we believe we
are not currently classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax
purposes. We will generally be classified as a PFIC for any taxable year in which either (a) at least 75% of our
gross income is passive income or (b) at least 50% of the value (determined on the basis of a quarterly average)
of our assets is attributable to assets that produce or are held for the production of passive income. If we are
characterized as a PFIC, U.S. holders of our ADSs may experience adverse tax consequences. See “Item 10.
Additional Information — Taxation — United States Federal Income Taxation.”
Holders of our ordinary shares and ADSs may experience dilution if we issue restricted stock units or other
forms of Company equity to employees or sell additional equity or equity-linked securities.
We periodically issue equity awards in the form of restricted stock units that are convertible into shares of
the Company’s ordinary shares upon vesting on a one-for-one basis. Therefore, the issuance of such equity
awards may have a dilutive effect on the holders of outstanding ordinary shares and ADSs. In addition, the
issuance of additional equity or equity-linked securities may result in additional dilution to our shareholders.
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ITEM 4.
INFORMATION ON THE COMPANY
Introduction
Silicon Motion was originally incorporated under the name Silicon Motion Technology Corporation in the
Cayman Islands in January 2005. In April 2005, we acquired Silicon Motion, Inc., a Taiwan corporation (“SMI
Taiwan”). Originally SMI Taiwan was known as Feiya Technology Corporation (“Feiya”), a Taiwan corporation,
which was incorporated in April 1997. Feiya changed its name to SMI Taiwan, in August 2002, after acquiring
Silicon Motion, Inc., a California corporation (“SMI USA”), which was incorporated in November 1995. Feiya
was originally a flash memory products company and SMI USA was a graphics processor company. Silicon
Motion is incorporated in the Cayman Islands and operates under Cayman Islands laws with our principal
executive office located in Hong Kong. The name and address of the Company’s agent for service of process in
the United States is PTSGE Corp. at 924 Fourth Avenue, Suite 2900, Seattle, Washington 98104.
We are a global leader in developing NAND flash controllers for SSDs and other solid state storage devices.
We have over 20 years of experience developing specialized processor ICs that manage NAND components and
deliver market leading, high-performance storage solutions widely used in enterprise and hyperscale data centers,
PCs, smartphones and commercial and industrial applications. We have one of the broadest portfolios of
controller intellectual property developed from our deep understanding of NAND characteristics, which enables
us to design unique, highly optimized configurable IC’s plus related firmware controller platforms and complete
turnkey controller solutions. In the last ten years, we have shipped over six billion NAND flash controllers. More
NAND flash components, including current and up-coming generations of flash produced by Kioxia, Micron,
Samsung, SK Hynix (and Hynix’s subsidiary, Solidigm), Western Digital (Sandisk) and Yangtze Memory
Technologies Corp. (“YMTC”), are supported by Silicon Motion controllers than any other company. Our
customers include NAND flash makers, module makers, hyperscalers and OEMs.
We are a leading supplier of SSD controllers used in PCs and other client devices and leading merchant
supplier of eMMC/UFS controllers used in smartphones and Internet of things (“IoT”) devices. We also leverage
our controller expertise to supply specialized small single-chip form factor SSDs for industrial, commercial and
automotive applications. We market our controllers for PCs and eMMC/UFS under the “SiliconMotion” brand
and its logo, “FerriSSD,” “Ferri-UFS” and “Ferri-eMMC” for storage solutions, and “MonTitan” for enterprise
SSD controller.
Our principal executive offices are located at Flat C, 19/F, Wing Cheong Commercial Building, Nos 19-25
Jervois Street, Hong Kong. The address of our United States operating subsidiary, SMI USA, is 690 N. McCarthy
Blvd., Suite 200, Milpitas, California 95035. The address of our Taiwan operating subsidiary, SMI Taiwan, is
8/F, #36 Taiyuan St., Jhubei, Hsinchu 30265, Taiwan. Our ADSs, each representing four of our ordinary shares,
have been listed and traded on Nasdaq since June 2005. Our website address is www.siliconmotion.com. The
information on our website should not be deemed to be part of this annual report. Additionally, the SEC
maintains a website at www.sec.gov that contains reports, proxy and information statements, and other
information, as applicable, regarding registrants that make electronic filings with the SEC using its EDGAR
system.
Please refer to “Operating and Financial Review and Prospects — Liquidity and Capital Resources” in
Item 5 below for a discussion of our capital expenditures in the past three years.
Termination of the Merger Agreement with MaxLinear
On May 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with MaxLinear, Inc., a Delaware Corporation (“MaxLinear”), and Shark Merger Sub, an exempted company
with limited liability incorporated under the law of the Cayman Islands and a wholly owned subsidiary of
MaxLinear, pursuant to which the Company agreed to be acquired by MaxLinear (collectively, the
“Transaction”). On August 31, 2022, shareholders at the Company’s Extraordinary General Meeting of
Shareholders approved the Transaction.
25

On July 26, 2023, the Company and MaxLinear received antitrust approval from the State Administration
for Market Regulation of the People’s Republic of China (“SAMR Approval”). Shortly after receiving SAMR
Approval, the Company received notice from MaxLinear of its purported termination of the Merger Agreement.
MaxLinear did not provide any factual basis for its purported termination, and the Company believes its actions
constituted a willful and material breach of the Merger Agreement. The Company has filed a claim in the
Singapore International Arbitration Centre (the “SIAC”), which is the venue for dispute resolution under the
Merger Agreement, and is currently pursuing payment of the termination fee of US$160 million, together with
further substantial damages, interest and costs. Under the SIAC Arbitration Rules, all matters relating to the
proceedings are confidential.
Significant Subsidiaries of the Company
Below is a list of significant subsidiaries of the Company. All subsidiaries are wholly owned.
Name of Entity
Jurisdiction of Incorporation
Silicon Motion, Inc.
Taiwan
Silicon Motion Technology (Macao) Ltd.
Macau
Silicon Motion Technology (HK) Ltd.
Hong Kong
Our Market and Products
We focus primarily on designing, developing and marketing: (i) NAND flash controllers for solid state
storage devices, primarily SSDs used in PCs and other client devices and eMMC and UFS mobile embedded
storage used in smartphones and IoT devices and (ii) SSD solutions, primarily small form-factor specialized
SSDs used in industrial, commercial and automotive applications. In 2022, 45% to 50% of our net sales were of
SSD controllers, 35% to 40% were eMMC and UFS controllers and 5% to 10% were SSD solutions. In 2023,
55% to 60% of our net sales were of SSD controllers, 25% to 30% were eMMC and UFS controllers and 5% to
10% were SSD solutions. In 2024, 50% to 55% of our net sales were of SSD controllers, 35% to 40% were
eMMC and UFS controllers and 5% to 10% were SSD solutions. We generated 86%, 91% and 98% of our
revenue in 2022, 2023 and 2024, respectively, from sales outside the United States, and for the year ended
December 31, 2024, 68% of our revenue was from sales in three jurisdictions, China, Singapore and Korea.
NAND Flash Controllers
We offer a broad range of controllers for developing different categories of solid-state storage devices that
are used in a wide variety of applications. We provide controllers for computing-grade SSDs used in PCs and
other client devices, enterprise-grade SSDs used in data centers, eMMC and UFS mobile embedded storage used
in smartphones and IoT devices, enterprise-grade SSDs used in enterprise and hyperscale data centers, flash
memory cards and flash drives used as expandable storage and specialized SSDs used in industrial, commercial
and automotive applications. For most of these applications, we offer customers controllers, which are designed
for a range of different price-performance trade-offs that enable the targeting of different market segments, such
as value-line, mainstream and premium. Our controllers are a combination of ICs and firmware and are offered
as configurable platforms or turnkey solutions, which provide customers with options to customize products to
achieve desired differentiation or focus on fast time-to-market. Since SSDs and mobile embedded storage
products are defined by continuously evolving industry standards such as those relating to, but are not limited to,
the Peripheral Component Interconnect Express, or PCIe, host interface, nonvolatile memory express, or NVMe,
data transfer protocol and UFS storage specification, we provide controllers for the latest versions of these
industry standards and design our solutions for customers to build storage devices with competitive product
performance and compatibility with host devices. Our controllers are also designed to support the majority of the
latest and next generations of NAND flash components manufactured by vendors such as Kioxia, Micron,
Samsung, SK Hynix (and Hynix’s subsidiary, Solidigm), Western Digital (Sandisk) and YMTC, which enables
customers to have wide choices of components for developing and building storage devices. Controllers integrate
26

technologies that are critical to their functionality and these include advanced error correction codes, or ECC, and
digital signal processing, or DSP, engines for ensuring data reliability and sophisticated wear-leveling algorithms
for maximizing the usable life of NAND flash components. We may also incorporate other technologies in our
controllers such as encryption, power-loss protection, multimedia digital rights management and active
temperature monitoring.
SSD Solutions
We use our unique controller technology to develop Ferri SSD solutions. Our FerriSSDs, Ferri-eMMCs, and
Ferri-UFS products are highly reliable industrial-, commercial- and automotive-grade single-chip SSDs, which
are developed for a wide-range of embedded applications that require high data rate, small form factor and
compliance with industry standards. We offer customers firmware customization for performance tuning as a
value-added service.
Our Customers
We sell our products to NAND flash makers, module makers and OEMs worldwide that service multiple
markets including chip-scale packages, or CSPs, automotive and industrial markets. Most of our high —
performance flash memory storage controllers are supplied to NAND flash manufacturers. We are a leading
supplier of SSD controllers used in PCs, data centers, automotive and other client devices and a leading merchant
supplier of eMMC and UFS controllers used in smartphones and IoT devices. Sales to our five largest customers
represented approximately 67%, 61% and 66% of our net revenue in 2022, 2023 and 2024, respectively. Sales to
our customers constituting more than 10% of our net revenue represented, in the aggregate, 45%, 45% and 57%
of our net revenue in 2022, 2023 and 2024, respectively. Our customers constituting more than 10% of our net
revenue were (i) Micron and SK Hynix in 2022, (ii) Micron, SK Hynix and AFASTOR in 2023 and (iii) Micron,
Kioxia, PHISEMI and AFASTOR in 2024. The identities of our largest customers and their respective
contributions to our net revenue have varied and will likely continue to vary from period to period.
The majority of our customers purchase our products through purchase orders, as opposed to entering into
long-term contracts with us. The price for our products is typically agreed upon at the time a purchase order is
placed.
Sales and Marketing
We market and sell our products worldwide through a combination of direct sales personnel and
independent electronics distributors. Our direct sales personnel are strategically located near our NAND flash
manufacturer, leading technology OEM and modular maker customers in Taiwan, Korea, China, the United
States, and Japan. Approximately 79% of our sales in 2022, 65% of our sales in 2023, and 65% of our sales in
2024 were attributable to our direct sales force while the remainder was attributable to distributors.
To supplement our direct sales, we have independent electronics distributors and sales representatives
located throughout the world. We selected these distributors and sales representatives based on their ability to
provide effective field sales, marketing communications and technical support for our products to our customers.
Our marketing group focuses on our product strategy, product development road maps, new product
introduction process, demand assessment, competitive analysis and product marketing. We seek to work with
potential and existing customers early in their design process to best match our products to their needs, and more
broadly, to ensure that product development activities, product launches, and on-going demand and supply
planning occur in a well-managed, timely basis in coordination with our R&D, operations, and sales groups, as
well as our customers and distributors. We also attend industry tradeshows and technical conferences to promote
our products and solutions, maintain close contact with our existing customers to assess demand, and keep
current with industry trends. Our participation in industry standards associations, such as the Institute of
27

Electrical and Electronics Engineers (“IEEE”), the Joint Electron Device Engineering Council (JEDEC), NVM
Express, and Open Compute Project (OCP) helps us monitor the latest industry developments and promote our
corporate profile. Our marketing group also works with our sales teams to identify new business opportunities.
We also have field application engineers (“FAEs”), who provide technical support and assistance to existing
and potential customers in designing, testing and qualifying systems that incorporate our products. Our FAE
organization is segmented by product and market to support our customers.
Research and Development
Our future success depends on our ability to introduce improvements to our existing products and to develop
new products that deliver cost-effective solutions for both existing and new markets. Our R&D efforts are
directed largely to both the development of algorithms and other technological building blocks necessary for
managing NAND flash and the use of these technological building blocks to develop a wide variety of NAND
flash controller solutions, which are ICs with embedded firmware, that can manage most available NAND flash
components and are used to create different classes of solid state storage devices, such as enterprise-grade SSDs
used in enterprise applications and data centers, client SSDs used in PCs and other client devices, eMMC and
UFS embedded storage for smartphones and IoT devices. We have assembled a core team of engineers who have
experience in the areas of firmware, digital and mixed-signal IC design and system-level architecture. Our R&D
expenses consist primarily of employee salaries and related benefits including stock-based compensation,
tape-out and related project expenses and intellectual property and software licensing costs. We expense R&D
expenditures as they are incurred.
Our primary R&D centers are located in Hsinchu and Taipei, Taiwan, and Shanghai, China. Our facilities in
Hsinchu and Taipei focus primarily on our NAND flash controller products, and our facilities in Shanghai focus
primarily on specific product requirements of our customers in China.
Our R&D activities broaden and strengthen our portfolio of intellectual property, including patents and trade
secrets. As of April 1, 2025, we have 3,087 patents and 1,100 pending applications worldwide, and we will
continue to actively pursue the filing of additional patent applications in important jurisdictions.
Our R&D expenses were approximately US$188.5 million, US$174.4 million, and US$217.8 million for the
years ended December 31, 2022, 2023 and 2024, respectively.
Manufacturing
We design and develop our products and electronically transfer our proprietary designs to independent
foundries for the manufacturing and processing of silicon wafers. Once the wafers are manufactured, they are
then shipped to third-party assembly and testing subcontractors. Individual IC dies are diced from wafers,
assembled into finished chips and undergo several stages of testing before delivery to our customers. For certain
products, we also ship bare dies to our customers. We believe that our strategy of outsourcing wafer fabrication,
packaging and testing enables us to benefit from the R&D efforts of leading manufacturers without having to
commit our own substantial capital investments. Our fabless business model also provides us with the flexibility
to engage vendors who offer services that best complement our products and technologies.
Wafer fabrication. TSMC and SMIC are currently our primary foundries that manufacture most of our
semiconductors. We use their fabs in Taiwan and China to fabricate our devices using CMOS process
technology, primarily with process nodes from 6 to 55 nanometers. We regularly evaluate the benefits and
feasibility, on a product-by-product basis, of migrating to more cost-efficient or high-performance low-power
manufacturing process technologies.
Assembly and testing. Following wafer fabrication, our wafers are shipped to our assembly and test
subcontractors where they are probed, singulated into individual dies, assembled into packaged chips, and
28

undergo the process of electronic final testing. To minimize cost and reduce turn-around time, our products are
designed to use low cost, industry standard packages and can be tested with widely available automatic testing
equipment. We currently engage companies such as Siliconware Precision Industries Ltd. (SPIL), Powertech
Technology Inc. (PTI), YoungTek Electronics Corp. (YTEC), Huatian Technology, and King Yuan Electronics
Corp. (KYEC) as our primary subcontractors for the assembly and testing of our products. We have dedicated
teams of manufacturing engineers who maintain control over this process from the early stages of manufacturing.
Our engineers work closely with our subcontractors to develop product testing and packaging programs to ensure
these programs meet our product specifications, thereby maintaining our ownership of the functional and
parametric performance of our semiconductors.
Quality and reliability assurance. We have designed and implemented a quality assurance system that
provides the framework for continual improvement of products, processes and customer service. To ensure
consistent product quality, reliability and yield, our quality assurance teams perform reliability engineering,
quality control, International Organization for Standardization (“ISO”) system development, document control,
subcontractor quality management and customer engineering services to closely monitor the overall process from
IC design to after-sale customer support. We rely on in-depth simulation studies, testing and practical application
testing to validate and verify our products. We emphasize a strong supplier quality management practice in
which our manufacturing suppliers and subcontractors are pre-qualified by our quality assurance teams. Our
suppliers are required to have a quality management system, certified to ISO 9000 standard as a minimum
requirement. Our operations have been ISO 9001 certified since 1999.
Competition
We face competition from multiple competitors, including Microchip and Phison, our flash memory
customers’ internal captive developments and small Chinese merchant controller suppliers.
The markets for our products are intensely competitive, and are characterized by rapid technological change,
evolving industry standards, frequent new product introductions and pricing pressures. Competition has
intensified due to the increasing demand for higher levels of performance at competitive prices. We expect
competition to intensify further as current competitors continue to strengthen the depth and breadth of their
product offerings and additionally, our competitors in China have benefited from the government’s
semiconductor localization policies. We believe that our ability to compete successfully in the rapidly evolving
markets for our products depends on several factors, including, but not limited to:
•
the performance, features, quality and price of our products;
•
the timing and success of new product introductions by us, our customers and our competitors;
•
emergence, rate of adoption and acceptance of new industry standards;
•
our ability to obtain adequate foundry capacity at competitive prices; and
•
the number and nature of our competitors in specific market sub-segments.
While our ability to effectively compete depends in large part on our ability to protect our intellectual
property, we believe that our technical expertise, customer support capabilities, and ability to introduce new
products in a timely and cost-effective manner will be important factors in maintaining our competitive position.
We expect increased competition in the future from emerging or established companies, customers or other
third parties, any of which could acquire significant market share. See “Risk Factors — Because the markets in
which we operate are highly competitive and many of our competitors have greater resources than we have, we
cannot be certain that our products will compete favorably in the marketplace” in Item 3 above.
Seasonality
See “Risk Factors — Our results of operations are subject to substantial quarterly and annual fluctuations
due to several factors that could adversely affect our business and the price of our ADSs,” “Risk Factors — We
29

are subject to the cyclical nature of the semiconductor industry, which has been subject to significant
fluctuations,” and “Risk Factors — NAND industry cyclicality could adversely affect our growth and
profitability” in Item 3 above and “Operating and Financial Review and Prospects — Principal Factors Affecting
Our Results of Operations” in Item 5 below.
Intellectual Property
Our success and future revenue growth depend, in part, on our ability to protect our intellectual property.
We rely on a portfolio of intellectual property rights, registered in the United States, Taiwan, and other countries,
including patents, copyrights and trademark registrations, trade secret laws, contractual provisions, licenses, and
other methods to protect our intellectual property.
As of April 1, 2025, we have 3,087 patents and 1,100 pending applications worldwide. There can be no
assurance that patents will ever be issued with respect to these pending applications. Furthermore, it is possible
that any patents held by us may be invalidated, circumvented, challenged or licensed to others. In addition, there
can be no assurance that such patents will provide us with competitive advantages or adequately safeguard our
proprietary rights. While we continue to file new patent applications with respect to our recent developments,
existing patents are granted for prescribed time periods and will expire at various times in the future. We expect
to continue to file patent applications where appropriate to protect our proprietary technologies.
Companies in the semiconductor industry have frequently demonstrated a readiness to commence litigation
based on allegations of patent and other intellectual property infringement. From time to time, third parties may
assert infringement claims against us. We may not prevail in any such litigation or may not be able to license
patents from third parties on commercially reasonable terms, if at all. Litigation, regardless of the outcome, is
likely to result in substantial cost and diversion of our resources, including our management’s time. Any such
litigation could materially adversely affect us. In addition, in the contracts under which we sell semiconductor
products, we may have agreed to indemnify our customers against losses arising out of claims of unauthorized
use of intellectual property.
We intend to protect our intellectual property rights vigorously, but there can be no assurance that our
efforts will be successful. In addition, the laws of other countries in which our products are sold may not protect
our products and intellectual property rights to the same extent as the laws of the United States.
We claim copyright and trademark protection for proprietary documentation for our products and a variety
of branding marks, respectively. We have registered “Silicon Motion” and its logo (a three-dimensional cube
depiction of the letters “SM”), “NANDSustain,” “NANDXtend,” “SSDLifeGuard,” “SSDLifeSaver,”
“TurboMLC,” “FerriSSD,” “Ferri-eMMC,” “Ferri-UFS,” the powered by SiliconMotion logo, “InstantView,”
“MonTitan,” the MonTitan logo, the Shannon Systems logo, “PCIe-RAID,” “DIRECT-IO,” “Hyper-IO,”
“Bigtera,” the Bigtera logo, “VirtualStor,” “CloudStor,” and “StorVisor” as trademarks in the United States,
Taiwan and/or other countries.
We also attempt to protect our trade secrets and other proprietary information through agreements with our
customers, suppliers, employees and consultants and other customary security measures.
We have entered into license agreements with third-party intellectual property vendors for wafer fabrication
tool libraries, semiconductor IP core, computer aided design tools and software.
Facilities
As of the date of this annual report, we occupy facilities totaling approximately 842,800 square feet,
excluding parking space, which house our management and administration, operations, R&D and sales and
marketing departments. Of our facilities, approximately 589,000 square feet are owned and approximately
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253,800 square feet are occupied under leases. We currently consider our facilities insufficient to meet our future
operational requirements; therefore, we are constructing a new office building to meet our anticipated future
needs, which is expected to be completed in June 2025. In 2018, we purchased 65,700 square feet of land in
Hsinchu, Taiwan for the construction of a future office building. In 2021, we executed a property development
agreement for the construction of a future office building in Taipei, Taiwan, and we expect to receive the
construction license later this year and the detailed development cost will be set after the construction license is
received. We expect to complete construction of the building in mid-2029. See “Risk Factor — We are subject to
risks associated with the development and construction of our office buildings” in Item 3 above. As of the date of
this annual report, the table below lists the location of our operating facilities.
Location
Primary Use
Approximate Square Footage
Hsinchu, Taiwan . . . . . . . . . . . .
R&D, management & administration
255,900
Hsinchu, Taiwan . . . . . . . . . . . .
Office building (Office)
393,900
Taipei, Taiwan . . . . . . . . . . . . .
R&D, sales & marketing
116,900
Shanghai, China . . . . . . . . . . . .
R&D, sales & marketing
34,400
Shenzhen, China . . . . . . . . . . . .
Sales & marketing
20,200
Milpitas, California . . . . . . . . .
Sales & marketing, management
13,300
Others (1) . . . . . . . . . . . . . . . . . .
Sales & marketing, management
8,200
(1)
Korea; Macau; Hong Kong; Yokohama, Japan; and Beijing, China
Leases covering our current facilities expire at varying dates, generally within the next five years. We
anticipate no difficulty in retaining occupancy through lease renewals, month-to-month occupancy or replacing
the leased facilities with equivalent facilities. As of December 31, 2024, lease obligations covering our current
facilities totaled US$14.9 million, of which US$2.5 million were short-term.
We currently own commercial property in Shanghai of approximately 20,000 square feet, which we use
63.6% spaces for our operations. Part of the Shanghai property is leased to third parties and the rest remains to be
leased.
Government Regulation
See “Risk Factors — Our business is subject to various governmental regulations, and compliance with
these regulations may cause us to incur significant expense” in Item 3 above.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations is based upon and should be
read in conjunction with our consolidated financial statements and the related notes included in this annual
report. This discussion may contain forward-looking statements based upon current expectations that involve
risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth under the caption “Risk Factors” included in
Item 3 of this annual report. See “Special Note Regarding Forward-Looking Statements.”
Overview
We are a global leader in developing NAND flash controllers for SSDs and other solid state storage devices.
We have over 20 years of experience developing specialized processor ICs that manage NAND components and
31

deliver market leading, high-performance storage solutions widely used in enterprise and hyperscale data centers,
PCs, smartphones and commercial and industrial applications. We have one of the broadest portfolios of
controller intellectual property developed from our deep understanding of NAND characteristics, which enables
us to design both unique, highly optimized configurable IC plus related firmware controller platforms and
complete turnkey controller solutions. In the last 10 years, we have shipped over six billion NAND flash
controllers. More NAND flash components, including current and up-coming generations of flash produced by
Kioxia, Micron, Samsung, SK Hynix and its subsidiary Solidigm, Western Digital (Sandisk) and YMTC, are
supported by Silicon Motion controllers than any other company. Our customers include NAND flash makers,
module makers, hyperscalers and OEMs.
We are a leading supplier of SSD controllers used in PCs and other client devices and leading merchant
supplier of eMMC/UFS controllers used in smartphones and IoT devices. We also leverage our controller
expertise to supply specialized small single-chip form factor SSDs for industrial, commercial and automotive
applications. We market our controllers under the “SMI” brand and single-chip SSDs under the “FerriSSD,”
“Ferri-eMMC,” and “Ferri-UFS” brands.
Summary of Consolidated Financial Results
Summary of the year ended December 31, 2024 is as follows:
•
Total revenue increased by 26% to US$803.6 million from US$639.1 million in the prior year.
•
Gross profit as a percentage of revenue increased by 3.6% points to 45.9% from 42.3% in the prior
year.
•
Total operating expenses increased by 20.6% to US$277.9 million from US$230.5 million in the prior
year.
•
Operating profit increased by 128% to US$90.9 million from US$39.9 million in the prior year.
•
Income tax expense as a percentage of income before income tax increased to 16.9% from 13.4% in the
prior year.
•
Diluted earnings per ADS increased by 67.7% to US$2.65 from US$1.58 in the prior year.
Principal Factors Affecting Our Results of Operations
Net sales. Our net sales consist primarily of sales of our products, after deducting sales discounts and
allowances for returns.
Our net sales are denominated primarily in U.S. dollars. The percentages of our net sales by currency for the
periods indicated are set forth in the following table:
Year Ended December 31,
2022
2023
2024
Currency
U.S. dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97%
98%
99%
Chinese yuan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3%
2%
1%
The length of our sales cycle, from the day purchase orders are received until products are shipped to
customers, is dependent on the availability of our product inventories. If we do not have sufficient inventories on
hand to meet customer demands, approximately three months are generally required from the day purchase
orders are received until finished goods are manufactured and shipped to customers. This cycle can take up to six
months during times when capacity at independent foundries is being fully utilized. The potential delays inherent
in the manufacturing process increase the risk that we may not be able to fulfill a customer’s order on time. All
32

our sales are made by purchase orders. Because our practice, which is consistent with industry practice, allows
customers to reschedule orders on relatively short notice, order backlog may not be a good indicator of our future
sales.
Because most of our semiconductor solutions are designed for the mobile and computing devices markets,
we expect our business to be subject to seasonality, with higher net sales generally in the second half of each
year, when customers place orders to meet increased demand during year-end holiday seasons. However,
changing market and business conditions, including foundry wafer supply shortages, as well as changing product
mix in recent years could make future assessments of the impact of seasonal factors on our business difficult.
Cost of sales. Our cost of sales consists primarily of the following costs:
•
cost of wafer fabrication;
•
assembly, testing and shipping costs of our semiconductors;
•
personnel and equipment costs associated with manufacturing support;
•
quality assurance;
•
cost of raw materials; and
•
write-down of inventory.
We engage independent foundries for the manufacturing and subcontractors for the assembly and testing of
our semiconductors. Our manufacturing cost is subject to the cyclical supply and demand conditions typical of
the semiconductor industry. Our cost per wafer generally fluctuates with the availability of capacity at
independent foundries. We believe that our cost of sales is substantially variable in nature.
Research and development expenses. Our R&D expenses consist primarily of employee salaries and related
costs, stock-based compensation, tape-out and related project expenses and intellectual property and software
licensing costs. We expense R&D expenditures as they are incurred.
Sales and marketing expenses. Our sales and marketing expenses consist primarily of employee salaries and
related costs, stock-based compensation expense, commissions paid to independent distributors and costs for our
advertising and promotional activities.
General and administrative expenses. Our general and administrative expenses consist primarily of
employee salaries and related costs, stock-based compensation expense, insurance premiums, professional fees
and allowance for doubtful accounts.
Accounting for stock-based compensation. We grant restricted stock units to our employees and members of
our board of directors. The value of our restricted stock units is expensed over the vesting period and based on
the grant date share price, less the present value of expected dividends during the vesting period, discounted at a
risk-free interest rate.
Non-operating income and expenses. Our non-operating income and expenses include unrealized holding
gain on investment, interest from deposited cash, gains or losses on foreign exchange rates, interest paid on loans
and other non-operating income and expenses not categorized above. We conduct an assessment on the value of
our long-term investments quarterly and make corresponding write-downs as required to the value of the long-
term investments.
Provision for income taxes. We must make certain estimates and judgments in determining income tax
expenses for financial statement purposes. These estimates and judgments occur in the calculation of tax credits,
benefits, deductions and allowance, and in the calculation of certain tax assets and liabilities, which arise from
differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well
as the interest and penalties related to uncertain tax positions.
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We have operations in several countries, which include Taiwan, China, Hong Kong, Macau and the United
States and determine income taxes for each of the jurisdictions where we operate.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
The preparation of our consolidated financial statements requires us to make estimates and judgments that
affect the reported amount of assets, liabilities, net sales and expenses, and related disclosure of contingent assets
and liabilities. We base our estimates and judgments on our historical experience, knowledge of current
conditions and our beliefs of what could occur in the future considering available information. Because our
estimates may vary in each situation, our actual results may differ from our estimates under different assumptions
and conditions.
Our management considers the following factors in reviewing our consolidated financial statements:
•
the selection of critical accounting policies; and
•
the judgments and other uncertainties affecting the application of those critical accounting policies.
The selection of critical accounting policies, the judgments and other uncertainties affecting the application
of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be
considered when reviewing our consolidated financial statements. Our principal accounting policies are set forth
in detail in Note 2 to our consolidated financial statements included elsewhere in this annual report.
Critical accounting estimates are defined as those accounting estimates made in accordance with U.S.
GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a
material impact on our financial condition or results of operations. We believe the following are our critical
accounting estimates:
Inventory valuation. We value inventories at the lower of cost or net realizable value for raw materials,
work-in-process and finished goods. Inventories are recorded at standard cost and adjusted to the approximate
weighted-average cost at the balance sheet date. We assess net realizable value of the inventory for estimated
obsolescence or unmarketable inventory based upon management’s assumptions about future demand and market
conditions. In estimating reserves for obsolescence, we primarily evaluate estimates based on the timing of the
introduction of new products and the quantities remaining of old products and provides reserves for inventory on
hand in excess of the estimated demand. Estimated losses on slow-moving items are recognized and included in
the allowance for losses. We wrote down US$15.8 million, US$7.9 million and US$6.1 million in 2022, 2023
and 2024, respectively, for estimated obsolete or unmarketable inventory, with write-downs in 2022, 2023 and
2024 primarily related to the value of NAND components and SSDs in inventory affected by rapidly falling
NAND prices and the restructuring of our underperforming product lines.
We have not made any material changes in the accounting methodology used to evaluate obsolescence or
unmarketable inventory during the last three fiscal years. However, if actual results are not consistent with our
estimates and assumptions used to calculate inventory write-downs, we may be exposed to inventory write-
downs that could be material. If we have experienced significant industry fluctuations, maturing product cycles
and new product introductions of both semiconductor companies’ and their customers’ products and fluctuations
in general economic conditions, we may be exposed to future obsolescence or unmarketable inventory.
Accounting for income taxes. In preparing our consolidated financial statements, we are required to estimate
our income taxes in each of the jurisdictions in which we operate. We are tax residents in numerous taxing
jurisdictions around the world and have identified our major tax jurisdictions as Taiwan, Hong Kong, Macau and
34

China with statutory tax rates of 20%, 16.5%, 12% and 25%, respectively, and estimate our actual current tax
exposure together with assessed temporary differences resulting from differing treatment of items for tax and
accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our
consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered
from future taxable income within the relevant jurisdiction and, to the extent we believe that recovery is not
likely, we must establish a valuation allowance. The total amount of valuation allowance as of December 31,
2022, 2023 and 2024 was US$20.2 million, US$23.1 million and US$27.8 million, respectively. We provide for
a valuation allowance to the extent we believe that it is more likely than not that the deferred tax assets will not
be recovered from future taxable income. Realization of future tax benefits related to the deferred tax assets is
dependent on many factors, including our ability to generate taxable income within the period during which the
temporary differences reverse, the outlook for the economic environment in which we operate, and the overall
future industry outlook. Should we determine that we would not be able to realize all or part of our net deferred
tax asset in the future, an additional allowance for the deferred tax asset would be charged to income in the
period the determination was made.
We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to
evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more
likely than not that the position will be sustained on audit, including resolution of related appeals or litigation
processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely
of being realized upon ultimate settlement. The total amount of unrecognized tax benefits as of December 31,
2022, 2023 and 2024 was US$37.1 million, US$43.8 million and US$43.6 million, respectively. As of
December 31, 2023 and 2024, US$7.9 million and US$6.8 million, respectively, of interest and penalties were
accrued. Fiscal years 2019 through 2024 remain subject to examination by the U.S. Internal Revenue Service and
other foreign tax jurisdictions. The ultimate outcome of tax matters may differ from our estimates and
assumptions. Unfavorable settlement of any particular issue would require the use of cash and could result in
increased income tax expense. Favorable resolution could result in reduced income tax expense. Within the next
12 months, we do not expect that our unrecognized tax benefits would change significantly. See Note 12 to our
consolidated financial statements for further information regarding changes in unrecognized tax benefits during
2024.
Legal Contingencies. From time to time, we are involved in legal actions or other third-party assertions
arising in the ordinary course of business. There can be no assurance these actions or other third-party assertions
will be resolved without costly litigation, in a manner that does not adversely impact our financial position,
results of operations or cash flows or without requiring royalty payments in the future, which may adversely
impact gross margins. We record a liability when it is probable that a loss has been incurred and the amount can
be reasonably estimated. In determining the probability of a loss and consequently, determining a reasonable
estimate, management is required to use significant judgment. Given the uncertainties associated with any
litigation, the actual outcome can be different than our estimates and could adversely affect our results of
operations, financial position and cash flows. See “Item 8. Legal Proceedings”.
35

Results of Operations
The following table sets forth our statements of operations as a percentage of net sales for the periods
indicated:
Year Ended December 31,
2022
2023
2024
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0% 100.0%
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.8
57.7
54.1
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49.2
42.3
45.9
Operating expenses:
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.0
27.3
27.1
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.3
4.2
3.4
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . .
3.3
4.4
3.9
Loss from settlement of litigation . . . . . . . . . . . . . . . . . . . . .
0.0
0.2
0.2
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26.6
36.1
34.6
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.6
6.2
11.3
Non-operating income (expenses):
Unrealized holding gain on investments . . . . . . . . . . . . . . . .
0.1
1.3
0.1
Gain on sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . .
0.0
0.0
0.0
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.3
1.9
1.8
Foreign exchange gain (loss), net . . . . . . . . . . . . . . . . . . . . . .
(0.5)
0.1
0.2
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.0
0.0
0.0
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.0
0.0
0.0
Total non-operating income (expenses) . . . . . . . . . . . . . . . . . . . . .
(0.1)
3.3
2.1
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22.5
9.5
13.4
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.2
1.3
2.3
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18.3%
8.2%
11.1%
Comparison of Year Ended December 31, 2024 to Year Ended December 31, 2023
Net sales.
Years Ended December 31
2023
2024
US$
% of net sales
US$
% of net sales
US$ change
% change
(in thousands, except percentage data)
Net sales
Mobile Storage . . . . . . . . . . . . . . . .
632,813
99
796,365
99
163,552
26
Others . . . . . . . . . . . . . . . . . . . . . . .
6,329
1
7,187
1
858
14
Net sales . . . . . . . . . . . . . . . . . . . . .
639,142
100
803,552
100
164,410
26
In 2024, our net sales increased by 26% year-over-year to approximately US$803.6 million, primarily due to
the continuing increase in market share with NAND makers, module makers and OEM customers. Our mobile
storage revenue increased by 26% year-over-year primarily because of an increase in sales of SSD controllers
and eMMC and UFS controllers, partially offset by a decline in sales of expandable storage controller sales and
SSD solutions. Our SSD controller sales increased in the range of 15% to 20% year-over-year to account for 50%
to 55% of revenue, a lower percentage of net sales than the prior year, eMMC plus UFS controller sales increased
in the range of 65% to 70% year-over-year to account for 35% to 40% of revenue, a higher percentage of net
36

sales than the prior year, and SSD solutions sales decreased in the range of 10% to 15% year-over-year to
account for 5% to 10% of revenue, a similar percentage of net sales as the prior year.
Gross profit
Years Ended December 31
2023
2024
US$
% of net sales
US$
% of net sales
US$ change
% change
(in thousands, except percentage data)
Gross profit . . . . . . . . . . . . . . . . . . . . . .
270,390
42
368,765
46
98,375
36
Gross profit as a percentage of net sales increased to 46% in 2024 as compared to 42% in 2023 primarily
because of new projects and our ability to efficiently scale new products. Our gross profit, excluding obsolete and
unmarketable inventory write-downs, as a percentage of revenue increased from 44% in 2023 to 47% in 2024.
Research and development expenses
Years Ended December 31
2023
2024
US$
% of net sales
US$
% of net sales
US$ change
% change
(in thousands, except percentage data)
Salary and benefits . . . . . . . . . . . . . . . . .
93,576
15
107,248
14
13,672
15
Stock-based compensation . . . . . . . . . . .
11,709
2
11,284
1
(425)
(4)
Other research and development . . . . . .
69,072
10
99,290
12
30,218
44
Research and development . . . . . . . . . .
174,357
27
217,822
27
43,465
25
Our R&D expenses increased by 25% year-over-year to approximately US$217.8 million in 2024 primarily
due to investing heavily in next generation solutions. Salary and benefits increased by 15% year-over-year to
approximately US$107.2 million in 2024 primarily because of expanded headcounts. Stock-based compensation
decreased by 4% year-over-year to approximately US$11.3 million. Other R&D expenses increased by 44%
year-over-year to approximately US$99.3 million, primarily because of higher IC tape-out and other project
expenses in 2024.
Sales and marketing expenses
Years Ended December 31
2023
2024
US$
% of net sales
US$
% of net sales
US$ change
% change
(in thousands, except percentage data)
Salary and benefits . . . . . . . . . . . . . . . . . . .
17,218
3
16,647
2
(571)
(3)
Stock-based compensation . . . . . . . . . . . . .
1,858
—
1,954
—
96
5
Other sales and marketing . . . . . . . . . . . . .
7,844
1
8,849
1
1,005
13
Sales and marketing . . . . . . . . . . . . . . . . . .
26,920
4
27,450
3
530
2
Our sales and marketing expenses increased by 2% year-over-year to approximately US$27.5 million in
2024. Salary and benefits decreased by 3% year-over-year to approximately US$16.6 million in 2024. Stock-
based compensation increased by 5% year-over-year to approximately US$2.0 million in 2024. Other sales and
marketing expenses increased by 13% year-over-year to approximately US$8.8 million.
37

General and administrative expenses
Years Ended December 31
2023
2024
US$
% of net sales
US$
% of net sales
US$ change
% change
(in thousands, except percentage data)
Salary and benefits . . . . . . . . . . . . . . . . . . .
11,220
2
11,215
2
(5)
—
Stock-based compensation . . . . . . . . . . . . .
3,574
—
3,407
—
(167)
(5)
Other general and administrative . . . . . . . .
13,129
2
16,732
2
3,603
27
General and administrative . . . . . . . . . . . .
27,923
4
31,354
4
3,431
12
Our general and administrative expenses increased by 12% year-over-year to approximately
US$31.4 million in 2024. Salary and benefits decreased less than 1% year-over-year to approximately
US$11.2 million in 2024. Stock-based compensation decreased by 5% year-over-year to approximately
US$3.4 million in 2024. Other general and administrative expenses increased by 27% year-over-year to
approximately US$16.7 million in 2024, primarily because of legal, financial advisory and other fees related to
dispute expenses in connection with arbitration of the terminated Merger Agreement.
Stock-based compensation
The following table presents details of total stock-based compensation that is included in each functional
line item in our consolidated statements of income:
Years Ended December 31
2023
2024
US$
% of net sales
US$
% of net sales
US$ change
% change
(in thousands, except percentage data)
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . .
406
—
311
—
(95)
(23)
Research and development . . . . . . . . . . . .
11,709
2
11,284
1
(425)
(4)
Sales and marketing . . . . . . . . . . . . . . . . . .
1,858
—
1,954
—
96
5
General and administrative . . . . . . . . . . . .
3,574
—
3,407
—
(167)
(5)
Total stock-based compensation . . . . . . . .
17,547
2
16,956
1
(591)
(3)
See Note 14 to our consolidated financial statements for a discussion of activity related to stock-based
awards.
Loss from settlement of litigation. We accrued US$1,312 thousand and US$1,250 thousand to settle legal
litigations in 2023 and 2024, respectively.
Unrealized holding gain on investment. We recognized a gain of US$8.0 million and US$0.5 million for the
net change in fair value of the investments in equity securities in 2023 and 2024, respectively.
Gain from disposal of long-term investment. We recognized a gain from disposal of BIWIN of
US$58 thousand for the year ended December 31, 2024.
Interest income. Our interest income increased to approximately US$14.5 million for the year ended
December 31, 2024 from approximately US$12.2 million for the year ended December 31, 2023 due to higher
interest rates.
Foreign exchange gain (loss), net. For the year ended December 31, 2024, we realized a foreign exchange
gain of US$1.4 million, compared with a gain of US$914 thousand for the year ended December 31, 2023. We
do not engage in any hedging activities.
38

Income tax expense. Income tax expense was approximately US$18.2 million for the year ended
December 31, 2024 compared to an income tax expense of approximately US$8.2 million for the year ended
December 31, 2023.
Net income. Net income was approximately US$89.2 million for the year ended December 31, 2024
compared to a net income of approximately US$52.9 million for the year ended December 31, 2023.
Comparison of Year Ended December 31, 2023 to Year Ended December 31, 2022
For the discussion covering the comparison between the years ended December 31, 2023 and 2022, please
refer to “Item 5” of our annual report on Form 20-F for the year ended December 31, 2023 filed with the SEC on
April 30, 2024.
Liquidity and Capital Resources
As of December 31, 2024, we had approximately US$276.1 million in cash and cash equivalents, a decrease
of US$38.2 million from December 31, 2023. We maintain our cash balances in bank deposits and in money
market instruments. We do not engage in any currency hedging activities.
We believe the cash we expect to generate from operating activities will be sufficient to meet our
anticipated working capital needs, capital expenditures, and other commitments for at least the next 12 months
and into the foreseeable future. Our future capital requirements will depend on many factors, including the level
of our net sales, the timing and extent of spending to support product development efforts, the expansion of sales
and marketing activities, the timing of introductions of new products, the costs to ensure access to adequate
manufacturing capacity, the continuing market acceptance of our products, and construction of our Hsinchu and
Taipei office buildings. We could be required, or could elect, to seek additional funding through public or private
equity or debt financing, and additional funds may not be available on terms acceptable to us or at all.
The following table sets forth a summary of our cash flows for the periods indicated:
Year Ended December 31,
2022
2023
2024
US$
US$
US$
(in thousands)
Consolidated Cash Flow Data:
Net cash provided by operating activities . . . . . . . . . . . . .
83,892
149,083
77,095
Net cash used in investing activities . . . . . . . . . . . . . . . . .
(32,942)
(49,085)
(44,089)
Net cash used in financing activities . . . . . . . . . . . . . . . . .
(183,096)
(16,690)
(67,255)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
18,931
21,810
25,331
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32,942)
(50,313)
(44,351)
Operating activities
Our net cash provided by operating activities was approximately US$77.1 million for the year ended
December 31, 2024, compared to net cash provided by operating activities of approximately US$149.1 million
and US$83.9 million during 2023 and 2022, respectively.
For the year ended December 31, 2024, cash flows provided by operations of US$77.1 million resulted
primarily from our net income of US$89.2 million and the following reasons:
•
Our net income includes substantial non-cash charges, namely US$25.3 million of depreciation and
amortization and US$17.0 million of stock-based compensation.
39

•
Net working capital increased by US$53.2 million. Inventories decreased by US$4.9 million, notes and
accounts receivable increased by US$39.0 million, notes and accounts payable decreased by
US$37.8 million, income tax payable increased by US$5.6 million, and other assets net of other
liabilities provided US$13.1 million of cash.
For the year ended December 31, 2023, cash flow provided by operations of US$149.1 million resulted
primarily from our net income of US$52.9 million and the following reasons:
•
Our net income includes substantial non-cash charges, namely US$21.8 million of depreciation and
amortization and US$17.5 million of stock-based compensation.
•
Net working capital decreased by US$64.4 million. Inventories decreased by US$72.1 million, notes
and accounts receivable decreased by US$11.4 million, notes and accounts payable increased by
US$19.6 million, income tax payable decreased by US$34.6 million, and other assets net of other
liabilities used US$4.1 million of cash.
Investing activities
Our net cash used in investing activities was approximately US$44.1 million for the year ended
December 31, 2024, compared to net cash used in investing activities of approximately US$49.1 million for the
year ended December 31, 2023. In 2024, we paid US$28.0 million for the routine purchase of software, design
tools and other items, and US$16.3 million for building construction in Hsinchu.
Our net cash used in investing activities was approximately US$49.1 million for the year ended
December 31, 2023, compared to net cash used in investing activities of approximately US$32.9 million for the
year ended December 31, 2022. In 2023, we paid US$21.1 million for the routine purchase of software, design
tools and other items, and US$28.0 million for building construction in Hsinchu.
Financing activities
Our net cash used in financing activities was approximately US$67.3 million for the year ended
December 31, 2024, compared to net cash used in financing activities of approximately US$16.7 million for the
year ended December 31, 2023. Our cash used in financing activities in 2024 consists primarily of
US$67.3 million of dividend payments.
Our net cash used in financing activities was approximately US$16.7 million for the year ended
December 31, 2023, compared to net cash used in financing activities of approximately US$183.1 million for the
year ended December 31, 2022. Our cash used in financing activities in 2023 consists primarily of
US$16.7 million of dividend payments.
Capital Return to Shareholders
Dividend. On October 30, 2023 and October 28, 2024, we announced an annual cash dividend of US$2.00
per ADS to be paid in four quarterly installments of US$0.50 per ADS, we paid US$16.7 million and
US$67.3 million to shareholders in 2023 and 2024, respectively.
The declaration and payment of future cash dividends is subject to our board of directors’ continuing
discretion and determination that the payment of dividends is in the best interests of our shareholders and is in
compliance with all laws and agreements applicable to the declaration and payment of cash dividends.
Share Repurchase. In the year ended December 31, 2022, we repurchased 1.6 million ADSs for
US$128.8 million at an average price of US$79.18 per ADS. On February 6, 2025, our board of directors
authorized a share repurchase program to repurchase up to $US50 million of our ADSs over a 6-month period.
40

Share repurchases are made in the open market or according to other methods in compliance with SEC
Rule 10b-18 under the Exchange Act, subject to market conditions, applicable legal requirements and other
factors. Share repurchase plans announced do not obligate us to acquire any particular amount of ADSs and may
be suspended at any time at our discretion.
Cash Requirements
Our material cash requirements include the following contractual and other obligations:
Operating Leases. Operating lease obligations represent the undiscounted remaining lease payments
primarily for our leased property and equipment, see Note 15 to our consolidated financial statements. As of
December 31, 2024, these obligations totaled US$14.9 million, of which US$2.5 million was short-term.
Office Building Construction. In September 2018, the Company paid US$58.9 million to acquire land in
Hsinchu, Taiwan intended for its future Taiwan headquarters building. Construction began in January 2021, and
as of December 31, 2024, the project, with a capitalized cost of US$61.8 million, remains under construction,
with completion expected in June 2025. In addition, we won a bid with a third party to build an office building in
Taipei, and we entered into a property development agreement in May 2021. We expect to receive the
construction license later this year and the detailed development cost will be set after the construction license is
received. We expect to complete construction of the building in mid-2029. Therefore, at this time, we are unable
to accurately measure the construction progress and make a reasonably reliable estimate of the timing and future
payments to the contractor, see Note 16 to our consolidated financial statements.
Tax Liability. Tax liability represents the provision for income tax and uncertain tax position recognized, see
Note 12 to our consolidated financial statements. As of December 31, 2024, short-term taxes payable totaled
US$13.1 million. We decreased long-term taxes payable of US$0.2 million related to uncertain tax positions as
of December 31, 2024. At this time, we are unable to make a reasonably reliable estimate of the timing of
payments in individual years beyond 12 months due to uncertainties in the timing and outcome of a potential tax
audit.
41

Recent Accounting Pronouncements
Please refer to Note 2 to the consolidated financial statements.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and Senior Management
Members of our board of directors are elected by our shareholders. Our board of directors consists of nine
directors. Members of our senior management are appointed by, and serve at the discretion of, our board of
directors. The following table sets forth information regarding our directors and senior management members as
of the date of this annual report.
Name
Age
Position
James Chow . . . . . . . . . . . . . . .
74
Chairman of the Board
Wallace C. Kou . . . . . . . . . . . . .
66
President, Chief Executive Officer and Managing Director
Steve Chen . . . . . . . . . . . . . . . .
53
Director
Tsung-Ming Chung . . . . . . . . . .
75
Director
Lien-Chun Liu . . . . . . . . . . . . . .
67
Director
Han-Ping D. Shieh . . . . . . . . . .
71
Director
Kenneth Kuan-Ming Lin . . . . . .
72
Director
Cain Lin . . . . . . . . . . . . . . . . . .
63
Director
Jason Tsai . . . . . . . . . . . . . . . . .
52
Chief Financial Officer
Nelson Duann . . . . . . . . . . . . . .
56
Senior VP of Client & Automotive Storage Business and Director
Alex Chou . . . . . . . . . . . . . . . . .
61
Senior VP of Enterprise Storage & Display Interface Solution Business
Robert Fan . . . . . . . . . . . . . . . . .
61
Senior VP of Global Sales
Senior Management Members and Directors
James Chow, Chairman of the Board of Directors
Mr. Chow has served as the Chairman of our board of directors since April 2005. Mr. Chow has been the
Chairman of Concord Financial Co., Ltd. since 1993. Concord Financial Co., Ltd. is an investment holding
company. Mr. Chow has an MBA from Columbia University.
Wallace C. Kou, President, Chief Executive Officer, Managing Director
Mr. Kou founded Silicon Motion in 1995 and has been our President and Chief Executive Officer since our
founding. Prior to founding Silicon Motion, Mr. Kou was the Vice President and Chief Architect at the
Multimedia Products Division of Western Digital Corporation, which developed graphics processors for
notebook PCs and was sold to Philips Semiconductor in 1995. Before Western Digital, Mr. Kou worked for
Wyse Technology. Mr. Kou has a BS in Electrical & Control Engineering from the National Chiao Tung
University in Taiwan and an MS in Electrical & Computer Engineering from the University of California at
Santa Barbara.
Steve Chen, Director
Mr. Chen joined our board of directors in 2012. Mr. Chen is the chairman of Mercuries Co., Ltd. Mr. Chen
has dual M. Eng. from Cornell University.
Tsung-Ming Chung, Director
Mr. Chung joined our board of directors in June 2005. Mr. Chung is currently the Chairman of Dynapack
International Technology Corp., a leading provider of battery packs for notebook PCs, tablets, and battery backup
42

units (BBUs) for data centers. From 1985 to 2000, Mr. Chung was an audit partner at Arthur Andersen. He also
serves as a director of Far East International Bank and previously served as a director of Fubon Hyundai Life
Insurance Corporation until March 2024. Mr. Chung has a BA in Business Administration from the National
Taiwan University and an MBA from the National Cheng-chi University in Taiwan.
Lien-Chun Liu, Director
Ms. Liu joined our board of directors in June 2005. She serves on the board of the International Council of
Women, on the board of supervisors of Concord VIII Venture Capital Co., Ltd. and on the board of directors of
New Tamsui Golf Course. She was formerly a research fellow at the Taiwan Research Institute and served on the
board of supervisors of China Television Corp. from 2000 to 2004. Ms. Liu has a BA from Wellesley College
and a JD from Boston College Law School.
Han-Ping D. Shieh, Director
Mr. Shieh joined our board of directors in 2014. He is Life Chair Professor at National Yang MingChiao
Tung University (NYCU) in Taiwan, a life fellow of the IEEE, a fellow of Optical Society of America (OSA)
and the Society for Information Display (SID), and a board member of Dynapack International Tech. Corp., and
Focal Tech Inc. Mr. Shieh received his Ph D in Electrical and Computer Engineering from Carnegie Mellon
University in 1987. He joined National Chiao Tung University (NCTU) as a professor in 1992 and was
previously a Research Staff Member at the IBM Thomas J. Watson Research Center. He was the Dean of the
College of Electrical and Computer Engineering and a Senior Vice President of NCTU and a Vice Chancellor of
the University System of Taiwan.
Kenneth Kuan-Ming Lin, Director
Mr. Lin joined our board of directors in September 2018. Mr. Lin was previously a director on our board
from 2009 to 2014. Mr. Lin is the Chairman of Premier Capital Management Corp., and Ruby Tech Corp., the
Chief Executive Officer of SINOCON Industrial Standards Foundation and Deputy Secretary-General of
Cross-Strait CEO Summit. He was previously the Chairman of Taiwan Venture Capital Association and Taiwan
Private Equity Association. Mr. Lin has a BS in Electrical Engineering from the National Taiwan University.
Cain Lin, Director
Mr. Lin joined our board of directors in December 2023. Mr. Lin is the Managing Director of Cedar Capital
Inc., and he formerly served on the board of directors of Auras Technology Co., Ltd. Mr. Lin has over 35 years
of experience in the semiconductor and venture capital industries in executive-level roles and holds a BA in
Electronic Engineering from National Chen Kung University in Taiwan, an MBA from Santa Clara University,
and an MS in Electronic Engineering from the University of Florida.
Jason Tsai, Chief Financial Officer
Mr. Tsai joined us as VP of IR and Finance in September 2023, became our interim Chief Financial Officer
in April 2024 and was appointed as our Chief Financial Officer in October 2024. He has over 25 years of
experience in strategic finance, corporate strategy, investor relations, and Wall Street. His corporate experience
spans from software (SaaS) to hardware and semiconductors and prior to rejoining Silicon Motion, Mr. Tsai was
Head of IR at Zendesk, Synaptics and Silicon Motion (2008 – 2019) as well as over a decade as a Wall Street
equity research analyst. Mr. Tsai holds a BA in Economics and Molecular and Cell Biology from UC Berkeley.
Nelson Duann, Senior VP of Client & Automotive Storage Business and Director
Mr. Duann became our Senior Vice President of Client & Automotive Storage in December 2023, after
serving as Senior Vice President of Marketing and R&D for mobile storage since November 2018. In this role, he
43

oversees product planning, major OEM business development and OEM project management for the Company’s
client SSD controllers, mobile controllers, Ferri products and expandable controllers. He joined Silicon Motion
in August 2007 as a product marketing director and R&D team leader. Having served with Silicon Motion since
2007, Mr. Duann has nearly 25 years of experience in product design, development, and marketing in the
semiconductor industry. Mr. Duann was most recently leading Silicon Motion’s marketing and R&D efforts and
has played a key role in leading the company’s OEM business for mobile storage and SSD controller solutions,
helping to introduce these products and growing them into the market leaders in these markets today. Prior to
Silicon Motion, he worked for Sun Microsystems focusing on UltraSPARC microprocessor projects. Mr. Duann
has an MS in Communications Engineering from National Chiao Tung University in Taiwan and an MS in
Electrical Engineering from Stanford University.
Alex Chou, Senior VP of Enterprise Storage & Display Interface Solution Business
Mr. Chou became our Senior Vice President of Enterprise Storage & Display Interface Solution in
December 2023. In this role, he is responsible for leading the Company’s enterprise storage group, to expand the
business into data center and enterprise storage as well as expand the Company’s display interface business into
the PC docking market. Mr. Chou has over 30 years industry experience in ASIC design/applications
engineering, product marketing, business strategy, and executive-level business engagement. Prior to Silicon
Motion, Mr. Chou was Senior Vice President at Synaptics, where he was the GM responsible for the growth and
success of its Wireless Connectivity business. Prior to that, he spent more than 18 years at Broadcom, and was
responsible for their enterprise networking, Wi-Fi network solutions and client WIFI/BT/GNSS as VP of Product
Marketing at Broadcom’s Wireless Connectivity BU. Mr. Chou holds an BS degree from National Cheng Kung
University in Taiwan, and an MS in Computer Engineering from Syracuse University in New York.
Robert Fan, Senior VP of Global Sales
Mr. Fan became our Senior Vice President of Global Sales in December 2023 and has served as President of
SMI USA, our business operations in the Americas and Europe since November 2016 until his promotion in
December 2023. He leads Silicon Motion’s worldwide sales, sales operations and FAEs. He also oversees
corporate marketing communications and public relations. Mr. Fan joined Silicon Motion in May 2013. Prior to
Silicon Motion, Mr. Fan served in executive management roles at Spansion, IDT, and at two venture capital-
backed startups. He also spent over nine years at Intel in sales, marketing and management positions and was a
chip designer earlier in his career. Mr. Fan holds a BS in EECS from UC Berkeley, an MSEE from Santa Clara
University and completed the General Management Executive Program at McCombs School of Business,
University of Texas.
There is no arrangement or understanding with major shareholders, customers, suppliers or others pursuant
to which any person referred to above was selected as a director or member of senior management. There are no
family relationships among any of our directors or senior management members.
Board Practices
Board Committees
Our board of directors has established an audit committee, a compensation committee, and a nominating and
corporate governance committee.
Audit Committee. The audit committee is responsible for, including, but is not limited to, reviewing the
financial information that will be provided to shareholders and others; reviewing the systems of internal controls
that management and the board of directors have established; appointing, retaining and overseeing the
performance of independent registered public accounting firms; overseeing our accounting and financial
44

reporting processes, the audits of our consolidated financial statements and the internal control over financial
reporting; pre-approving audit and permissible non-audit and non-assurance services provided by independent
registered public accounting firms; and overseeing cybersecurity risk management. Mr. Tsung-Ming Chung,
Ms. Lien-Chun Liu, and Mr. Cain Lin are members of our audit committee. Our board of directors has
determined that Mr. Tsung-Ming Chung, the Chairman of the audit committee, is the committee’s “audit
committee financial expert” under applicable SEC rules and an independent director under Nasdaq listing
standards.
Compensation Committee. The compensation committee is responsible for, including, but is not limited to,
reviewing the performance and development of management in achieving corporate goals and objectives and
assuring that our senior executives are compensated effectively in a manner consistent with our strategy,
competitive practice and the requirements of the appropriate regulatory bodies. The compensation committee
also administers the Company’s Incentive-Based Compensation Recovery Policy (the “Clawback Policy”). This
committee oversees, reviews and administers all of our compensation, equity and employee benefit plans and
programs. Ms. Lien-Chun Liu, Mr. Steve Chen, and Mr. Cain Lin are members of our compensation committee,
with Mr. Chen serving as the Chairman of the compensation committee.
Nominating and Corporate Governance Committee. The nominating and corporate governance committee is
responsible for, including, but are not limited to, overseeing, reviewing and making periodic recommendations
concerning our corporate governance policies, and for recommending to the full board of directors, candidates
for election to the board of directors. Ms. Lien-Chun Liu, Mr. Steve Chen, and Mr. Cain Lin are members of our
nominating and corporate governance committee, with Ms. Liu serving as the Chairman of the nominating and
corporate governance committee.
Our board of directors has adopted a code of conduct and ethics (the “Code of Ethics”), which is applicable
to all our directors, officers (which includes members of senior management), and employees. Our Code of
Ethics is posted on our website at https://www.siliconmotion.com/company/corporate-citizenship-files/
Silicon_Motion_Code_of_Ethics.pdf.
Duties of Directors
Under Cayman Islands law, our directors have a duty to act honestly, in good faith and with a view to the
best interests of our company and for a proper purpose. A director must exercise the skill and care of a
reasonably diligent person having both – (a) the general knowledge, skill and experience that may reasonably be
expected of a person carrying out the same functions as are carried out by that director in relation to the company
(an objective test), and (b) if greater, the general knowledge, skill and experience that that director actually
possesses (a subjective test). In fulfilling their duty of care to our company, our directors must ensure compliance
with our memorandum and articles of association. Our Company has the right to seek damages if a duty owed by
our directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek
damages in the name of our company if a duty owed by our directors is breached. Our board of directors has all
the powers necessary for managing, and for directing and supervising, our business affairs. The functions and
powers of our board of directors include, among other things:
•
convening shareholders’ meetings and reporting its work to shareholders at such meetings;
•
implementing shareholders’ resolutions;
•
determining our business plans and investment proposals;
•
formulating our profit distribution plans and loss recovery plans;
•
determining our debt and finance policies and proposals for the increase or decrease in our share capital
and the issuance of debentures;
•
formulating our major acquisition and disposition plans, and plans for merger, division or dissolution;
45

•
proposing amendments to our amended and restated memorandum and articles of association; and
•
exercising any other powers conferred by the shareholders or under our amended and restated
memorandum and articles of association.
Terms of Directors and Senior Management
Our amended and restated articles of association provide that, at each annual general meeting, one-third of
our directors for the time being (or, if their number is not a multiple of three, the number nearest to but not
greater than one-third) shall retire from office by rotation provided that the chairman of our board of directors,
and/or the managing director of our company shall not, whilst holding such office, be subject to retirement by
rotation nor to be taken into account in determining the number of directors to retire.
The directors to retire by rotation shall include any director who wishes to retire and not offer him/herself
for re-election. Any further directors to retire shall be those of the other directors subject to retirement by rotation
who have been longest in office since their last re-election or appointment so that as between persons who
became or were last re-elected directors on the same day those to retire will (unless they otherwise agree among
themselves) be determined by lot. Any director appointed pursuant to article 86(2) or appointed by the directors
pursuant article 86(3) will not be taken into account in determining which particular directors or the number of
directors who are to retire by rotation.
The directors have the power to appoint any person as a director either to fill a casual vacancy on the board
of directors or as an addition to the existing board of directors. Any director so appointed shall hold office only
until the next following annual general meeting of our company and shall then be eligible for re-election.
Two of our seven directors are currently subject to re-election at our next annual general meeting of
shareholders.
Our officers, including members of senior management, are appointed by and serve at the discretion of our
board of directors.
Limitation on Liability and Other Indemnification Matters
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association
may provide for indemnification of officers (which includes members of senior management) and directors,
except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,
such as to provide indemnification against civil fraud or the consequences of committing a crime. Under our
amended and restated articles of association, our company is authorized to indemnify its directors, secretary and
other officers (which includes members of senior management) for the time being and the liquidator or trustees
(if any) for the time being acting in relation to any of the affairs of our Company and everyone of them, and
everyone of their heirs, executors and administrators, from and against all actions, costs, charges, losses,
damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or
may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their
duty or supposed duty, in their respective offices or trusts provided that any such indemnity shall not extend to
any matter in respect of any fraud, dishonesty, willful misconduct or bad faith which may attach to them. Our
amended and restated articles of association contains a provision by which its shareholders waive any claim or
right of action that they may have, whether individually or by or in the right of our company, against any director
on account of any action taken by such director, or the failure of such director to take any action in the
performance of his or her duties with or for our company, except in respect of any fraud or dishonesty of such
director.
Compensation of Directors and Senior Management
Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on
an individual basis and we have not otherwise publicly disclosed this information elsewhere.
46

For the year ended December 31, 2024, the aggregate compensation to our directors and senior management
members was approximately US$3.73 million. In 2024, under the 2015 Incentive Plan (the “2015 Plan”), we
granted restricted stock units to our directors and senior management members as a group to acquire an aggregate
of 248,400 ordinary shares. The restricted stock units granted to our senior management members and
non-executive directors are subject to the same vesting conditions as those of our employees. As of December 31,
2024, the total amount set aside as an estimate by us to provide pension, retirement or similar benefits to our
members of senior management (we do not provide any such benefits to our directors in such capacities) was in
the aggregate amount of approximately US$0.27 million.
Service Contracts
We currently do not have service contracts with our directors.
Share-Based Compensation Plan and Option Grants
2015 Incentive Plan
On June 3, 2015, the board of directors adopted the 2015 Plan. The 2015 Plan reserved 20,000,000 ordinary
shares for issuance upon exercise of stock options and restricted stock units. The 2015 Plan provides for the grant
of stock options, stock bonuses, restricted stock awards, restricted stock units and stock appreciation rights to our
employees (including members of senior management), directors and consultants.
Share Reserve. The aggregate number of ordinary shares that may be issued pursuant to awards granted
under the 2015 Plan may not exceed 20,000,000.
The following types of shares issued under the 2015 Plan may again become available for the grant of new
awards under the 2015 Plan: restricted stock issued under the 2015 Plan that is forfeited or repurchased by us
prior to it becoming fully vested; shares withheld for taxes; shares tendered to us to pay the exercise price of an
option; and shares subject to awards issued under the 2015 Plan that have expired or otherwise terminated
without having been exercised in full.
Administration. The board of directors will administer the 2015 Plan and may delegate this authority to
administer the 2015 Plan to a committee. Currently, the board of directors delegated the administration of the
2015 Plan to the compensation committee. Subject to the terms of the 2015 Plan, the plan administrator, which is
our board of directors or its authorized committee, determines recipients, grant dates, the amounts and types of
stock awards to be granted and the terms and conditions of the stock awards, including the period of their
exercisability and vesting. Subject to certain limitations, the plan administrator will also determine the exercise
price of options granted, the purchase price for restricted stock and restricted stock units, and, if applicable, the
strike price for stock appreciation rights.
Capitalization adjustments. In the event of a dividend or other distribution (whether in the form of cash,
ordinary shares, other securities, or other property), recapitalization, stock split, reorganization, merger,
consolidation, exchange of our ordinary shares or our other securities, or other change in our corporate structure,
the board of directors may adjust the number and class of shares that may be delivered under the 2015 Plan and
the number, class and price of the shares covered by each outstanding stock award.
Changes in control. In the event of a change in control of the Company, all outstanding options and other
awards under the 2015 Plan may be assumed, continued or substituted for by any surviving or acquiring entity. If
the surviving or acquiring entity elects not to assume, continue or substitute for such awards, the vesting of such
awards held by award holders whose service with us or any of our affiliates has not terminated will be
accelerated and such awards will be fully vested and exercisable immediately prior to the consummation of such
transaction, and the stock awards shall automatically terminate upon consummation of such transaction if not
exercised prior to such event.
47

Future amendments and termination. The board of directors may amend (subject to shareholder approval if
required by applicable law), suspend or terminate the 2015 Plan at any time. The 2015 Plan will terminate
pursuant to its terms on June 3, 2025.
Supplemental Equity-Linked Incentive Program
On July 29, 2024, our board of directors approved and adopted a Supplemental Equity-Linked Incentive
Program (the “2024 Supplemental Program”), which became effective on September 5, 2024.
The 2024 Supplemental Program is formed for the purpose of long-term savings and financial management,
and it is established as the Employee Welfare Savings Association of Silicon Motion, Inc. (the “Savings
Association”), where members collectively oversee and manage the Savings Association’s welfare savings funds
entrusted to CTBC Bank Co., Ltd. (the “Trustee”). The Savings Association will hold the stock of Silicon Motion
for all members, who are regular salaried employees of the Company and its subsidiaries who have completed at
least three months of continuous employment, but does not include fixed-term contract staff, part-time
employees, or interns, in a long-term manner using a dollar-cost averaging approach and will enable all members
to share in the positive outcomes of the operational growth of the Company. The aim is to accumulate personal
wealth and retain talent in the Company.
Employees
The following table sets forth the number of our employees categorized by function as of the dates
indicated.
As of December 31,
2022
2023
2024
Management and administration . . . . . . . . . . . . . . . . . . . . . . . . . .
133
118
123
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
42
38
R&D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,262
1,229
1,490
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202
157
168
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,643
1,546
1,819
As of December 31, 2024, we had 1,819 total employees, including 1,560 in Taiwan, 33 in the United
States, 205 in China, 10 in Korea, and 11 in Japan. Of our total employees, 1,640 are engineers.
We do not have any collective bargaining arrangements with our employees and consider our relations with
our employees to be good.
Share Ownership
Under U.S. securities law, a person is deemed to be a “beneficial owner” of a security if that person has or
shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment
power,” which includes the power to dispose of or to direct the disposition of such security. A person is also
deemed to be the beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of
securities as to which such person has no economic interest.
48

There were 135,934,680 of our ordinary shares outstanding as of March 31, 2025. The following table sets
forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2025, less
otherwise indicated in the footnotes, by each of our directors and members of senior management:
Ordinary Shares
Beneficially
Owned
Number
%
Senior Management and Directors:
James Chow (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,643,666
1.2
Wallace C. Kou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,854,856
1.4
Steve Chen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101,200
*
Tsung-Ming Chung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,000
*
Lien-Chun Liu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
285,480
*
Han-Ping D. Shieh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44,011
*
Kenneth Kuan-Ming Lin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,000
*
Cain Lin (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,000
*
Jason Tsai (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
213,000
*
Nelson Duann . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,800
*
Alex Chou . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,000
*
Robert Fan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,600
*
*
Less than one percent
(1)
Represents 1,643,666 ordinary shares owned by Mr. Chow. Mr. Chow is the chairman of Concord
Consulting Inc. and Concord Financial Co. Ltd. which owned 42,445 and 196,491 ordinary shares,
respectively. Mr. Chow disclaims any beneficial ownership of these shares.
(2)
Represents 60,000 ordinary shares owned by his spouse.
(3)
Represents 161,000 ordinary shares owned by Mr. Tsai and 52,000 ordinary shares owned by his family
members.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
There was no erroneously awarded compensation that was required to be recovered pursuant to our
Clawback Policy during the fiscal year ended December 31, 2024.
Clawback Policy
The Company maintains a policy required by the rules of Nasdaq and the SEC providing that, subject to
certain exemptions provided by the rules of Nasdaq and the SEC, in the event that the Company is required to
prepare an accounting restatement, it will recover incentive based-compensation received by any current or
former executive officer that was based upon the attainment of a financial reporting measure that was
erroneously awarded during the three-year period preceding the date that the restatement was required.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
As of March 31, 2025, there were 135,934,680 of our ordinary shares outstanding. The Bank of New York
Mellon (the “Depositary Bank”), the depositary under our ADS deposit agreement, has advised us that as of
March 31, 2025, we had 33,918,499 ADSs outstanding, representing 135,673,996 ordinary shares.
49

The following table sets forth information with respect to the beneficial ownership of more than 5% of our
ordinary shares as of March 31, 2025:
Identity of person or group
Number of
ordinary shares owned
Percentage
Owned
FMR LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,958,296 (1)
6.6%
(1)
According to a Schedule 13G filed with the SEC on November 12, 2024, Abigail P. Johnson is a Director,
the Chairman and the Chief Executive Officer of FMR LLC, and Ms. Johnson may be deemed to have
dispositive power over the securities held by the FMR LLC. FMR LLC’s principal address is 245 Summer
Street, Boston, Massachusetts 02210.
To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation, by any
foreign government or by any other natural or legal persons, severally or jointly.
No holder of our ordinary shares has preferential voting rights.
Related Party Transactions
No related party transactions occurred since January 1, 2022.
ITEM 8.
FINANCIAL INFORMATION
Consolidated Financial Statements
See “Item 18. Financial Statements” and pages F-1 through F-29 of this annual report.
Legal Proceedings
As an active operating company, we are subject to certain legal proceedings and claims, either asserted or
unasserted, which arise in the ordinary course of business. Although the outcome of such proceedings and claims
cannot be predicted with certainty, management does not believe that the outcome of any of these matters will
have a material adverse effect on our business, results of operations, financial position or cash flows. Any
litigation, however, involves potential risk and potentially significant litigation costs, and therefore there can be
no assurance that any litigation which is now pending or which may arise in the future would not have such
material adverse effect on our business, financial position, results of operations or cash flows.
On October 5, 2023, the Company filed a claim in the SIAC against MaxLinear for breaching the Merger
Agreement. In the arbitration, the Company is seeking payment of the termination fee of US$160 million,
together with further substantial damages, interests, and costs. The arbitration tribunal has been constituted, a
procedural timetable has been issued and a hearing has been fixed for October 2025. If the Company succeeds in
its claims, MaxLinear will likely be ordered to pay the Company’s legal fees and the costs of the arbitration. If
the Company does not succeed in some or all of its claims and/or in defending the counterclaim, it may be
ordered to pay some or all of MaxLinear’s legal fees and the costs of the arbitration. The quantum of the legal
fees and costs to be paid by either party will be decided by the tribunal. No assurance can be given that if an
award is granted in the Company’s favour, that the award can be collected or that the Company will not be
required to take further measures to be able to collect the award. Under the SIAC Arbitration Rules, all matters
relating to the proceedings are confidential.
On August 31, 2023, a Silicon Motion ADS holder (the “Plaintiff”) filed a putative class action complaint in
the United States District Court for the Southern District of California, captioned Water Island Event-Driven
Fund v. MaxLinear, Inc., No. 23-cv-01607 (S.D. Cal.), asserting claims against MaxLinear and two of its officers
(the “MaxLinear Defendants”) for alleged violations of (i) Section 10(b) of the Exchange Act and Rule 10b-5
50

promulgated thereunder and (ii) Section 20(a) of the Exchange Act, in connection with alleged false and
misleading statements made by the MaxLinear Defendants between June 6, 2023 and July 26, 2023 concerning
MaxLinear’s intent to consummate the Merger Agreement. On August 28, 2024, the court dismissed the
complaint against the MaxLinear Defendants without prejudice for lack of standing. On September 18, 2024, the
Plaintiff filed an amended complaint against the MaxLinear Defendants, and also added Silicon Motion and two
of our officers, Messrs. Kou and Lai (the “Silicon Motion Defendants”), asserting substantially similar claims
under the Exchange Act. The complaint seeks compensatory damages, including interest, costs and expenses, and
such other equitable or injunctive relief that the court deems appropriate. The Silicon Motion Defendants filed a
motion to dismiss the amended complaint on November 25, 2024, as did the MaxLinear Defendants. Those
motions are fully briefed as of February 7, 2025. The Silicon Motion Defendants believe that the claims asserted
against them are without merit and intend to defend themselves vigorously.
Dividend Policy
See “Risk Factors — There can be no assurance that we will declare cash dividends in the future in any
particular amounts or at all” in Item 3 above.
Significant Changes
No significant changes have occurred since the date of our audited consolidated financial statements.
ITEM 9.
THE OFFER AND LISTING
Our ADSs, each representing four of our ordinary shares, have been listed on Nasdaq since June 30, 2005.
Our ADSs trade under the symbol “SIMO.” Nasdaq is the principal trading market for our ADSs, which are not
listed on any other exchanges in or outside the United States.
ITEM 10.
ADDITIONAL INFORMATION
Memorandum and Articles of Association
The information called for by Item 10.B of Form 20-F (“Memorandum and Articles of Association”) is
incorporated by reference to the information under the heading “Description of Share Capital” in our Registration
Statement on Form F-1, as amended (Registration Number 333-125673) and as filed with the SEC on June 9,
2005.
Material Contracts
We have not entered into any material contracts within the past two fiscal years other than in the ordinary
course of business and other than those described in Item 4, “Information on the Company” or elsewhere in this
annual report.
Exchange Controls
There are currently no exchange control regulations or currency restrictions in the Cayman Islands.
Taxation
United States Federal Income Taxation
The following discussion summarizes certain U.S. federal income tax consequences to a U.S. Holder, as
defined below, who purchases our ADSs and ordinary shares. This discussion assumes that investors will hold
their ADSs or ordinary shares as capital assets (generally, property held for investment). This discussion does not
51

discuss all aspects of U.S. federal income taxation which may be important to particular investors in light of their
individual circumstances, including investors subject to special taxation, such as:
•
banks and financial institutions;
•
brokers and dealers in securities or currencies;
•
insurance companies;
•
tax-exempt organizations and retirement plans;
•
grantor trusts;
•
S corporations;
•
persons holding ADSs or ordinary shares as part of hedging, conversion, constructive sale, straddle or
other integrated transactions;
•
persons who acquired their ordinary shares upon the exercise of employee stock options or otherwise as
compensation;
•
persons who have elected the mark-to-market method of accounting;
•
persons who own 10% or more of our ADSs or shares;
•
real estate investment trusts or regulated investment companies;
•
U.S. persons whose “functional currency” is not the U.S. dollar;
•
certain former citizens or long-term residents of the United States; and
•
Non-U.S. Holders (as defined below).
This discussion is based in part on representations by the Depositary Bank and assumes that each obligation
under the deposit agreement and any related agreement will be performed in accordance with its terms.
Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), and U.S. Treasury regulations, rulings and judicial decisions hereunder as of the date
hereof. Such authorities are subject to change, possibly on a retroactive basis, which may result in U.S. federal
income tax consequences different from those discussed below.
A person considering an investment in our ADSs or ordinary shares is urged to consult its tax advisor
concerning U.S. federal, state, local and non-U.S. income and other tax consequences.
A U.S. Holder is a beneficial owner of ADSs or ordinary shares that is for U.S. federal income tax purposes:
•
a citizen or resident individual of the United States;
•
a corporation or other entity taxable as a corporation created or organized in or under the laws of the
United States, any state thereof, or the District of Columbia;
•
an estate the income of which is subject to U.S. federal income taxation, regardless of its source; or
•
a trust if it is subject to the primary supervision of a court within the United States and one or more
U.S. persons have the authority to control all substantial decisions of the trust or has a valid election in
effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
A beneficial owner of ADSs or ordinary shares that is not a U.S. Holder is referred to herein as a “Non-U.S.
Holder.” If a partnership or limited liability company treated as a partnership for U.S. federal income tax
purposes holds ADSs or ordinary shares, the tax treatment of a partner or member will generally depend on the
status of the partner or member and the activities of the partnership or such limited liability company. A partner
of a partnership or a member of such a limited liability company holding ADSs or ordinary shares is urged to
consult its tax advisors regarding an investment in our ADSs or ordinary shares.
52

ADSs. In general, for U.S. federal income tax purposes, a U.S. Holder of ADSs will be treated as the owner
of the underlying ordinary shares that are represented by such ADSs. Deposits and withdrawals of ordinary
shares in exchange for ADSs will not be subject to U.S. federal income taxation.
Distributions on ADSs or ordinary shares. Unless the passive foreign investment company rules, as
discussed below, apply, the gross amount of the distributions in respect of the ADSs or ordinary shares will be
subject to tax as dividend income to the extent of our current and accumulated earnings and profits, as
determined under U.S. federal income tax principles. Subject to certain limitations, dividends paid to
non-corporate U.S. Holders, including individuals, may be eligible for a reduced rate of taxation if we are
deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes, provided that such holder
satisfies certain holding period requirements with respect to the ownership of our ADSs or ordinary shares.
Subject to the exceptions discussed below, a corporation is a qualified foreign corporation if it is:
•
a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the
United States that includes an exchange of information program; or
•
a foreign corporation if its stock with respect to which a dividend is paid or its ADSs backed by such
stock are readily tradable on an established securities market within the United States.
The Cayman Islands is not a party to any double tax treaty with the United States. A foreign corporation
(even if it is described above) does not constitute a qualified foreign corporation if, for the taxable year in which
the dividend is paid or the preceding taxable year, the foreign corporation is or was a passive foreign investment
company. Although we believe that we are a qualified foreign corporation because the ADSs will be traded on an
established U.S. securities market and as discussed below, we believe that we were not a passive foreign
investment company for our 2024 tax year, no assurance can be given in this regard. In addition, our status as a
qualified foreign corporation may change. A U.S. Holder that exchanges its ADSs for ordinary shares may not be
eligible for the reduced rate of taxation on dividends if the ordinary shares are not deemed to be readily tradable
on an established securities market within the United States.
Dividends will be includable in a U.S. Holder’s gross income on the date actually or constructively received
by the Depositary Bank, in the case of ADSs or, in the case of ordinary shares, by such U.S. Holder. These
dividends will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in
respect of dividends received from other U.S. corporations.
To the extent we pay dividends on the ADSs or ordinary shares in a currency other than the U.S. dollar, the
U.S. dollar value of such dividends should be calculated by reference to the exchange rate prevailing on the date
of actual or constructive receipt of the dividend, regardless of whether the foreign currency is converted into U.S.
dollars at that time. If the foreign currency is converted into U.S. dollars on the date of actual or constructive
receipt of such dividends, the tax basis of the U.S. Holder in such foreign currency will be equal to its U.S. dollar
value on that date and, as a result, the U.S. Holder generally should not be required to recognize any foreign
currency exchange gain or loss. Dividends paid in respect of the ADSs or ordinary shares generally will be
treated as income from sources outside the United States.
To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits,
the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the
ADSs or ordinary shares, and the balance in excess of adjusted basis will be taxed as capital gain.
Sale, exchange or other disposition of ADSs or ordinary shares. Unless the passive foreign investment
company rules, as discussed below, apply, upon the sale, exchange or other disposition of ADSs or ordinary
shares a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount
realized upon the sale, exchange or other disposition and the adjusted tax basis of the U.S. Holder in the ADSs or
ordinary shares. The capital gain or loss generally will be long-term capital gain or loss if, at the time of sale,
exchange or other disposition, the U.S. Holder has held the ADS or ordinary share for more than one year. Net
53

long-term capital gains of non-corporate U.S. Holders, including individuals, are generally eligible for
preferential rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss that a
U.S. Holder recognizes generally will be treated as gain or loss from sources within the United States for U.S.
foreign tax credit limitation purposes.
Additional tax on net investment income. An additional 3.8% federal income tax may be assessed on net
investment income (including dividends, other distributions, and gain realized on the sale of ADSs or ordinary
shares) earned by certain U.S. Holders.
Passive foreign investment company rules. In general, we will be classified as a passive foreign investment
company for any taxable year in which either (a) at least 75% of our gross income is passive income or (b) at
least 50% of the value (determined on the basis of a quarterly average) of our assets is attributable to assets that
produce or are held for the production of passive income. For this purpose, passive income generally includes
dividends, interest, royalties, rents (other than rents and royalties derived in the active conduct of a trade or
business and not derived from a related person), annuities and gains from assets that produce passive income. If
we own directly or indirectly at least 25% by value of the equity shares of another corporation, we will be treated
for purposes of the passive foreign investment company tests as owning a proportionate share of the assets of the
other corporation, and as receiving directly a proportionate share of the other corporation’s income.
We believe, based on our present and projected composition of our income and valuation of our assets, we
were not classified as a passive foreign investment company for U.S. federal income tax purposes for our 2024
tax year, although no assurance can be given in this regard. Whether we are a passive foreign investment
company for any particular taxable year is determined on an annual basis and will depend on the composition of
our income and assets, including goodwill. The calculation of goodwill will be based, in part, on the then market
value of our capital stock, which is subject to fluctuation. Accordingly, there can be no assurance that we will not
be classified as a passive foreign investment company in the current or any future taxable year.
If we are a passive foreign investment company for any taxable year during which a U.S. Holder has an
equity interest in our company, then the company will continue to be treated as a passive foreign investment
company with respect to such U.S. Holder for all succeeding taxable years during which the hold ADS or
ordinary shares in the company. Accordingly, unless the U.S. Holder makes a mark-to-market election as
discussed below, such U.S. Holder will be subject to special tax rules in any future taxable year regardless of
whether we are classified as a passive foreign investment company in such future years with respect to (a)
“excess distributions” and (b) gain from the disposition of stock. Excess distributions are defined generally as the
excess of the amount received with respect to the equity interests in the taxable year over 125% of the average
annual distributions received in the shorter of either the three previous years or a U.S. Holder’s holding period
before the taxable year and must be allocated ratably to each day of the U.S. Holder’s holding period. The
amount allocated to the current taxable year or any year before we became a passive foreign investment company
will be included as ordinary income in a U.S. Holder’s gross income for that year. The amount allocated to other
prior taxable years will be taxed as ordinary income at the highest rate in effect for a U.S. Holder in that prior
year and the tax is subject to an interest charge at the rate applicable to deficiencies in income taxes. The entire
amount of any gain realized upon the sale or other disposition of the equity interests will be treated as an excess
distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income
and, to the extent allocated to years prior to the year of sale or disposition with respect to which we were a
passive foreign investment company, will be subject to the interest charge described above.
In certain circumstances, instead of being subject to the excess distribution rules discussed above, a U.S.
Holder may make an election to include gain on the ADSs or ordinary shares of a passive foreign investment
company as ordinary income under a mark-to-market method, provided that the ADSs or ordinary shares are
regularly traded on a qualified exchange. Under current law, the mark-to-market election is only available for
ADSs or ordinary shares that are regularly traded within the meaning of U.S. Treasury regulations on certain
designated U.S. exchanges and foreign exchanges that meet trading, listing, financial disclosure and other
54

requirements to be treated as a qualified exchange under applicable U.S. Treasury regulations. The Nasdaq Stock
Market is a qualified exchange. The ordinary shares may not be eligible for mark-to-market treatment under the
foregoing rule even if the ADSs otherwise satisfy the applicable requirement.
If a U.S. Holder makes a mark-to-market election, the U.S. Holder will include each year as ordinary
income, rather than capital gain, the excess, if any, of the fair market value of the U.S. Holder’s ADSs or
ordinary shares at the end of the taxable year over such U.S. Holder’s adjusted basis in the ADSs (or ordinary
shares, if applicable) and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted basis
of these ADSs or ordinary shares over their fair market value at the end of the taxable year, but only to the extent
of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s basis
in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. Any gain or loss on
the sale of the ADSs or ordinary shares will be ordinary income or loss, except that this loss will be ordinary loss
only to the extent of the previously included net mark-to-market gain.
If we are treated as a passive foreign investment company with respect to a U.S. Holder then, under certain
circumstances such U.S. Holder must file Internal Revenue Service Form 8621 for their interest in the Company.
A U.S. Holder is urged to consult its tax advisor concerning the U.S. federal income tax consequences of an
investment in our ADSs or ordinary shares if we are or become a passive foreign investment company, including
the possibility of making a mark-to-market election.
Information Reporting and Back-up Withholding. The Foreign Account Tax Compliance Act (“FATCA”)
generally requires that individuals that hold certain specified foreign financial assets worth in excess of certain
thresholds of US$50,000 or more, depending on the individual’s circumstances, report such ownership to the IRS
using IRS Form 8938. The definition of specified foreign financial assets includes not only financial accounts
maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution,
any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that
has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. A U.S. Holder may be
subject to this reporting requirement unless such holder’s ADSs or ordinary shares are held in an account at a
domestic financial institution. The penalty for failing to file Form 8938 is substantial.
U.S. holders generally are subject to information reporting requirements with respect to dividends on, or
proceeds from the disposition of, our ordinary shares. In addition, a U.S. holder may be subject, under certain
circumstances, to backup withholding at a rate of up to 24% with respect to dividends paid on, or proceeds from
the disposition of, our ordinary shares unless the U.S. holder provides proof of an applicable exemption or
correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup
withholding rules. A U.S. holder of our ordinary shares who provides an incorrect taxpayer identification number
may be subject to penalties imposed by the IRS. Amounts withheld under the backup withholding rules are not an
additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability,
provided the required information is timely furnished to the IRS.
Cayman Islands Taxation
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income,
gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other
taxes likely to be material to our company levied by the Government of the Cayman Islands except for stamp
duties that may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the
Cayman Islands. The Cayman Islands are a party to a double tax treaty entered into with the United Kingdom in
2010 but otherwise is not party to any double tax treaties. No stamp duty is payable in the Cayman Islands on
transfers of shares of Cayman Islands companies, except those which hold interests in land in the Cayman
Islands. There are no exchange control regulations or currency restrictions in the Cayman Islands.
55

We have, pursuant to the Tax Concessions Act of the Cayman Islands, obtained an undertaking that:
•
no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or
gains or appreciation applies to us or our operations; and
•
the aforesaid tax or any tax in the nature of estate duty or inheritance tax are not payable on or in
respect of our ordinary shares, debentures or other obligations of our company.
The undertaking that we have obtained is for a period of 20 years from April 25, 2025.
The Cayman Islands, together with several other non-European Union jurisdictions, have introduced
legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures
engaged in certain activities which attract profits without real economic activity. With effect from January 1,
2019, the International Tax Co-operation (Economic Substance) Act (As Revised) (the “Substance Act”) came
into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman
Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies
incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019, onwards.
As our company is a Cayman Islands company, compliance obligations include filing annual notifications, which
need to state whether our company is carrying out any relevant activities and if so, whether our company has
satisfied economic substance tests to the extent required under the Substance Act. As it is a new regime, it is
anticipated that the Substance Act will evolve and be subject to further clarification and amendments. See “Risk
Factor — The enactment of legislation implementing changes in the taxation of international business activities,
the adoption of other tax reform policies or changes in tax legislation or policies could materially impact our
financial position and results of operations” in Item 3 above.
Documents on Display
We have previously filed with the SEC our registration statement on Form F-6 under the Securities Act with
respect to our ADSs.
All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov.
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the
Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required
to file annually a Form 20-F no later than four months after the close of each fiscal year, which is December 31.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and
content of quarterly reports and proxy statements, and our officers, directors, and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act.
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk. Our exposure to changes in interest rates is limited to interest income generated by our
cash deposited with banks and short-term investments maintained in principal protected notes. We have not
entered into any interest rate swap transactions. We do not believe that a 1% change in interest rates would have
a significant impact on our operations.
Foreign currency risk. The majority of our revenue, cost of sales, accounts receivable, inventory and
accounts payable are denominated in U.S. dollars. The majority of our operating expense relating to salaries and
benefits and accounts payable related to these expenses are denominated in foreign currencies, primarily the NT
dollar. Fluctuations in currency exchange rates could harm our business in the future. We do not utilize foreign
exchange derivatives contracts to protect against changes in foreign exchange rates.
Also refer to “Risk Factors — Our business, financial condition and results of operations could be adversely
impacted by the political and economic conditions of the countries in which we conduct business and operate and
in which our products are used and sold” in Item 3 above.
56

Investment Risk. We have minority stake equity investments in Cashido, Vastview, Kinara, BIWIN, and
TWSC companies related to the semiconductor and other technology industries. These investments, with the
exception of BIWIN and TWSC, are privately-held companies accounted for under the measurement alternative
method. This is because our ownership is less than 20%, and we do not have the ability to exercise significant
influence over the operations of these companies. As of December 31, 2024 and 2023, these investments in
privately-held companies had a carrying value of US$6.5 million and US$6.5 million, respectively. BIWIN is
listed on the Shanghai Stock Exchange and TWSC is listed on the Shenzhen Stock Exchange. We had an
unrealized holding gain of US$0.5 million and US$8.0 million in 2024 and 2023, respectively. Based on a
sensitivity analysis performed as of December 31, 2024 and 2023, a hypothetical adverse price change of 10%
would have decreased our non-operating income by approximately US$1.1 million and US$1.1 million in 2024
and 2023, respectively. We monitor these investments for impairment and make appropriate reductions in
carrying value when an impairment is deemed to be other than temporary. There were no impairments losses for
the years ended on December 31, 2023 and 2024.
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Fees and Charges by ADS Holders. The following table summarizes the fees and charges that holders of our
ADSs, which are evidenced by the ADRs, may have to pay to the Depositary Bank pursuant to the ADS deposit
agreement:
Type of Service
Associated Fee or Charge
For the execution and delivery of ADRs upon deposit or
substitution of the deposited shares evidenced by the
ADSs, share distributions or the exercise of subscription
rights to purchase additional ADSs
Up to US$5.00 per 100 ADS (or portion thereof)
For the surrender of ADRs upon withdrawing deposited
shares represented by ADRs, including upon termination
of the deposit agreement
Up to US$5.00 per 100 ADS (or portion thereof)
For distribution of any cash dividends made on the
deposited shares represented by the ADRs
Up to US$0.02 per ADS (or portion thereof)
For distribution of any dividends in securities, other than
in ordinary shares, made on the deposited shares
represented by ADRs
Up to US$5.00 per 100 ADS (or portion thereof)
General depositary services
Up to US$0.02 per ADS (or portion thereof) per
calendar year, except where a fee has already been
charged for a cash distribution during that calendar
year, as provided above
Fees and expenses of the Depositary Bank
As incurred by the Depositary Bank and billed to the
ADS holders
In addition, the ADS holders will be responsible for any tax or other governmental charge that becomes
payable by the Depositary Bank or the custodian with respect to any ADRs or any deposited share represented by
any ADR. The Depositary Bank may deduct the amount of any such taxes or other governmental charges from
any dividends or other distributions or may sell for the account of an ADS holder any part or all of the deposited
shares represented by that holders’ ADRs for the payment of any such tax or other governmental charged owed.
The Depositary Bank collects its fees for delivery and surrender of ADSs directly from ADS holders
depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.
The Depositary Bank collects fees for making distributions to ADS holders by deducting those fees from the
57

amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary Bank may
collect its annual fee for depositary services by deductions from cash distributions or by directly billing ADS
holders or by charging the book-entry system accounts of participants acting for them. The Depositary Bank may
generally refuse to provide fee-attracting services until its fees for those services are paid.
Fees and Payments by the Depositary Bank. The Depositary Bank has agreed to pay us 90% of the issuance
fees (less the Depositary Bank’s custody expenses), cancellation fees (less the Depositary Bank’s custody
expenses), depositary servicing fees (less any expenses, including charges of the Depositary Bank or central
securities depositories) and dividend fees (less any expenses incurred by the Depositary Bank relating to the
collection of such cash dividend fees) collected by the Depositary Bank during each subsequent contract year
effective as of July 8, 2019. The Depositary Bank has further agreed to reimburse us for certain standard
out-of-pocket administrative and maintenance and registered ADS holder service expenses, including, but not
limited to, annual report delivery, dividend fund remittance, dividend payment notification, proxy service
coordination, record date notification, registered ADS holder transfers and reporting and certain of our other
expenses incurred in connection with maintaining and promoting our ADS program. The amount of annual
reimbursements is subject to certain limits. For the year ended December 31, 2024, the Depositary Bank owed us
a reimbursement of US$0.6 million, net of withholding tax, for our expenses incurred in connection with
maintaining and promoting our ADS program, which was paid in full in August 2024. Any non-standard
out-of-pocket administration and maintenance fees and expenses, including, but not limited to, reasonable legal
fees and expenses incurred by the Depositary Bank and any expenses incurred by the Depositary Bank for the
servicing of non-registered ADS holders and for special services, each of which is subject to our prior written
consent, must be paid by us.
58

PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of our disclosure controls and procedures as of
December 31, 2024. Disclosure controls and procedures are designed to ensure that the information required to
be disclosed in the reports that we file or submit under the Exchange Act, including this annual report, is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
The evaluation was performed with the participation of our key corporate senior management, and under the
supervision of our Chief Financial Officer (“CFO”), Jason Tsai, and our President and Chief Executive Officer
(“CEO”), Wallace Kou. In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and operated, can provide only
reasonable, rather than absolute, assurances of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and
procedures. Based on the foregoing, our management, including our CEO and CFO, concluded that our
disclosure controls and procedures were effective as of December 31, 2024.
Management’s Report on Internal Control over Financial Reporting
Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our
internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in
accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our
receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
our assets that could have a material effect on the consolidated financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2024, based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Their assessment included an
evaluation of the design of our internal control over financial reporting and testing of the operational
effectiveness of our internal control over financial reporting. Based on that assessment, our management
concluded that as of December 31, 2024, the Company’s internal control over financial reporting was effective.
Deloitte & Touche, the independent registered public accounting firm that audited our consolidated financial
statements included in this annual report has issued an attestation report regarding internal control over financial
reporting.
59

Changes in Internal Control over Financial Reporting
During 2024, no change to our internal control over financial reporting occurred that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
All internal control systems no matter how well designed and implemented have inherent limitations. Even
systems determined to be effective may not prevent or detect misstatements or fraud and can only provide
reasonable assurance with respect to disclosure and financial statement presentation and reporting. Additionally,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changed conditions and the degree of compliance with the policies or procedures may
deteriorate.
Attestation Report of the Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Silicon Motion Technology Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Silicon Motion Technology Corporation and
subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31,
2024, of the Company and our report dated April 30, 2025, expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S.
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
60

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Touche
Taipei, Taiwan
Republic of China
April 30, 2025
ITEM 16.
[RESERVED]
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Tsung-Ming Chung, the Chairman of our audit committee, is
an “audit committee financial expert” under applicable SEC rules and an independent director under Nasdaq
listing standards.
ITEM 16B.
CODE OF ETHICS
Our board of directors has adopted the Code of Ethics applicable to all of our directors, officers (which
includes members of senior management), and employees, including our CEO and our CFO, consistent with the
requirements of Nasdaq. For further information, see our Code of Ethics posted on our website
(https://www.siliconmotion.com/company/corporate-citizenship-files/Silicon_Motion_Code_of_Ethics.pdf). We
intend to post on our website all disclosures that are required by the rules and regulations of the SEC or by
Nasdaq rules concerning any amendments to, or waivers from, any provision of our Code of Ethics.
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche has acted as the independent registered public accountants of our Company and its
subsidiaries for fiscal years 2023 and 2024. The following table sets forth the aggregate fees by categories
specified below in connection with certain professional services rendered by Deloitte & Touche for the periods
indicated.
2023
2024
US$
US$
(in thousands)
Audit Fees (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
840
906
Tax Fees (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
290
266
All Other Fees (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,165
1,172
61

(1)
Audit Fees. This category includes the audit and review of our annual financial statements and services that
are normally provided by the independent auditors in connection with regulatory filings or engagements,
advice provided on audit and accounting matters that arise during, or as a result of, the audits or the reviews
of interim financial statements, audit procedures related to reviews of offering documents, registration
statements and issuance of comfort letters.
(2)
Tax Fees. This category consists of professional services rendered by Deloitte & Touche for tax compliance
and tax advice. The services for the fees disclosed in this category include tax return preparation and
technical tax advice.
(3)
All other fees. This category includes professional services associated with other advisory services rendered
by Deloitte & Touche.
Our audit committee is responsible for the retention of our independent registered public accounting firm,
which currently is Deloitte & Touche. Our audit committee has adopted its own rules of procedure, in the form of
an audit committee charter. The audit committee’s rules of procedure provide for a process with respect to the
prior approval of all non-audit services to be performed by our independent auditors. Our audit committee reports
to our board of directors regarding the scope and results of our annual audits, compliance with our accounting
and financial policies and management’s procedures and policies related to the adequacy of our internal
accounting controls.
In 2024, our audit committee approved all of the audit services provided by Deloitte & Touche and the other
services provided by Deloitte & Touche.
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.
CORPORATE GOVERNANCE
We are incorporated in the Cayman Islands and our corporate governance practices are governed by
applicable Cayman Islands law. In addition, because our ADSs are listed on Nasdaq, we are subject to Nasdaq
corporate governance requirements. Nasdaq Listing Rule 5615(a)(3) permits foreign private issuers like us to
follow “home country practice” with respect to certain corporate governance matters, such as, for example, our
establishment in 2015 of our 2015 Plan. We are committed to a high standard of corporate governance. As such,
we endeavor to comply with the Nasdaq corporate governance practices and believe that we are currently in
compliance with Nasdaq corporate governance practices that are applicable to foreign private issuers.
ITEM 16H.
MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
62

ITEM 16J. INSIDER TRADING POLICIES.
We have adopted the Silicon Motion Technology Corporation Insider Trading and Investor
Communications Policy (the “Insider Trading Policy”) that governs the purchase, sale, and/or other dispositions
of our securities by directors, senior management, employees, consultants, and contractors that is reasonably
designed to promote compliance with applicable insider trading laws, rules, regulations and listing standards. A
copy of the Insider Trading Policy is filed as Exhibit 11.1 to this annual report.
ITEM 16K. CYBERSECURITY.
Risk Management and Strategy
Cybersecurity risk management is an integral part of our overall enterprise risk management program. Our
cybersecurity risk management program is designed based on the National Institute of Standards and Technology
(NIST) cybersecurity framework. This framework includes steps for (a) identifying cybersecurity threats,
assessing the severity, identifying the source and whether the threat is associated with a third-party service
provider; (b) reporting material cybersecurity incidents to management and our board of directors;
(c) implementing safeguards, countermeasures and mitigation strategies; and (d) remediation and restoration of
the affected systems. Our cybersecurity team also engages third-party security experts for defense protection
capability assessment and system enhancements. In addition, our cybersecurity team provides trainings, security
exercises, security awareness electronic direct mail (eDM) and social engineering drills regularly.
Our dedicated information technology (“IT”) personnel are experienced information systems security
professionals and information security managers with more than 19 years of relevant experience. Our IT team
provides cybersecurity reports quarterly that cover, among other topics, suspicious behaviors, end devices
security logs analysis, suspicious activity analysis and statistics, and updates to the company’s cybersecurity
programs and mitigation strategies.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely
to materially affect our business strategy, results of operations, or financial condition. However, despite our
efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not
experienced an undetected cybersecurity incident.
Corporate Governance
Our board of directors has overall oversight responsibility for our risk management, and delegates
cybersecurity risk management oversight to the audit committee. The audit committee is responsible for ensuring
that management has processes in place designed to identify and evaluate cybersecurity risks to which the
company is exposed and implement processes and programs to manage cybersecurity risks and mitigate
cybersecurity incidents.
Management is responsible for identifying, considering and assessing material cybersecurity risks on an
ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored,
putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity
programs are under the direction of an “Incident Notification” established by the audit committee consisting
currently of significant cybersecurity incidents, who receive reports from our cybersecurity team led by the
“Cyber Forensics Report” and monitors the prevention, detection, mitigation, and remediation of cybersecurity
incidents.
63

PART III
ITEM 17.
FINANCIAL STATEMENTS
Not applicable.
ITEM 18.
FINANCIAL STATEMENTS
Our consolidated financial statements are included in this annual report at pages F-1 through F-29.
ITEM 19. EXHIBITS
Exhibit
Number
Description
1.1
Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the
Company’s Registration Statement on Form F-1 (file no. 333-125673) filed with the SEC on June 9,
2005).
1.2
Articles of Association of the Company (incorporated by reference to Exhibit 3.2 to the Company’s
Registration Statement on Form F-1 (file no. 333-125673) filed with the SEC on June 9, 2005).
2.1
Specimen of American Depositary Receipt (incorporated by reference to Exhibit 4.1 to the
Company’s Registration Statement on Form F-1 (file no. 333-125673) filed with the SEC on June 9,
2005).
2.2
Form of Amended and Restated Deposit Agreement (incorporated by reference to Exhibit 1 to the
Company’s Registration Statement on Form F-6 (file no. 333-125801) filed with the SEC on
December 5, 2013).
2.3
Silicon Motion Technology Corporation 2015 Incentive Plan (incorporated by reference to
Exhibit 4.1 of the Company’s registration statement on Form S-8 filed with the SEC on June 11,
2015).
2.4
Description of Securities registered under Section 12 of the Exchange Act (incorporated by
reference to Exhibit 2.4 of the Company’s Annual Report on Form 20-F filed with the SEC on
April 30, 2024).
4.1
Agreement and Plan of Merger, dated as of May 5, 2022, by and among the Company, MaxLinear
and Merger Sub (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on
Form 6-K filed with the SEC on May 6, 2022).
8.1
List of Subsidiaries (incorporated by reference to Exhibit 8.1 of the Company’s Annual Report on
Form 20-F filed with the SEC on April 30, 2024).
11.1*
Silicon Motion Technology Corporation Insider Trading and Investor Communications Policy.
12.1*
Certification of Principal Executive Officer Required by Rule 13a-14(a).
12.2*
Certification of Principal Financial Officer Required by Rule 13a-14(a).
13.1**
Certification of Principal Executive Officer and Principal Financial Officer required by
Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
23.1*
Consent of Deloitte & Touche.
97.1
Silicon Motion Technology Corporation Incentive-Based Compensation Recovery Policy
(incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 20-F filed
with the SEC on April 30, 2024).
101.INS*
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document.
64

Exhibit
Number
Description
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File — the cover page XBRL tags are embedded within the
Exhibit 101 Inline XBRL document set.
*
Filed herewith.
**
Furnished herewith.
65

SIGNATURES
The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sign this annual report on its behalf.
SILICON MOTION TECHNOLOGY CORPORATION
By: /s/ Wallace C. Kou
Wallace C. Kou,
President and Chief Executive Officer
Date: April 30, 2025
66

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1060) . . . . . . . . . . . . . . . . . . . .
F-2
Consolidated Balance Sheets as of December 31, 2023 and 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
Consolidated Statements of Income for the Years Ended December 31, 2022, 2023 and 2024 . . . . . . . . . . . .
F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2023 and
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-6
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2022,
2023 and 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2023 and 2024 . . . . . . . .
F-8
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-9
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Silicon Motion Technology Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Silicon Motion Technology Corporation
and subsidiaries (the “Company”) as of December 31, 2023 and 2024, the related consolidated statements of
income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the
period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2024, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated April 30, 2025, expressed an
unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit committee
and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we
are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
F-2

Inventory Valuation — Refer to Notes 2 and 5 to the consolidated financial statements.
Critical Audit Matter Description
The Company’s inventories are stated at the lower of cost or net realizable value. Cost is determined on
standard basis and adjusted to the approximate weighted-average cost at the balance sheet date. The Company
adjusts the inventory carrying value to the lower of weighted-average cost or the estimated net realizable value
after completing ongoing reviews of estimated obsolescence or unmarketable inventory based upon the timing of
the introduction of new products and the quantities remaining of old products. Actual product demand may be
significantly different than in the past or forecasted by the Company, which could have a material adverse effect
on the Company’s inventories and cost of sales. As of December 31, 2024, the Company’s net inventory balance
was $199,229 thousand.
We identified net realizable value of inventory as a critical audit matter because of significant judgments
made by management related to the forecasted product demand, which includes assumptions about the future
market and economic conditions. This required a high degree of auditor’s judgment and an increased extent of
effort when performing audit procedures to evaluate the reasonableness of net realizable value of inventory.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s net realizable value of inventory included the following,
among others:
•
We obtained an understanding of the Company’s methodology for determining inventory that is
obsolete or unmarketable and the key assumptions and judgments made as part of the process,
including the forecasted demand.
•
We tested the effectiveness of controls over the review of the provision for obsolete or unmarketable
inventories based on the Company’s methodology, including management’s evaluation of the inventory
aging and the forecasted demand.
•
We tested the accuracy and completeness of the underlying data management utilized in evaluating
inventory aging of the obsolescence reserve on a sampling basis.
•
We evaluated the reasonableness of the Company’s methodology and key assumptions and judgments
the Company used to estimate the net realizable value of inventory by performing the following:
•
We compared the inventory level to forecasted product demand, historical sales, and subsequent
sales.
•
We performed peer analysis and industry analysis to evaluate the reasonableness of the trend of
the forecasted product demand.
•
We performed corroborating inquiries with the personnel responsible for sales forecasting to
evaluate the reasonableness of the product demand forecasts.
•
We made inquiries of various personnel in the Company including, but not limited to, finance and
operations personnel about the expected timing of the introduction of new products.
•
We tested the mathematical accuracy of management’s calculations.
•
We evaluated whether there is an existence of contradictory evidence based on the information
obtained from the Company’s internal communications to management, press releases, and
industry reports, as well as our observations and inquires as to changes within the business.
/s/ Deloitte & Touche
Taipei, Taiwan
Republic of China
April 30, 2025
We have served as the Company’s auditor since 1999.
F-3

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value)
December 31
2023
2024
US$
US$
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
314,302
276,068
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
194,701
233,744
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
216,950
199,229
Restricted assets-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,656
54,645
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,636
31,187
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
793,245
794,873
Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,116
17,326
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167,417
188,398
Deferred income tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,456
8,878
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,134
14,674
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,593
7,187
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,007,961
1,031,336
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes and accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,586
17,773
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,544
13,107
Refund liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,329
5,968
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146,351
162,656
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212,810
199,504
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,455
59,548
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
273,265
259,052
Commitments and Contingencies (Note 16)
Shareholders’ Equity
Ordinary Shares at US$0.01 par value per share
Authorized: 500,000 thousand shares
Issued and outstanding: 133,676 thousand shares in 2023 and
134,764 thousand shares in 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,337
1,348
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
321,050
337,975
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,153
338
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
411,156
432,623
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
734,696
772,284
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . .
1,007,961
1,031,336
The accompanying notes are an integral part of the consolidated financial statements.
F-4

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Earnings Per Share)
Year Ended December 31
2022
2023
2024
US$
US$
US$
NET SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
945,921
639,142
803,552
COST OF SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
480,090
368,752
434,787
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
465,831
270,390
368,765
OPERATING EXPENSES
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188,532
174,357
217,822
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,537
26,920
27,450
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,447
27,923
31,354
Loss from settlement of litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
390
1,312
1,250
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251,906
230,512
277,876
OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
213,925
39,878
90,889
NON-OPERATING INCOME (EXPENSES)
Unrealized holding gain on investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
896
8,002
543
Gain from disposal of long-term investment . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
58
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,707
12,246
14,528
Foreign exchange gain (loss), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,880)
914
1,391
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(71)
—
—
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
8
—
Total non-operating income (expenses) . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,347)
21,170
16,520
INCOME BEFORE INCOME TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212,578
61,048
107,409
INCOME TAX EXPENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,068
8,175
18,160
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172,510
52,873
89,249
EARNINGS PER ORDINARY SHARE:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.30
0.40
0.66
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.29
0.40
0.66
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING
Basic (Thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133,027
133,413
134,570
Diluted (Thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133,553
133,879
134,888
EARNINGS PER ADS (one ADS equals four ordinary shares):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.19
1.59
2.65
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.17
1.58
2.65
WEIGHTED AVERAGE ADS OUTSTANDING
Basic (Thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,257
33,353
33,642
Diluted (Thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,388
33,470
33,722
The accompanying notes are an integral part of the consolidated financial statements.
F-5

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
Year Ended December 31
2022
2023
2024
US$
US$
US$
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172,510
52,873
89,249
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX EFFECT OF NIL
Change in net foreign currency translation adjustments . . . . . . . . . . . . . . . . . . .
3,739
(1,694)
(815)
Change in deferred pension gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(604)
252
—
OTHER COMPREHENSIVE INCOME (LOSS) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,135
(1,442)
(815)
TOTAL COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175,645
51,431
88,434
The accompanying notes are an integral part of the consolidated financial statements.
F-6

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
Ordinary Share
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury
Stock
Total
Shareholders’
Equity
Shares
Amount
(thousands)
US$
US$
US$
US$
US$
US$
BALANCE, JANUARY 1, 2022 . . . . . . .
139,764
1,398
294,656
(540)
412,129
(50,011)
657,632
Net income . . . . . . . . . . . . . . . . . . . .
—
—
—
—
172,510
—
172,510
Other comprehensive income . . . . .
—
—
—
3,135
—
—
3,135
Stock-based compensation
expenses . . . . . . . . . . . . . . . . . . . .
—
—
26,661
—
—
—
26,661
Issuance of ordinary shares upon
exercise of restricted stock
units . . . . . . . . . . . . . . . . . . . . . . .
1,186
12
(51)
—
—
—
(39)
Share repurchase . . . . . . . . . . . . . . .
—
—
—
—
—
(128,840)
(128,840)
Treasury stock retired . . . . . . . . . . .
(8,734)
(88)
(17,702)
—
(161,061) 178,851
—
Adjustment to dividends paid . . . . .
—
—
—
—
1,542
—
1,542
BALANCE, DECEMBER 31, 2022 . . . .
132,216
1,322
303,564
2,595
425,120
—
732,601
Net income . . . . . . . . . . . . . . . . . . . .
—
—
—
—
52,873
—
52,873
Other comprehensive loss . . . . . . . .
—
—
—
(1,442)
—
—
(1,442)
Stock-based compensation
expenses . . . . . . . . . . . . . . . . . . . .
—
—
17,547
—
—
—
17,547
Issuance of ordinary shares upon
exercise of restricted stock
units . . . . . . . . . . . . . . . . . . . . . . .
1,460
15
(61)
—
—
—
(46)
Dividends declared (US$0.50 per
ordinary share) . . . . . . . . . . . . . . .
—
—
—
—
(66,837)
—
(66,837)
BALANCE, DECEMBER 31, 2023 . . . .
133,676
1,337
321,050
1,153
411,156
—
734,696
Net income . . . . . . . . . . . . . . . . . . . .
—
—
—
—
89,249
—
89,249
Other comprehensive loss . . . . . . . .
—
—
—
(815)
—
—
(815)
Stock-based compensation
expenses . . . . . . . . . . . . . . . . . . . .
—
—
16,956
—
—
—
16,956
Issuance of ordinary shares upon
exercise of restricted stock
units . . . . . . . . . . . . . . . . . . . . . . .
1,088
11
(31)
—
—
—
(20)
Dividends declared (US$0.50 per
ordinary share) . . . . . . . . . . . . . . .
—
—
—
—
(67,782)
—
(67,782)
BALANCE, DECEMBER 31, 2024 . . . .
134,764
1,348
337,975
338
432,623
—
772,284
The accompanying notes are an integral part of the consolidated financial statements.
F-7

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended December 31
2022
2023
2024
US$
US$
US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172,510
52,873
89,249
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,931
21,810
25,331
Loss on pension curtailment or settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
—
—
Loss on modification of lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
230
—
Unrealized holding gain on investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(896)
(8,002)
(543)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,661
17,547
16,956
Gain from disposal of long-term investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(58)
Loss (gain) on disposal of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
(215)
7
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,526)
428
(422)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,469
11,404 (39,043)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102,846) 72,127
4,870
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,648
(6,563)
(1,842)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(673)
(7)
(951)
Notes and accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(44,745) 19,563 (37,813)
Refund liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,589
(3,142)
2,639
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
676
(1,634) 12,798
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(301)
712
(638)
Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,087) (34,570)
5,563
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,319
6,522
992
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,892 149,083
77,095
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(4,173)
Proceeds from disposal of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
4,432
Purchase of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32,942) (50,313) (44,351)
Proceeds from disposal of properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
1,228
3
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(32,942) (49,085) (44,089)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of bank loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(40,000)
—
—
Proceeds from bank loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,000
—
—
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(49,941) (16,690) (67,255)
Share repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (133,155)
—
—
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (183,096) (16,690) (67,255)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED
CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (132,146) 83,308 (34,249)
EFFECT OF EXCHANGE RATE CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,678
(1,373)
(408)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR . . . . . .
415,523 287,055 368,990
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR . . . . . . . . . . . . .
287,055 368,990 334,333
SUPPLEMENTAL INFORMATION
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
—
—
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33,985
36,316
10,111
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid purchase of property and equipment included in accounts payable and accrued
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,957
4,301
4,681
Dividend declared included in accrued expenses and accrued liabilities . . . . . . . . . . . . . . . . . . . . .
101
50,147
50,665
The accompanying notes are an integral part of the consolidated financial statements.
F-8

SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, Unless Stated Otherwise)
1. ORGANIZATION AND OPERATIONS
Silicon Motion Technology Corporation (“SMTC”, collectively with its subsidiaries as the “Company”) is
the global leader in supplying NAND flash controllers for solid state storage devices. The Company is a world
leading supplier of SSD controllers for servers, PCs and other client devices and is a leading merchant supplier of
eMMC and UFS embedded storage controllers used in smartphones, IoT devices and other applications. The
Company also supplies customized high-performance and specialized industrial and automotive SSD solutions.
Our customers include most of the NAND flash vendors, storage device module makers and leading OEMs. For
further information on SMTC, visit us at www.siliconmotion.com.
Termination of the Merger Agreement with MaxLinear
On May 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with MaxLinear, Inc., a Delaware Corporation (“MaxLinear”), and Shark Merger Sub, an exempted company
with limited liability incorporated under the law of the Cayman Islands and a wholly owned subsidiary of
MaxLinear, pursuant to which the Company agreed to be acquired by MaxLinear, with (a) holders of our
ordinary shares to receive $23.385 in cash and 0.097 shares of MaxLinear common stock, par value
$0.0001(“MaxLinear Common Stock”) for each share that they hold (other than certain customary excluded
shares), and (b) ADS holders to receive $93.54 in cash and 0.388 shares of MaxLinear Common Stock for each
ADS that they hold (other than ADSs representing certain customary excluded shares), in each case, with cash in
lieu of any fractional shares of MaxLinear Common Stock (collectively, the “Transaction”). On August 31, 2022,
shareholders at the Company’s Extraordinary General Meeting of Shareholders approved the Transaction.
On July 26, 2023, the Company and MaxLinear received antitrust approval from the State Administration
for Market Regulation of the People’s Republic of China (“SAMR Approval”). Shortly after receiving SAMR
Approval, the Company received notice from MaxLinear of its purported termination of the Merger Agreement.
MaxLinear did not provide any factual basis for its purported termination, and the Company believes its actions
constituted a willful and material breach of the Merger Agreement. The Company has filed a claim in the
Singapore International Arbitration Centre (the “SIAC”), which is the venue for dispute resolution under the
Merger Agreement, and is currently pursuing payment of the termination fee of $160 million, together with
further substantial damages, interest and costs. Under the SIAC Arbitration Rules, all matters relating to the
proceedings are confidential. See Note 16 for more information on legal matters related to the termination of the
Merger Agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements
include the accounts of SMTC and its wholly-owned subsidiaries. The Company owns 100% of the outstanding
shares in all of its subsidiaries. All significant intercompany balances and transactions have been eliminated upon
consolidation. Certain prior period amounts have been reclassified to conform to current year presentation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management
to make estimates and assumptions that affect certain reported amounts and disclosures. The actual results could
differ from those estimates.
F-9

Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to a significant concentration of credit risk
consist principally of cash equivalents and accounts receivable. Cash and cash equivalents are maintained with
high quality financial institutions, the composition and maturities of which are regularly monitored by
management. The Company believes that the concentration of credit risk in its accounts receivable is
substantially mitigated by the Company’s credit evaluation process, relatively short collection terms and the high
level of credit worthiness of its customers. The Company performs ongoing credit evaluations of its customers’
financial conditions and limits the amount of credit extended based upon the payment history and current credit
worthiness of the customer. The Company regularly reviews the allowance for bad debt and doubtful accounts or
expected losses during the accounts receivable collection process by considering factors, such as historical
write-off and recovery experience, credit quality, age of the accounts receivable balances and current economic
conditions that may affect a customer’s ability to pay. The Company also takes into account reasonable and
supportable forecasts of future conditions when evaluating the adequacy of the allowance for doubtful accounts.
Historically, a relatively small number of customers have accounted for a significant portion of our net
sales. Sales to two customers in 2022, three customers in 2023, and four customers in 2024 each accounted for
10% or more of our net revenue, representing 45%, 45% and 57% of our net sales in 2022, 2023 and 2024,
respectively. In 2022, the significant customers were Micron and SK Hynix and in 2023, they were SK Hynix,
Micron and AFASTOR. In 2024, they were Micron, Kioxia, PHISEMI and AFASTOR. The Company’s top ten
customers in 2022, 2023 and 2024 accounted for approximately 81%, 75% and 84% of net sales, respectively.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts
receivable and notes and accounts payable, approximates fair value due to the short-term maturity of the
instruments. Long-term investments in listed companies over which we do not exercise significant influence are
recorded at fair value, and any changes in fair value are recognized in net income. Long-term investments in
privately- held companies with no readily determinable market value are recorded using the cost method, since
the cost of obtaining verifiable fair value is unreasonably high. These investments are measured at cost less
impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for
an identical or similar investment of the same issuer. Any resulting change in carrying amount would be reflected
in net income. The Company’s long-term liabilities approximate their fair values as they contain interest rates
that vary according to market interest rates.
Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an
orderly transaction between market participants at the measurement date and in the principal or most
advantageous market for that assets or liability. The fair value should be calculated based on assumptions that
market participants would use in pricing the asset or liability, not on assumptions specific to the Company. A
three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the
valuation methodologies in measuring fair value. The hierarchy prioritizes the inputs into three levels based on
the extent to which inputs used in measuring fair value are observable in the market. Each fair value
measurement is reported in one of the three levels which is determined by the lowest level input that is
significant to the fair value measurement in its entirety. These levels are:
Level 1 — Use unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Use observable inputs other than Level 1 prices such as quoted prices for identical or similar
instruments in markets that are not active, quoted prices for similar instruments in active markets, and model-
based valuation in which all significant inputs are observable or can be corroborated by observable market data
for substantially the full term of the assets or liabilities.
F-10

Level 3 — Use inputs that are generally unobservable and reflect the use of significant management
judgments and estimates.
The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a
recurring basis. The tables do not include assets and liabilities that are measured at historical cost or any basis
other than fair value:
Fair Value Measurements at December 31, 2024
Level 1
Level 2
Level 3
Total
Items measured at fair value on a recurring basis:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term investments:
Marketable equity investments . . . . . . . . . . . . . . . . . . . . . . . .
$10,826
—
—
$10,826
Fair Value Measurements at December 31, 2023
Level 1
Level 2
Level 3
Total
Items measured at fair value on a recurring basis:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term investments:
Marketable equity investments . . . . . . . . . . . . . . . . . . . . . . . .
$10,616
—
—
$10,616
The carrying value of investments in non-marketable equity securities recorded to fair value on a
non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer
or for impairment. These securities relate to equity investments in privately-held companies. These items
measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the
value is estimated based on valuation methods using the observable transaction price at the transaction date and
other unobservable inputs such as volatility, rights and obligations of the securities held. As of December 31,
2023 and 2024, non-marketable equity investments had a carrying value of $6,500 thousand and $6,500
thousand, respectively, and are included in long-term investments on the Company’s consolidated balance sheets.
Cash Equivalents
The Company considers all highly liquid instruments acquired with a remaining maturity of three months or
less when purchased to be cash equivalents. In addition, time deposits with maturities ranging from more than
three months to one year qualify as cash equivalents because they can be readily converted into known amounts
of cash without advance notice with the principal protected and not subject to penalty in an early withdrawal.
Allowance for Doubtful Accounts
An allowance for doubtful accounts is provided based on a review of the collectability of accounts
receivable. The Company determines the amount of allowance for doubtful accounts by examining the historical
collection experience, current trends in the credit quality of its customers and its internal credit policies as well as
current economic conditions, reasonable and supportable forecasts of future economic conditions, and other
factors that may affect a customer’s ability to pay.
Inventories
Inventories are stated at the lower of cost or net realizable value for raw materials, work in process and
finished goods. Inventories are recorded at standard cost and adjusted to the approximate weighted-average cost
at the balance sheet date. The Company assesses its net realizable value of the inventory for estimated
obsolescence or unmarketable inventory based upon management’s assumptions about future demand and market
conditions. In estimating impairment losses for obsolescence, the Company primarily evaluates estimates based
F-11

on the timing of the introduction of new products and the quantities remaining of old products and writes down
for inventory on hand in excess of the estimated demand. Estimated losses on slow-moving items are written
down below the current carrying value and included in cost of sales.
Long-term Investments
Investee companies over which the Company had the ability to exercise significant influence but did not
have a controlling interest and was the primary beneficiary were accounted for using the equity method.
Significant influence was generally considered to exist when the Company had an ownership interest in the
voting shares of the investee between 20% and 50% and other factors, such as representation in the investee’s
board of directors, voting rights and the impact of commercial arrangements, were considered in determining
whether the equity method of accounting was appropriate.
Long-term investments in listed companies over which we do not exercise significant influence are recorded
at fair value, and any changes in fair value are recognized in net income. If the Company does not have the
ability to exercise significant influence over the operations of the investments in private-held companies, the
Company accounts for the investment under the measurement alternative method. Investments in privately-held
companies are subject to impairment review on an ongoing basis. Investments are considered impaired when the
fair value is below the investment’s cost basis. This assessment is based on a qualitative and quantitative
analysis, including, but not limited to, the investee’s revenue and earnings trends, available cash and liquidity,
and the status of the investee’s products and the related market for such products.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Significant additions, renewals and
betterments are capitalized, while maintenance and repairs are expensed as incurred.
Depreciation is computed using the straight-line method over estimated useful lives that range as follows:
buildings — 25 to 50 years; machinery and equipment — 2 to 6 years; furniture and fixtures — 3 to 8 years;
software — 1 to 5 years; leasehold and buildings improvement — the shorter of the estimated useful life or lease
term, which is generally 2 to 6 years. Land is not depreciated. Depreciation and amortization expense on property
and equipment were approximately US$18,931 thousand, US$21,810 thousand and US$25,331 thousand for the
years ended December 31, 2022, 2023 and 2024, respectively.
Lease
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”)
assets and liabilities are recognized at commencement date based on the present value of lease payments over the
lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company
will exercise such options. As the Company’s leases do not provide an implicit rate, the Company uses its
collateralized incremental borrowing rate based on the information available at the lease commencement date,
including lease term, in determining the present value of lease payments. Lease expense for these leases is
recognized on a straight line basis over the lease term.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances
indicate the carrying value may not be recoverable. The determination of recoverability is based on an estimate
of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate
of cash flows is based upon, among other things, certain assumptions about expected future operating
performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from actual cash
F-12

flows due to, among other things, technological changes, economic conditions, changes to the business model or
changes in operating performance. If the sum of the undiscounted cash flows is less than the carrying value, an
impairment loss is recognized, measured as the amount by which the carrying value exceeds the fair value of the
asset. Fair value is determined by reference to quoted market prices, if available, or discounted cash flows, as
appropriate.
Other Assets
Other assets primarily consist of deposits for building construction and office leases.
Restricted Assets
Restricted assets consist of restricted cash and cash set aside as collateral for obtaining foundry capacity and
the government grant restricted for research and development purposes.
Other long-term liabilities
Other long-term liabilities primarily consist of deposit from construction in progress, noncurrent lease
liabilities and unrecognized tax benefit.
Revenue Recognition
The Company recognizes revenue upon transfer of control of promised products or services to customers in
an amount that reflects the consideration the Company expects to receive in exchange for those products or
services. Under the revenue recognition standard of Accounting Standards Codification Topic 606, Revenue from
Contracts with Customer (ASC 606), the Company applies the following five-step approach: (1) identify the
contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction
price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue
when a performance obligation is satisfied.
The Company enters into contracts that may include products that are capable of being distinct and
accounted for as separate performance obligations. To date, the majority of the revenue has been generated by
sales associated with products, where a single performance obligation is identified in general. Revenue from
services has been insignificant. Performance obligations associated with product sales transactions are generally
satisfied when control passes to customers upon shipment or the written acceptance of the customers.
Accordingly, product revenue is recognized at a point in time when control of the asset is transferred to the
customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of
a product to a customer in an amount that reflects the consideration to which it is entitled in exchange for those
goods. Some of the Company’s sales are made to distributors and revenue is recognized when control of a
product passes to the distributor upon shipment and terms and payment by the distributor are not contingent on
resale of the product.
The Company grants certain distributors limited rights of return and price protection rights on unsold
products. The return rights are generally limited to five percent of the monetary value of products purchased
within the preceding six months, provided that the distributor places a corresponding restocking order of equal or
greater value. An allowance for sales returns for distributors and all customers is recorded at the time of sale
based on historical return information available, management’s judgment and any known factors at the time the
financial statements are prepared that would significantly affect the allowance. Price protection rights are based
on the inventory of products the distributors have on hand at the date the price protection is offered. Actual price
adjustments to distributors incurred by the Company have been minimal.
F-13

The Company provides warranty for its products. Warranty returns have been infrequent and relate to
defective or off-specification parts. The Company estimates a reserve for warranty based on historical experience
and records this amount to cost of sales. For the years ended December 31, 2022, 2023 and 2024, the Company
did not experience significant costs associated with warranty returns.
Research and Development
Research and development costs are expensed as incurred. Research and development expense consists
primarily of personnel-related expenses, including stock-based compensation, as well as product masks, IP
licensing, design tool and testing costs, equipment depreciation, amortization of intangible assets and an
allocated portion of occupancy costs.
Income Taxes
The provision for income tax represents income tax paid and payable for the current year plus changes in the
deferred income tax assets and liabilities during the years. Deferred income tax assets are recognized for net
operating loss carryforwards, research and development credits, and temporary differences. The Company
establishes a valuation allowance for deferred tax assets, when it is determined that it is more likely than not that
they will not be realized. Evaluating the need for a valuation allowance on deferred tax assets requires judgment
and analysis of all available positive and negative evidence, including recent earnings history and cumulative
losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning
strategies to determine whether all or some portion of the deferred tax assets will not be realized. Valuation
allowances have been provided primarily against U.S. and state research and development credits and certain
acquired net operating losses and deferred tax assets of foreign subsidiaries. Deferred income tax assets and
liabilities are measured using enacted tax rates.
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first
step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it
is more likely than not that the position will be sustained in a dispute with taxing authorities, including resolution
of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest
amount which is more than 50% likely of being realized upon ultimate settlement. Changes in recognition or
measurement are reflected in the period in which the change in judgment occurs. The Company records interest
and penalties related to unrecognized tax benefits in income tax expense.
Government Grants
Government grants are not recognized until there is reasonable assurance that the Company will comply
with the conditions attaching to them and that the grants will be received. Any amounts received pursuant to
grants are offset against the related operating expenses as the expenses have been incurred.
In 2024, the Company entered into an agreement with the Government of Taiwan pursuant to which the
grants contribute up to US$13.3 million to support the development of our advanced PCIe Gen 6 enterprise SSD
controller. During the year ended December 31, 2024, grants offset against research and development expenses
were US$2,987 thousand.
Foreign Currency Transactions
Foreign currency transactions are recorded at the rates of exchange in effect when the transaction occurs.
Gains or losses, resulting from the application of different foreign exchange rates when cash in foreign currency
is converted into the entities’ functional currency, or when foreign currency receivables and payables are settled,
are credited or charged to income in the period of conversion or settlement. At the balance sheet date, assets and
liabilities denominated in foreign currencies are remeasured based on prevailing exchange rates and any resulting
gains or losses are credited or charged to income.
F-14

Translation of Foreign Currency Financial Statements
The reporting currency of the Company is the U.S. dollars. The functional currency of some of the
Company’s subsidiaries is the local currency of the respective entity. Accordingly, the financial statements of the
foreign subsidiaries were translated into U.S. dollars at the following exchange rates: assets and liabilities —
current rate on the balance sheet date; shareholders’ equity — historical rates; income and expenses — average
rate during the period. The resulting translation adjustment is recorded as a separate component of
comprehensive income.
Comprehensive Income (Loss)
Comprehensive income (loss) represents net income (loss) plus the results of certain changes in
shareholders’ equity during a period from non-owner sources. The following table presents the components of
accumulated other comprehensive income (loss) as of December 31, 2022, 2023 and 2024:
Year Ended December 31, 2022
Year Ended December 31, 2023
Year Ended December 31, 2024
US$
US$
US$
Foreign
currency
items
Defined
benefit
pension
plans
Accumulated
other
comprehensive
income (loss)
Foreign
currency
items
Defined
benefit
pension
plans
Accumulated
other
comprehensive
income (loss)
Foreign
currency
items
Defined
benefit
pension
plans
Accumulated
other
comprehensive
income (loss)
Beginning balance . . . . .
178
(718)
(540)
3,917 (1,322)
2,595
2,223 (1,070)
1,153
Current-period change . . 3,739
(604)
3,135
(1,694)
252
(1,442)
(815)
—
(815)
Ending balance . . . . . . . . 3,917 (1,322)
2,595
2,223 (1,070)
1,153
1,408 (1,070)
338
Legal Contingencies
The Company is regularly involved in various claims and legal proceedings. Periodically, the Company
reviews the status of each significant matter and assesses the potential financial exposure. Legal costs are
expensed as incurred. If the potential loss from any claim or legal proceeding is considered probable and the
amount can be estimated, the Company accrues a liability for the estimated loss. Because of uncertainties related
to these matters, accruals are based only on the best information available at the time. As additional information
becomes available, the Company reassesses the potential liability related to the pending claims and litigation and
revises these estimates as appropriate. Such revisions in the estimates of the potential liabilities could have a
material impact on the results of operations and financial position. Contingencies that might result in a gain are
not recognized until realizable.
Earnings Per Share
Basic earnings per share are computed by dividing net earnings attributable to ordinary shareholders by the
weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share are
computed by dividing net income attributable to ordinary shareholders by the weighted-average number of
ordinary shares and potentially dilutive shares of ordinary shares outstanding during the period. Dilutive shares
outstanding include unvested restricted stock units (“RSUs”). Dilutive securities are excluded from the
computation of the diluted income per share in periods when their effect is anti-dilutive. The effect of dilutive
securities of restricted stock units were 526 thousand shares (131 thousand ADSs), 466 thousand shares
(117 thousand ADSs) and 318 thousand shares (80 thousand ADSs) for the years ended December 31, 2022,
2023 and 2024, respectively.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the Accounting Standards
Codification (“ASC”) 718, Compensation — Stock Compensation. The value of our restricted stock units is based
on the fair value of our shares on the date of grant and expensed over the vesting period.
F-15

The fair value of RSUs is measured based on the grant date share price, less the present value of expected
dividends during the vesting period, discounted at a risk-free interest rate.
Treasury Stock
Treasury stock is stated at cost and shown as a reduction to shareholders’ equity.
The Company retires ordinary shares repurchased. Accordingly, upon retirement the excess of the purchase
price over par value is allocated between additional paid-in capital and retained earnings based on the average
issuance price of the shares repurchased. A repurchase of ADSs is recorded as treasury stock until the Company
completes the withdrawal of the underlying ordinary shares from the ADS program.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard
Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,
which updates reportable segment disclosure requirements primarily through enhanced disclosures about
significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023,
and for interim periods within fiscal years beginning after December 15, 2024. The amendments should be
applied retrospectively to all prior periods presented in the financial statements. See “Note 17 – SEGMENT
AND GEOGRAPHIC INFORMATION” for further information. The adoption of this amendment did not have a
material impact on the Company’s results of operations, financial position, cash flows or financial statement
disclosures.
Accounting Pronouncements Not Yet Effective
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in
Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and
presentation requirements for a variety of topics within the ASC. These amendments align the requirements in
the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K,
announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the
SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective,
or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The
adoption of this amendment is not expected to have a material impact on the Company’s financial position,
results of operations, cash flows or financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
Tax Disclosures, which requires a public business entity to disclose specific categories in its annual effective tax
rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by
nature. The ASU also requires entities to disclose their income tax payments (net of refunds received) to
international, federal, and state and local jurisdictions in which income taxes paid (net of refunds received) is
equal to or greater than 5 percent of total income taxes paid (net of refunds received). The guidance makes
several other changes to income tax disclosure requirements. This guidance is effective for fiscal years beginning
after December 15, 2024 and requires prospective application with the option to apply it retrospectively. Early
adoption is permitted. The adoption of this amendment is not expected to have a material impact on the
Company’s financial statement disclosures.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove
References to the Concepts Statements, which removes various references to concepts statements from the FASB
Accounting Standards Codification. The amendments in this Update are effective for fiscal years beginning after
F-16

December 15, 2024. Early adoption is permitted. The adoption of this amendment is not expected to have a
material impact on the Company’s financial position, results of operations, cash flows or financial statement
disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income
— Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,
which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The
ASU does not change or remove existing expense disclosure requirements. The ASU also does not change the
expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of
certain expense captions into specified categories in disclosures within the footnotes to the financial statements.
In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income —
Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective
date of ASU 2024-03. This guidance is effective for fiscal years beginning after December 15, 2026, and interim
reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The
Company is currently evaluating the impact that the adoption will have on its financial statement disclosures.
3. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
December 31
2023
2024
US$
US$
Cash and deposits in bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,479
29,386
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
235,570
246,682
Repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,253
—
Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
314,302
276,068
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,688
58,265
368,990
334,333
4. ACCOUNTS RECEIVABLE
December 31
2023
2024
US$
US$
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
194,721
233,749
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20)
(5)
194,701
233,744
The changes in the allowances are summarized as follows:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Allowances for doubtful accounts
Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
540
569
20
Additions (reversals) charged to expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
(549)
(15)
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
569
20
5
F-17

5. INVENTORIES
The components of inventories are as follows:
December 31
2023
2024
US$
US$
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61,336
51,118
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86,930
59,267
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,684
88,844
216,950
199,229
The Company wrote down US$15,833 thousand, US$7,920 thousand and US$6,120 thousand in 2022, 2023
and 2024, respectively, for obsolete or unmarketable inventory.
6. LONG-TERM INVESTMENTS
As of December 31, 2023 and 2024, the Company held equity investments in several privately-held and
listed companies with the carrying value as follows:
Percentage
of Ownership
December 31
2023
2024
2023
2024
US$
US$
Non-marketable equity securities:
Cashido Corp. (Cashido) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1%
0%
—
—
Vastview Technology, Corp. (Vastview) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3%
0%
—
—
Kinara, Inc (Kinara) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14% 12%
6,500
6,500
6,500
6,500
Marketable equity securities:
BIWIN Storage Technology Corp. (BIWIN) . . . . . . . . . . . . . . . . . . . . . . . . .
0%
0% 10,616
6,034
Shenzhen Techwinsemi Technology Corp (TWSC) . . . . . . . . . . . . . . . . . . .
—
0%
—
4,792
17,116
17,326
In June 2018, the Company invested US$3,000 thousand in the preferred stock of Kinara which is accounted
for under the cost method. Kinara, previously known as Deep Vision, is a developer of low-power deep-learning
processors. In March 2020 and May 2021, the Company invested US$2,000 thousand and US$1,500 thousand,
respectively, in the preferred stock of Kinara.
In July 2021, the Company invested US$2,041 thousand in the common stock of BIWIN, which is a leading
module maker in China focusing on solid state storage devices. BIWIN is one of our customers and was listed on
the Science and Technology Innovation Board of Shanghai Stock Exchange in December 2022. For the years
ended December 31, 2022, 2023 and 2024, the Company recorded unrealized holding gains of US$896 thousand
and US$8,002 thousand, and an unrealized holding loss of US$76 thousand, respectively, related to BIWIN. In
the fourth quarter of 2024, the Company disposed of common stock of BIWIN with a carrying value of
US$4,374 thousand and recognized a disposal gain of US$58 thousand.
In December 2024, the Company invested US$4,173 thousand in the common stock of TWSC, which is a
leading module maker in China focusing on solid state storage devices and is one of our customers that was listed
on the Science and Technology Innovation Board of Shenzhen Stock Exchange in 2022. The Company had
unrealized holding gains of US$619 thousand for the year ended December 31, 2024.
F-18

7. PROPERTY AND EQUIPMENT
December 31
2023
2024
US$
US$
Cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67,640
67,640
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,668
28,507
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . .
61,997
75,326
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . .
9,104
9,506
Leasehold and buildings improvement . . . . . . . . . . . . .
8,360
9,590
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,241
69,854
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232,010
260,423
Accumulated depreciation:
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,544
7,172
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . .
41,906
51,791
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . .
6,532
7,148
Leasehold and buildings improvement . . . . . . . . . . . . .
6,029
6,488
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,643
62,680
112,654
135,279
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,061
63,254
167,417
188,398
In October 2023, the Company disposed of its office building in Taipei, Taiwan, recognizing a gain of
US$594 thousand for the year ended December 31, 2023.
As of December 31, 2023 and 2024, the Company’s Shanghai office building had net carrying values of
US$8,998 thousand and US$8,655 thousand, respectively, with US$3,154 thousand and US$2,354 thousand
leased out.
In September 2018, the Company acquired land in Hsinchu, Taiwan, for US$58,931 thousand to construct
its future Taiwan headquarters. Construction began in January 2021, and as of December 31, 2024, the project,
with a capitalized cost of US$61,808 thousand, remains under construction, with completion expected in June
2025.
8. SHORT-TERM BANK LOANS
The Company has a US dollar bank revolver credit facility from which it drew down and repaid
US$40,000 thousand in 2022. Interest rate was 4.55% per annum on the outstanding monthly balance in 2022.
The Company had no outstanding short-term loan as of December 31, 2023 and 2024.
The interest expense for the year ended December 31, 2022 was US$71 thousand. There was no interest
expense for the years ended December 31, 2023 and 2024.
9. REFUND LIABILITIES
Estimated sales returns and other allowances are made and adjusted based on historical experience and the
consideration of varying contractual terms.
F-19

The changes in the refund liabilities are summarized as follows:
Year Ended December 31
2023
2024
US$
US$
Refund liabilities
Balance, beginning of year . . . . . . . . . . . . . . . . . . . .
6,471
3,329
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,780
5,209
Actual sales return and discount . . . . . . . . . . . . . . . .
(8,922)
(2,570)
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . .
3,329
5,968
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
December 31
2023
2024
US$
US$
Wages and bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,881
45,478
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,838
51,365
License fees and royalties . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,922
9,739
Research and development payable . . . . . . . . . . . . . . . . . . .
15,953
10,733
Fixture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,228
1,450
Lease liabilities – current portion . . . . . . . . . . . . . . . . . . . . .
2,343
2,528
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,523
2,308
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,380
11,316
Contract liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,660
5,032
Construction payment due . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,778
2,373
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,845
20,334
146,351
162,656
11. PENSION PLAN
SMI Taiwan, the Company’s largest operating company, is a Taiwan registered company and subject to
Taiwan’s Labor Pension Act (the “New Act”), which became effective on July 1, 2005, and the pension
mechanism under the New Act is deemed a defined contribution plan. The employees who were subject to the
Labor Standards Law prior to July 1, 2005 (the “Old Act”) could choose to be subject to the pension mechanism
under the New Act or continue to be subject to the pension mechanism under the Old Act. For those employees
who were subject to the Old Act and still work for the Company after July 1, 2005 and have chosen to be subject
to the Old Act, their seniority as of July 1, 2005 were maintained. The activity and amount attributable to the Old
Act have been insignificant since the plan became fully funded as of December 31, 2022, and the Company
received government approval to cease contributions since 2023. The New Act prescribes that the rate of
contribution by an employer to employees’ pension accounts per month will not be less than 6% of each
employee’s monthly salary. According to the New Act, SMI Taiwan made monthly contributions and recognized
pension costs of US$3,317 thousand, US$3,369 thousand and US$3,542 thousand for the years ended
December 31, 2022, 2023 and 2024, respectively.
F-20

12. INCOME TAXES
Income Tax Provision
The income before taxes for Cayman and Non-Cayman entities is as follows:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Cayman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(39,449)
(17,082)
(5,305)
Non-Cayman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252,027
78,130
112,714
Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212,578
61,048
107,409
The components of income tax provision (benefit) were as follows:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42,594
7,747
18,582
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,526)
428
(422)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,068
8,175
18,160
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18.8%
13.4%
16.9%
The Company’s business operations are primarily located in China, Hong Kong, Macau, Taiwan and the
US, where statutory and effective tax rates in each jurisdiction are different, and our consolidated effective tax
rate could change from period-to-period due to changing statutory tax rates, availability of tax benefits and
proportional income earned in each jurisdiction. The statutory tax rates in these jurisdictions range from 12% to
21%. For the year ended December 31, 2024, the Company’s effective tax rate was 16.9%, a decrease from
18.8% in 2022, though an increase from 13.4% in 2023, primarily due to changes in the proportional income
earned by operations in key jurisdictions. Effective tax rates in each jurisdiction are generally lower than
statutory rates due to tax credits for research and development and other tax incentive programs and are
determined by different government policies in each of the jurisdictions where the Company operates.
The Company consists of a Cayman parent holding company with U.S. and other non-Cayman operations.
The applicable Cayman statutory rate is zero for the Company for 2022, 2023, and 2024. A reconciliation of its
income tax expense at the statutory rate and provision for income tax is shown below:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Tax expense at Cayman statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Differences between Cayman and other statutory tax rates . . . . . . . . . .
38,696
9,979
16,107
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,377)
206
365
Temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,091) (1,614)
(2,703)
Alternative minimum tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
1
Income tax on undistributed earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,874
—
193
Net changes in income tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(38)
(205)
(101)
Net changes in valuation allowance of deferred income tax assets . . . .
(302)
3,260
5,014
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,668
(1,805)
497
Liabilities related to unrealized tax benefits . . . . . . . . . . . . . . . . . . . . . .
11,036
5,482
(42)
Adjustment of prior years’ taxes and others . . . . . . . . . . . . . . . . . . . . . .
(8,399) (7,129)
(1,171)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,068
8,175
18,160
F-21

Deferred and Current Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts for income tax purposes.
Significant components of our deferred tax assets (liabilities) at the end of each period are as follows:
December 31
2023
2024
US$
US$
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,430
1,520
Allowance for sales return . . . . . . . . . . . . . . . . . . . . . . . . . . .
392
1,024
Inventory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,983
3,122
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
(126)
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,076)
(628)
Investment tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,495
3,596
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . .
21,332
21,607
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,055
6,563
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23,120)
(27,800)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,456
8,878
The valuation allowance shown in the table above relates to net operating loss carryforwards, tax credits and
temporary differences for which the Company believes that realization is uncertain. Valuation allowance
increased by US$2,957 thousand for the year ended December 31, 2023 and US$4,680 thousand for the year
ended December 31, 2024, respectively. The increase in valuation allowance in 2023 and 2024 had been based on
all available information, particularly the earnings history and forecasts of future taxable income in each
respective jurisdiction.
As of December 31, 2024, the Company’s U.S. federal net operating loss carryforwards available to offset
future income were approximately US$23,605 thousand as of December 31, 2024, expiring at various times
starting from 2025 through 2037 for federal losses generated through December 31, 2017, if not utilized. As a
result of the U.S. Tax Cuts and Jobs Act (TCJA), all federal net operating losses of US$20,326 thousand that are
generated beginning January 1, 2018 and beyond will carryforward indefinitely.
As of December 31, 2024, the Company’s U.S. federal and state research and development tax credit
carryforwards for federal and state income tax purposes were approximately US$2,205 thousand and
US$1,391 thousand, respectively. If not utilized, the federal tax credit carryforwards will expire starting in 2044,
while the state tax credit carryforward has no expiration date in California.
Current U.S. federal and California state laws include substantial restrictions on the utilization of net
operating losses and credits in the event of an “ownership change” of a corporation. Accordingly, the Company’s
ability to utilize net operating loss and tax credit carryforwards may be limited as a result of such “ownership
change”. Such a limitation could result in the expiration of carryforwards before they are utilized.
As of December 31, 2024, the Company had accumulated undistributed earnings from a foreign subsidiary
of US$491 million. No deferred tax liability was recorded in respect of those amounts as these earnings are
considered indefinitely reinvested. It is not practicable to estimate the amount of unrecognized deferred tax
liabilities for these undistributed foreign earnings.
F-22

Unrecognized Tax Benefit
A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as
follows:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,317
37,105
43,764
Increases in tax positions taken in current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,705
16,054
4,376
Decrease in tax position taken in prior year primarily related to the resolution of tax
audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,917)
(9,395)
(4,556)
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,105
43,764
43,584
At December 31, 2024, the Company had US$43,584 thousand of unrecognized tax benefits that if
recognized would affect the effective tax rate. For the years ended December 31, 2022, and 2023, the total
amount of interest expense and penalties related to uncertain tax positions recorded in the provision for income
tax expense was approximately US$1,037 thousand and US$1,072 thousand, respectively. For the year ended
December 31, 2024, the Company derecognized approximately US$1,053 thousand for the interest expense and
penalties accrued during a prior year because of a lapse in the statute of limitations. The total amount of accrued
interest and penalties recognized as of December 31, 2023 and 2024 was US$7,850 thousand and
US$6,797 thousand, respectively. The Company does not expect uncertain tax positions to change in the next
twelve months, except in the case of settlements with tax authorities, the likelihood and timing of which are
difficult to estimate.
The Company files income tax returns in the U.S. and foreign jurisdictions. The following table summarizes
the Company’s major jurisdictions and tax years that remain subject to examination by tax authorities as of
December 31, 2024:
Tax Jurisdiction
Tax Years
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 and onward
Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 and onward
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 and onward
United States . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 onward
13. SHAREHOLDERS’ EQUITY
Dividends
The Company’s quarterly dividends payments are as follows:
2022
2023
2024
Dividends
Per Share
(US$)
Amount
(in US$
thousand)
Dividends
Per Share
(US$)
Amount
(in US$
thousand)
Dividends
Per Share
(US$)
Amount
(in US$
thousand)
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$0.1250
$17,216
$
—
$
—
$0.1250
$16,841
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1250
16,523
—
—
0.1250
16,843
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1250
16,526
—
—
0.1250
16,844
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
0.1250
16,708
0.1250
16,846
$50,265
$16,708
$67,374
F-23

On November 2, 2015, the board of directors adopted a policy to declare the annual dividend to be paid in
four quarterly installments. On October 30, 2023 and October 28, 2024, the board of directors declared annual
dividends of US$2.0 and US$2.0 per ADS, equivalent to US$0.5 and US$0.5 per common share, to be paid in
four quarterly installments. Future dividends, if any, will be declared by and subject to the discretion of the
Company’s board of directors.
Share Repurchase
On November 21, 2018, the board of directors of the Company authorized the repurchase of up to
US$200 million of the Company’s ADSs over a 24-month period. On October 26, 2020, the board of directors of
the Company authorized the extension of the expiration of this program to November 21, 2021. On December 7,
2021, the board of directors of the Company authorized the repurchase of up to US$200 million of the
Company’s ADSs over a 6-month period.
For the year ended December 31, 2022, the Company repurchased 1,627 thousand ADSs at a total cost of
US$128,840 thousand. The weighted average purchase price per ADS repurchased was US$79.18. The
authorized repurchase program was completed in May 2022.
14. EQUITY INCENTIVE PLAN
2015 Equity Incentive Plan
Restricted stock units are converted into the Company’s ordinary shares upon vesting on one-for-one basis.
The vesting of restricted stock unit is subject to the employee’s continuing service to the Company. The cost of
these awards is determined using the fair value of the Company’s ordinary share on the date of the grant, and
compensation is recognized on a straight-line basis over the requisite service period. The Company’s restricted
stock units are considered non-vested share awards as defined under ASC 718.
On June 3, 2015, the Company adopted its 2015 Equity Incentive Plan (“the 2015 Plan”). The 2015 Plan
provides for the grant of stock options, stock bonuses, restricted stock awards, restricted stock units and stock
appreciation rights, which may be granted to employees (including officers), directors and consultants. The 2015
Plan reserved 20,000 thousand shares of ordinary shares for issuance upon exercise of stock options and
restricted stock units.
Restricted Stock Units Activity
The following is a summary of the 2015 Plan, which includes restricted stock units:
Unit
(in Thousands)
Available for grant at January 1, 2022 . . . . . . . . . . . . . . .
10,433
Restricted stock units granted . . . . . . . . . . . . . . . . . . . . . .
(902)
Restricted stock units forfeited . . . . . . . . . . . . . . . . . . . . .
49
Available for grant at December 31, 2022 . . . . . . . . . . . .
9,580
Restricted stock units granted . . . . . . . . . . . . . . . . . . . . . .
(624)
Restricted stock units forfeited . . . . . . . . . . . . . . . . . . . . .
51
Available for grant at December 31, 2023 . . . . . . . . . . . .
9,007
Restricted stock units granted . . . . . . . . . . . . . . . . . . . . . .
(1,225)
Restricted stock units forfeited . . . . . . . . . . . . . . . . . . . . .
18
Available for grant at December 31, 2024 . . . . . . . . . . . .
7,800
F-24

The related tax effect for stock-based compensation benefit (expense) were US$2 thousand, US$(178)
thousand and US$173 thousand for 2022, 2023 and 2024, respectively. The related tax benefit from stock-based
compensation expense for restricted stock units exercised during 2022, 2023 and 2024 was US$3,957 thousand,
US$4,925 thousand and US$3,073 thousand, respectively. The related tax effect was determined using applicable
tax rates.
Restricted Stock Units
A summary of the status of restricted stock units and changes is as follows:
Number of
Non-vested
Stock Units
(in Thousands)
Weighted
Average
Grant
Date
Fair
Value
(US$)
Weight
Average
Remaining
Recognition
Period
(Years)
Non-vested at January 1, 2022 . . . . . . . . . . . . . . . .
2,310
17.37
1.57
Restricted stock units granted . . . . . . . . . . . . . . . . .
902
19.56
Restricted stock units vested . . . . . . . . . . . . . . . . . .
(1,186)
17.61
Restricted stock units forfeited . . . . . . . . . . . . . . . .
(49)
17.18
Non-vested at December 31, 2022 . . . . . . . . . . . . .
1,977
17.89
0.66
Restricted stock units granted . . . . . . . . . . . . . . . . .
624
13.51
Restricted stock units vested . . . . . . . . . . . . . . . . . .
(1,460)
18.36
Restricted stock units forfeited . . . . . . . . . . . . . . . .
(51)
16.38
Non-vested at December 31, 2023 . . . . . . . . . . . . .
1,090
15.00
0.13
Restricted stock units granted . . . . . . . . . . . . . . . . .
1,225
15.68
Restricted stock units vested . . . . . . . . . . . . . . . . . .
(1,089)
14.94
Restricted stock units forfeited . . . . . . . . . . . . . . . .
(18)
15.26
Non-vested at December 31, 2024 . . . . . . . . . . . . .
1,208
15.68
0.25
As of December 31, 2024, there was US$2,722 thousand of total unrecognized compensation cost related to
restricted stock units granted under the 2015 Plan.
Stock-based Compensation Expense
The following table shows total stock-based compensation expense included in the Consolidated Statements
of Income for the years ended December 31, 2022, 2023 and 2024.
Year Ended December 31
2022
2023
2024
US$
US$
US$
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
597
406
311
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,678
11,709
11,284
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,736
1,858
1,954
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,650
3,574
3,407
26,661
17,547
16,956
F-25

15. LEASE
Operating Leases
The Company entered into various operating lease agreements, which consist of real property and office
equipment with lease periods expiring between fiscal years 2024 through 2033. The Company recognized leased
assets in operating lease assets of US$14,134 and US$14,674 thousand and corresponding accrued expenses and
other current liabilities of US$2,343 and US$2,528 thousand, and other long-term liabilities of US$12,696 and
US$12,413 thousand, as of December 31, 2023 and 2024, respectively. The weighted average remaining lease
term was 8.07 years and 7.79 years, and the weighted average discount rate was 2.56% and 2.49% as of
December 31, 2023 and 2024, respectively.
The maturities of the operating lease liabilities as of December 31, 2024, were as follows:
Operating Lease Obligations
Fiscal Year:
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,853
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,295
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,751
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,538
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,631
2030 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,251
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,319
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,378
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,941
Less operating lease liabilities-current . . . . . . . . . . . . . . . . . . . . . .
2,528
Long-term operating lease liabilities . . . . . . . . . . . . . . . . . . .
$12,413
Operating lease expenses for the years ended December 31, 2022, 2023 and 2024 are US$4,820 thousand,
US$5,261 thousand, and US$4,339 thousand, respectively. For the supplemental cash flow information related to
lease, the cash paid for amounts included in the measurement of operating lease liabilities was US$3,642
thousand, US$3,825 thousand and US$2,569 thousand for the year ended December 31, 2022, 2023 and 2024,
respectively. The Company recognized right-of-use assets of US$6,467 thousand, US$13,823 thousand, and
US$3,198 thousand upon entering into operating lease arrangements for the years ended December 31, 2022,
2023, and 2024, respectively.
16. COMMITMENTS AND CONTINGENCIES
Office Building Construction
On February 18, 2021, the Company won a bid with a third-party to build an office building in Taipei and
entered into a property development agreement in May 2021, at which time it delivered a US$5,322 thousand
performance bond secured by a certificate of deposit. Based on the terms of the property development agreement,
the Company is required to complete construction within three years after the construction license, with detailed
development costs to be set in a later agreement. The Company expect to receive the construction license in late
2025 and the building is targeted to complete in mid-2029.
Litigation
On August 10, 2023, a customer of the Company’s affiliate, Bigtera (Beijing) Ltd., filed a lawsuit in Beijing
Chaoyang District Court against Bigtera (Beijing) Ltd., asserting that Bigtera (Beijing) Ltd. is in breach of its two
purchase contracts with the said customer due to ceasing its operations. Beijing Chaoyang District Court
accepted this case in January 2024. The Court set up the first court date on August 7, 2024. The court
F-26

proceedings were completed on August 7, 2024, and on December 27, 2024, Bigtera (Beijing) Ltd. received the
judgement from the Beijing Chaoyang District Court that all plaintiff’s claims were dismissed by the first
instance court. On January 15, 2025, the plaintiff filed an appeal to the appellate court against Bigtera (Beijing)
Ltd. The case now will be litigated in the appellate court.
On October 5, 2023, the Company filed a claim in the SIAC against MaxLinear for breaching the Merger
Agreement. In the arbitration, the Company is seeking payment of the termination fee of US$160 million,
together with further substantial damages, interests, and costs. The arbitration tribunal has been constituted, a
procedural timetable has been issued and a hearing has been fixed for October 2025. If the Company succeeds in
its claims, MaxLinear will likely be ordered to pay the Company’s legal fees and the costs of the arbitration. If
the Company does not succeed in some or all of its claims and/or in defending the counterclaim, it may be
ordered to pay some or all of MaxLinear’s legal fees and the costs of the arbitration. The quantum of the legal
fees and costs to be paid by either party will be decided by the tribunal. No assurance can be given that if an
award is granted in the Company’s favour, that the award can be collected or that the Company will not be
required to take further measures to be able to collect the award. Under the SIAC Arbitration Rules, all matters
relating to the proceedings are confidential.
On August 31, 2023, a SMTC ADS holder (the “Plaintiff”) filed a putative class action complaint in the
United States District Court for the Southern District of California, captioned Water Island Event-Driven Fund v.
MaxLinear, Inc., No. 23-cv-01607 (S.D. Cal.), asserting claims against MaxLinear and two of its officers (the
“MaxLinear Defendants”) for alleged violations of (i) Section 10(b) of the Exchange Act and Rule 10b-5
promulgated thereunder and (ii) Section 20(a) of the Exchange Act, in connection with alleged false and
misleading statements made by the MaxLinear Defendants between June 6, 2023 and July 26, 2023 concerning
MaxLinear’s intent to consummate the Merger Agreement. On August 28, 2024, the court dismissed the
complaint against the MaxLinear Defendants without prejudice for lack of standing. On September 18, 2024, the
Plaintiff filed an amended complaint against the MaxLinear Defendants, and also added SMTC and two of our
officers, Messrs. Kou and Lai (the “SMTC Defendants”), asserting substantially similar claims under the
Exchange Act. The complaint seeks compensatory damages, including interest, costs and expenses, and such
other equitable or injunctive relief that the court deems appropriate. The SMTC Defendants filed a motion to
dismiss the amended complaint on November 25, 2024, as did the MaxLinear Defendants. Those motions are
fully briefed as of February 7, 2025. The SMTC Defendants believe that the claims asserted against them are
without merit and intend to defend themselves vigorously.
17. SEGMENT AND GEOGRAPHIC INFORMATION
The Company is the global leader and pioneer in developing NAND flash controllers for solid state storage
devices. The Company currently operates as one reportable segment. The Chief Operating Decision Maker
(“CODM”) is the Chief Executive Officer, who is directly involved in the Company’s operations and product
development. The CODM is ultimately responsible for and actively involved in the allocation of resources and
the assessment of the Company’s performance using consolidated net income reported on the consolidated
statements of income, supplemented by revenue information disaggregated by geographic region and target
customers. The measure of segment assets is reported on the balance sheet as total consolidated assets. The
Company’s organizational structure is functionally aligned with department heads and shared resources reporting
directly to the CODM. The Company employs a highly integrated product development approach, with
proprietary technologies utilized across multiple products and substantially all integrated circuits manufactured
using similar processes. As a result, the Company operates as a single operating segment.
F-27

The following table presents selected financial information, including significant expenses and other
expense information provided to CODM, with respect to the Company’s single operating segment for the years
ended December 31, 2022, 2023 and 2024:
2022
2023
2024
US$
US$
US$
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
945,921
639,142
803,552
Less:
Product costs (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
473,977
364,405
430,784
Stock-compensation and related payroll expense . . .
170,305
142,156
154,831
Integrated Circuit design related costs . . . . . . . . . . . .
43,950
46,429
73,263
Depreciation and amortization . . . . . . . . . . . . . . . . . .
18,931
21,810
25,331
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . .
40,068
8,175
18,160
Dispute related expenses . . . . . . . . . . . . . . . . . . . . . .
390
6,973
14,385
Other operating expenses (2) . . . . . . . . . . . . . . . . . . . .
24,443
17,490
14,069
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,707)
(12,246)
(14,528)
Other segment items (3) . . . . . . . . . . . . . . . . . . . . . . . .
4,054
(8,923)
(1,992)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172,510
52,873
89,249
(1)
Product costs primarily include material, labor and other product related costs, excluding the other
categories below.
(2)
Other operating expenses primarily include facilities expenses, sales promotion expenses, professional
service expense and other expenses.
(3)
Other segment items primarily include unrealized holding gain on investment, gain from disposal of long-
term investment, foreign exchange gain or loss, interest expense and other income, net as reported in our
consolidated statements of income.
This expense information reflects management’s internal classification used to assess financial and
operational performance and may not align with classifications used by peer companies. As a result, this expense
information should not be considered in isolation or as substitute for analysis of the Company’s results in
conjunction with the accompanying consolidated financial statements and notes thereto.
Long-lived assets (property and equipment, net) by geographic area are as follows:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127,733
155,334
177,335
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,028
11,118
10,369
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
673
965
694
139,434
167,417
188,398
The Company groups its products into two categories, based on the markets in which they may be used. The
following summarizes the Company’s revenue by product category:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Mobile Storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
926,760
632,813
796,365
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,161
6,329
7,187
945,921
639,142
803,552
F-28

Revenue is attributed to a geographic area based on the bill-to location and is summarized as follows:
Year Ended December 31
2022
2023
2024
US$
US$
US$
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156,205
74,284
58,114
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128,844
55,504
13,019
Korea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113,757
48,633
73,057
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
248,301
229,037
331,664
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,375
1,736
3,587
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141,383
127,642
144,595
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131,056
102,306
179,516
945,921
639,142
803,552
Major customers representing at least 10% of net sales are as follows:
Year Ended December 31
2022
2023
2024
US$
%
US$
%
US$
%
Micron . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
235,934
25
144,011
22
151,780
19
Kioxia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
*
*
*
119,727
15
SK Hynix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191,873
20
75,836
12
*
*
PHISEMI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
*
*
*
107,407
13
AFASTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
*
70,046
11
82,678
10
*
Less than 10%
F-29

Exhibit 11.1
Silicon Motion Technology Corporation
Insider Trading and Investor Communications Policy
Introduction and Purpose
This Insider Trading and Investor Communications Policy (this “Policy”) is being delivered to all
employees and members (“Board Members”) of the Board of Directors (“Board”) of Silicon Motion Technology
Corporation and its subsidiaries (collectively, the “Company” or “Silicon Motion”) as a notice to all of our
employees and Board Members of their obligations and the potential liability under U.S. securities laws. The
purpose of this Policy is to prohibit (i) the unauthorized disclosure of nonpublic Company information acquired
in the workplace and (ii) the misuse of material nonpublic information (as set forth below) in securities trading
by Company employees, Board Members, consultants and contractors to the Company, and their immediate
family (as defined below) members. It is also the policy of the Company that no Board Member, officer, or other
employee of the Company (or any other person designated as subject to this Policy) who, in the course of
working for the Company, learns of material nonpublic information about a company with which the Company
does business, including a customer or supplier of the Company, may trade in that company’s securities until
such information becomes public or is no longer material. In addition, in order to best comply with U.S.
securities laws and in accordance with our current Corporate Disclosure Policy (the “Corporate Disclosure
Policy”), only designated Company spokespersons are authorized to speak to investors, journalists, or market
professionals, including broker-dealers, investment analysts, investment advisers, institutional investment
managers and investment companies.
The Company is regularly involved in matters that are sensitive in nature and important to the Company, its
employees and shareholders. U.S. securities laws impose certain obligations on the Company regarding the
disclosure of material information to the public and certain prohibitions on trading in the Company’s securities
(“Company Securities”) by any person in possession of undisclosed material information. To satisfy
requirements of U.S. securities laws, the Company has established the following policies and procedures that are
applicable to all of its employees, Board Members, consultants and contractors to the Company, and members of
their immediate family. In addition, we have adopted these policies and procedures to avoid even the appearance
of improper conduct on the part of anyone employed by or associated with the Company.
Definitions and Explanations
(a)
Compliance Officer. As used in this Policy, the term refers to the Senior Director of Legal and IP
Division of the Company, or such other officer of the Company as the Board may designate. In the
Compliance Officer’s absence, the Chief Financial Officer of the Company designated by the
Compliance Officer will be responsible for administration of this Policy.
(b)
Covered Person. As used in this Policy, the term refers to (i) Board Members, (ii) executive officers of
the Company, (iii) certain Company employees deemed by the Compliance Officer based on their
positions at the Company, and (iv) certain other Company employees that the Company may designate
from time to time as “Covered Persons” because of their position, responsibilities, or their actual or
potential access to material nonpublic information. “Covered Persons” also includes the immediate
family members and Controlled Entities (as defined below) of such Covered Person.
(c)
Insider. As used in this Policy, the term “Insider” includes: (i) any Board Member, officer, and
employee of the Company; (ii) any immediate family member of a Board Member, officer, or
employee of the Company; and (iii) any agent or advisor of a Board Member, officer, or employee who
has material nonpublic information relating to the Company.
1

(d)
Immediate Family. As used in this Policy, “immediate family” includes a spouse, a child, a child
away at college, a stepchild, a grandchild, parents, stepparents, grandparents, siblings and in-laws, and
other relatives living in your household, and any family members who do not live in your household
but whose transactions in Company Securities are directed by you or are subject to your influence or
control, such as parents or children who consult with you before they trade in Company Securities.
(e)
Material. As used in this Policy, “material” information includes any information that would influence
a reasonable investor to make an investment decision (buy, sell or hold) regarding Company Securities.
Any information that could be expected to affect the price of Company Securities, positively or
negatively, is considered material. When in doubt about whether particular nonpublic information is
material, you should presume it is material. If you are unsure whether information is material, you
should consult the Compliance Officer before making any decision to disclose such information or to
trade in or recommend securities to which that information relates. Some examples of “material”
information, including but not limited to, are:
•
Financial performance and projections
•
Significant proposed or pending mergers and acquisitions, investments, divestitures or sales of
assets
•
Major personnel changes and changes in management
•
Labor negotiations
•
Significant strategic and technology agreements
•
Significant price changes on key products or services
•
Significant changes in operations
•
Major marketing changes
•
Positive or negative developments to the Company in outstanding significant litigations
•
Substantial contracts not in the ordinary course of business
•
Actual or threatened significant litigation or inquiry by a governmental or regulatory authority
•
New equity or debt offerings
•
Changes in dividend policies
•
Stock splits and reverse stock splits
•
Share repurchases
•
Significant product defects or modifications
•
New product or project announcements of a significant nature
•
Impending bankruptcy or financial liquidity problems
•
The gain or loss of a significant product sale
•
The gain or loss of a substantial customer or supplier
•
Any other facts which might cause the Company’s financial results to be substantially affected
2

(f)
Nonpublic. As used in this Policy, information is considered to be “nonpublic” unless and until it has
been fully disclosed to the public and sufficient time has passed for the stock market to digest the
information. To establish that the information has been disclosed to the public, it must have been
disclosed in a widely disseminated manner that makes the information available to investors.
Information would be considered public, for example, if it had been published in a widely available
newspaper or website, or if it had been disclosed in a filing with U.S. Securities and Exchange
Commission (the “SEC”). Information that is not public would include, for example, information
available to select individuals or only to the Company’s employees. Information will be considered
nonpublic until the close of business on the second trading day after the information was publicly
disclosed.
PART I - INSIDER TRADING PROHIBITED
I.
General Policy
(a)
Insider Trading Prohibited. No Insider may purchase, sell, or offer to purchase or sell, any Company
Security while in possession of material nonpublic information about the Company. This restriction
also applies to material nonpublic information relating to any other company with publicly-traded
securities, including our customers or suppliers, obtained in the course of employment by or
association with the Company.
(b)
Tipping Prohibited. No Insider who knows of any material nonpublic information about the Company
may communicate that information to (“tip”) any other person, including immediate family members
and friends, or otherwise disclose such information without Compliance Officer’s written authorization
(including by email).
(c)
Trading or Tipping with Respect to Certain Other Issuers Prohibited. No Insider may trade in the
securities of another company while in possession of material nonpublic information regarding such
company gained through his or her work at Silicon Motion. Additionally, no Insider may trade in the
securities of another company while in possession of material nonpublic information regarding Silicon
Motion that could potentially affect such other company. No Insider who knows of any such material
nonpublic information may communicate that information to, or tip, any other person, including
immediate family members and friends, or otherwise disclose such information without Compliance
Officer’s written authorization (including by email).
II.
Transactions Subject to this Policy
This Policy applies to all transactions in Company Securities, including the Company’s common stock,
options to purchase common stock, or any other type of securities that the Company may issue from time to time,
including (but not limited to) American Depositary Shares (“ADS”), preferred stock, convertible debentures and
warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call
options or swaps relating to Company Securities. Transactions subject to this Policy include purchases, sales and
bona fide gifts of Company Securities.
3

III. Exceptions
This Policy does not apply to the, as applicable, following transactions (collectively, the “Exempted
Transactions”), except as specifically noted:
(a)
Employee Stock Purchase Plan. Purchases of Company Securities through periodic, automatic
payroll contributions to an employee stock purchase plan (an “ESPP”) established by the Company are
exempt from this Policy. However, electing to enroll in an ESPP, making any changes in your elections
under an ESPP, and selling any Company Security acquired under an ESPP are subject to trading
restrictions under this Policy.
(b)
Stock Options. This Policy does not apply to the exercise of stock options granted under the
Company’s equity incentive plans when exercised (i) for cash or (ii) through net settlement procedures
in which the optionee pays for the options exercise by giving shares back to the Company sufficient to
compensate the Company for the exercise price at the shares’ then current market value. In addition,
this Policy does not apply to the exercise of a tax withholding right pursuant to which the Company
withholds shares of stock to satisfy tax withholding requirements upon the exercise of stock options.
This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of
an option, or any other market sale for the purpose of generating the cash needed to pay the exercise
price of an option.
(c)
401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401(k)
plan resulting from your periodic contribution of money to the plan pursuant to a payroll deduction
election. This Policy does apply, however, to certain elections you may make under the 401(k) plan,
including (i) an election to increase or decrease the percentage of your periodic contributions that will
be allocated to a Company Securities fund; (ii) an election to make an intra-plan transfer of an existing
account balance into or out of a Company Securities fund; (iii) an election to borrow money against
your 401(k) plan account if the loan will result in a liquidation of some or all of your Company
Securities fund balance; and (iv) an election to pre-pay a plan loan if the pre-payment will result in an
allocation of loan proceeds to a Company stock fund.
(d)
Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under
the Company’s dividend reinvestment plan (the “DRIP”) resulting from reinvestment of dividends paid
on Company Securities. This Policy does apply, however, to voluntary purchases of Company
Securities resulting from additional contributions you choose to make to the DRIP, and to your election
to participate in the DRIP or increase your level of participation in the DRIP. This Policy also applies
to your sale of any Company Securities purchased pursuant to the DRIP.
(e)
Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise
of a tax withholding right pursuant to which the Company withholds shares of stock to satisfy tax
withholding requirements upon the vesting of restricted stock. This Policy does apply, however, to any
market sale of stock in connection with the vesting of restricted stock.
(f)
Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”). This Policy does not
apply to the vesting of RSUs or PSUs, or the exercise of a tax withholding right pursuant to which the
Company withholds shares of stock to satisfy tax withholding requirements upon the vesting of any
RSU or PSU. This Policy does apply, however, to any market sale of stock in connection with the
vesting of RSUs or PSUs.
IV. Individual Responsibility.
Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of
information about the Company and to not engage in transactions in Company Securities while in possession of
material nonpublic information. Persons subject to this Policy must not engage in illegal trading and must avoid
the appearance of improper trading. Each individual is responsible for making sure that he, she, or they complies
4

with this Policy, and that any immediate family member, household member, or Controlled Entity whose
transactions are subject to this Policy, also comply with this Policy. Each individual is prohibited from disclosing
to anyone inside or outside the Company any non-public information obtained at or through the Company, except
when such disclosure is part of their regular duties and is needed to enable the Company to carry out its business
properly and effectively. Any individual who violates this Policy or any federal or state laws governing insider
trading or tipping, or knows of any such violation by any other individual, must report the violation immediately
to the Compliance Officer.
In all cases, the responsibility for determining whether an individual is in possession of material nonpublic
information rests with that individual, and any action on the part of the Company, the Compliance Officer, or any
other officer, employee, or Board Member pursuant to this Policy (or otherwise) does not in any way constitute
legal advice or insulate an individual from liability under applicable securities laws. You could be subject to
severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or
applicable securities laws.
V.
Transactions by Entities that You Influence or Control
This Policy applies to any entities that you influence or control, including any corporations, partnerships or
trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be
treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
VI. Administration of this Policy.
The Company’s Senior Director of Legal and IP Division will serve as Compliance Officer for the purposes
of this Policy. All determinations and interpretations by the Compliance Officer shall be final and not subject to
further review.
VII. Post-Termination Transactions
If an individual is in possession of material nonpublic information when his or her service terminates, that
individual may not trade in Company Securities until that information has become public or is no longer material.
VIII. Additional Trading Restrictions for Covered Persons
(a)
Blackout Periods. All Covered Persons are prohibited from trading in Company Securities during
blackout periods as defined below.
Quarterly Blackout Periods. Trading in Company Securities is prohibited during the period beginning
at the close of the market 14 calendar days before the end of each fiscal quarter and ending at the close
of the market on the second trading day following the date the Company’s financial results are publicly
disclosed. During these periods, Covered Persons generally possess or are presumed to possess material
nonpublic information about the Company’s financial results. The Company’s Administrative
Department will inform all employees and Board Members by email when a Quarterly Blackout Period
begins and ends.
Special Blackout Periods. From time to time, other types of material nonpublic information regarding
the Company (such as merger negotiations or significant regulatory enforcement issues) may be
pending and not publicly disclosed. While such material nonpublic information is pending, the
Company may impose special blackout periods during which Covered Persons are prohibited from
trading in Company Securities. If the Company imposes a special blackout period, it will notify the
Covered Persons affected. The existence of a special blackout period will not be announced to the
Company as a whole, and should not be communicated to any other person. The imposition of a special
black-out period should be treated as material nonpublic information.
5

(b)
Trading Window. Covered Persons are permitted to trade in Company Securities when no blackout
period is in effect. Generally, this means that Covered Persons can trade during the period beginning at
the close of business on the second trading day following the date the Company’s financial results are
publicly disclosed and ending at the close of the market 14 calendar days before the end of each fiscal
quarter. However, even during this trading window, a Covered Person who is in possession of any
material nonpublic information must not trade, unless such trades are made via an Exempted
Transaction or a Rule 10b5-1 Plan (as defined below), in Company Securities until the information has
been made publicly available or is no longer material. In addition, the Company may close this trading
window if a special blackout is imposed and will re-open the trading window once the special blackout
period has ended.
(c)
Pre-Clearance Procedures. Because Covered Persons are likely to obtain material nonpublic
information on a regular basis, the Company requires all such Covered Persons to refrain from trading,
even during a trading window as noted above, without first pre-clearing all transactions in Company
Securities. A written request (including by email) for pre-clearance should be submitted to the
Compliance Officer at least two business days in advance of the proposed transaction. When a request
for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of
any material nonpublic information about the Company and certify in writing that he or she is not in
possession of material non-public information concerning the Company. The requestor must not
engage in the transaction unless and until the Compliance Officer provides his approval in writing. If
approved by the Compliance Officer, clearance of a transaction is valid only for a five trading day
period. The Compliance Officer is under no obligation to approve a transaction submitted for
pre-clearance and may determine not to permit the transaction. If a person seeks pre-clearance and
permission to engage in the transaction is denied by the Compliance Officer, then the Covered Person
should refrain from initiating such transaction in Company Securities and should not inform any other
person of the restriction.
Further, pre-clearance does not, in any circumstance, relieve anyone of his or her legal obligation to
refrain from trading while in possession of material nonpublic information. The requestor should also
be prepared to comply with Rule 144 of the Securities Act of 1933, as amended, and file Form 144, if
necessary, at the time of any sale.
(d)
Exceptions. These trading restrictions do not apply to (i) the Exempted Transactions or (ii)
transactions executed under a pre-existing written contract, instruction or a Rule 10b5-1 Plan.
IX. Rule 10b5-1 Plans
Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
provides a defense from insider trading liability under Rule 10b-5 of the Exchange Act. In order to be eligible to
rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in
Company Securities that meets certain conditions specified in Rule 10b5-1 (a “Rule 10b5-1 Plan”) and must be in
accordance with the Company’s “Guidelines for Rule 10b5-1 Plans” (below). If the plan meets the requirements
of Rule 10b5-1, transactions in Company Securities may occur even when the person who has entered into the
plan is aware of material nonpublic information.
Once the Rule 10b5-1 Plan is adopted, the person must not exercise any influence over the amount of
securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either
specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an
independent third party. The Rule 10b5-1 Plan must be approved by the Compliance Officer and meet the
requirements of Rule 10b5-1, this Policy and the below guidelines. Any Rule 10b5-1 Plan must be submitted for
approval five trading days prior to the entry into the Rule 10b5-1 Plan. The Compliance Officer is under no
obligation to approve the Rule 10b5-1 Plan.
6

Guidelines for Rule 10b5-1 Plans:
(a)
You may not enter into, modify or terminate a Rule 10b5-1 Plan during a blackout period or otherwise
while you are aware of material nonpublic information.
(b)
For officers and Board Members, no transaction may take place under a Rule 10b5-1 Plan until the
later of (a) 90 days after adoption or modification (as specified in Rule 10b5-1) of the Rule 10b5-1 Plan
or (b) two business days following the disclosure of the Company’s financial results in a Form 6-K or
Form 20-F for the fiscal quarter in which the Rule 10b5-1 Plan was adopted or modified (as specified
in Rule 10b5-1). In any event, the cooling-off period is subject to a maximum of 120 days after
adoption or modification of the Rule 10b5-1 Plan.
(c)
For persons other than officers and Board Members, no transaction may take place under a Rule 10b5-1
Plan until 30 days following the adoption or modification (as specified in Rule 10b5-1) of a
Rule 10b5-1 Plan.
(d)
Subject to certain limited exceptions specified in Rule 10b5-1, you may not enter into more than one
Rule 10b5-1 Plan at the same time.
(e)
Subject to certain limited exceptions specified in Rule 10b5-1, you are limited to only one Rule 10b5-1
Plan designed to effect an open market purchase or sale of the total amount of Company Securities
subject to the 10b5-1 Plan as a single transaction in any 12-month period.
(f)
You must act in good faith with respect to a Rule 10b5-1 Plan. A Rule 10b5-1 Plan cannot be entered
into as part of a plan or scheme to evade the prohibition of Rule 10b-5 of the Exchange Act. Therefore,
although modifications to an existing Rule 10b5-1 Plan are not prohibited, a Rule 10b5-1 Plan should
be adopted with the intention that it will not be amended or terminated prior to its expiration.
(g)
Officers and Board Members must include a representation to the Company in their Rule 10b5-1 Plan
at the time of adoption or modification of such plan that (i) the person is not aware of material
nonpublic information about the Company or Company Securities and (ii) the person is adopting such
plan in good faith and not as part of plan or scheme to evade the prohibitions of Rule 10b-5 of the
Exchange Act.
X.
Consequences of Violations
Penalties for trading on or communicating material nonpublic information can be severe, both for
individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms,
criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties,
compliance with this Policy is absolutely mandatory.
(a)
Legal Penalties. A person who violates insider trading laws by engaging in transactions in a
company’s securities when he or she has material nonpublic information can be sentenced to a
substantial jail term and required to pay a criminal penalty of several times the amount of profits
gained or losses avoided.
In addition, a person who tips others may also be liable for transactions by the tippees to whom he or
she has disclosed material nonpublic information. Tippers can be subject to the same penalties and
sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit
from the transaction.
Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys, and state enforcement
authorities. Punishment for insider trading violations is severe, and could include significant fines and
imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade,
or who tip inside information to others who trade, the federal securities laws also impose potential
liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent
insider trading by company personnel.
7

(b)
Company-imposed Penalties. The Company’s officers, employees, and Board Members who violate
this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any
exceptions to this Policy, if permitted, may only be granted by the Compliance Officer and must be
provided before any activity contrary to the above requirements takes place.
(c)
Expenses Related to a Breach. Neither the Company nor any of its Board Members, officers, or
employees will be liable for the legal or financial consequences of any approval or pre-clearance,
refusal to approve or pre-clear or delay in reviewing any requests for approval or pre-clearance of any
transaction, Rule 10b5-1 Plan or other request under this Policy.
PART II - INVESTOR COMMUNICATIONS
I.
Maintaining Confidential Information
Premature or otherwise unauthorized disclosure of material information relating to the Company will
adversely affect the Company’s ability to discharge effectively its disclosure obligations under U.S. securities
laws. Each Company employee and Board Member, therefore, must maintain the confidentiality of the
Company’s material nonpublic information.
Accordingly, all Company employees and Board Members are prohibited from disclosing any nonpublic
material inside information to anyone outside the Company (including family members, relatives or friends),
except for: (1) disclosures, made in performing authorized Company business, to external parties covered under a
properly authorized Company-approved non-disclosure agreement, and (2) disclosures to the public by
authorized Company spokespersons, made on a broadly disseminated basis in compliance with the Corporate
Disclosure Policy. All employees are also required to sign non-disclosure agreements with the Company
contractually obligating them to abide by these prohibitions.
Prohibited disclosures of material nonpublic information include all oral and written communications, such
as face-to-face oral disclosures, telephone calls, meetings, writings, e- mails, instant messenger messages or
conversations, text messages, social media postings, webcasts, blogs, or other electronic communication
exchanges with third parties outside of the Company, or disclosures contained in advertising, press releases,
speeches, presentations, marketing literature, professional and trade articles and interviews.
Without limiting the generality of the foregoing, persons covered by this Policy are prohibited from
participating and posting any information (whether or not material and whether public or nonpublic) relating to
the Company and its business relations with other companies, on message boards, social media or on other
similar electronic communication forums.
Employees of the Company must treat all Company information with discretion and discuss confidential
information only with those Company employees who have a right and need to know such information to
perform their job responsibilities. Employees and Board Members may not discuss confidential information
with friends, relatives and acquaintances.
II.
Designated Spokespersons
Other than the Company’s designated spokespersons, no Company employees or Board Members are
authorized to speak on behalf of the Company with respect to Company actions or rumors relating to the
Company that could affect the Company’s stock. Therefore, unless an employee or Board Member has been
expressly authorized to make such disclosure, the employee or Board Member who receives any inquiry from a
third party (whether a securities analyst, an investor or potential investor, a member of the media or other person)
regarding the Company, must immediately refer the inquiry, without further comment, to one of the following
designated Company spokespersons who will be authorized to speak to the third party: Chief Executive Officer,
Chief Financial Officer, Director of Investor Relations, and other Investor Relations specialists as named in the
Corporate Disclosure Policy.
8

COMPANY ASSISTANCE
Any person who has a question about this Policy or its application to any proposed transaction may obtain
additional guidance from the Compliance Officer. The Compliance Officer is our Senior Director of Legal and IP
Division, and the contact information is as follows:
Address: 8F-1, No. 36, Taiyuan St., Zhubei City, Hsinchu County 30265, Taiwan
Phone: +886-3552-6888
Email: compliance@siliconmotion.com
CERTIFICATION
All Board Members, officers and employees of the Company must certify their understanding of, and intent
to comply with, this Policy by signing and returning to the Compliance Officer the Acknowledgment and
Certification included at the end of this Policy.
ACKNOWLEDGMENT AND CERTIFICATION
I hereby certify that:
1.
I have read and understand the Insider Trading and Investor Communications Policy (the “Policy”) of
Silicon Motion Technology Corporation and its subsidiaries (collectively, the “Company”).
2.
I understand that the Company’s Compliance Officer is available to answer any questions I have
regarding the Policy.
3.
Since April 25, 2025, or such shorter period of time that I have been a Board Member, employee, or
officer of the Company, I have complied with the Policy.
4.
I will continue to comply with the Policy for as long as I am subject to the Policy.
Print name and position with Company:
Signature:
Date:
9

Exhibit 12.1
Certification by the Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Wallace C. Kou, the Chief Executive Officer of Silicon Motion Technology Corporation, certify that:
1. I have reviewed this annual report on Form 20-F of Silicon Motion Technology Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the company’s auditors and the audit committee of company’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the company’s internal control over financial reporting.
Date: April 30, 2025
/s/ Wallace C. Kou
Name: Wallace C. Kou
Title:
President and Chief Executive Officer

Exhibit 12.2
Certification by the Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Jason Tsai, Chief Financial Officer of Silicon Motion Technology Corporation, certify that:
1. I have reviewed this annual report on Form 20-F of Silicon Motion Technology Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the company’s auditors and the audit committee of company’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the company’s internal control over financial reporting.
Date: April 30, 2025
/s/ Jason Tsai
Name: Jason Tsai
Title:
Chief Financial Officer

Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned each hereby certifies that, to his knowledge, the annual report on Form 20-F of Silicon Motion
Technology Corporation for the year ended December 31, 2024 fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained
in the periodic report fairly presents, in all material respects, the financial condition and results of operations of
Silicon Motion Technology Corporation.
The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350 solely for purposes of
complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002, is not intended to be used or
relied upon for any other purpose and is not being filed as part of the periodic report or as a separate disclosure
document.
Date: April 30, 2025
/s/ Wallace C. Kou
Name: Wallace C. Kou
Title:
President and Chief Executive Officer
/s/ Jason Tsai
Name: Jason Tsai
Title:
Chief Financial Officer

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-204876 on Form S-8 of our
reports dated April 30, 2025, relating to the consolidated financial statements of Silicon Motion Technology
Corporation and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over
financial reporting, appearing in the Annual Report on Form 20-F for the year ended December 31, 2024.
/s/ Deloitte & Touche
Taipei, Taiwan
Republic of China
April 30, 2025