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HOLTEK — AGM Information 2026
Jun 2, 2026
52529_rns_2026-06-02_419e2c2d-be48-41d9-9aab-d4cf2f508529.pdf
AGM Information
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Holtek Semiconductor Inc.
2026 Annual Shareholders’ Meeting Minutes
Time: 9:00 a.m. May 25th, 2026 (Monday)
Location: Holtek Semiconductor Inc (No.3, Creation Rd. II., Science Park, Hsinchu City 300, Taiwan, R.O.C.)
Held by means of: Physical shareholders’ meetings
The Number of Shares of Attendance: All shareholders and their proxy holders, representing 142,997,899 shares (62.06% of the total 230,388,200 outstanding shares.)
Directors Present: Wu, Chi-Yung, Tsai, Jung-Tsung, Gau, Kuo-Tung, Yu, Kuo-Cheng, Pan, Chien-Chu, Hsu, Jui-Ting (Convener of the Audit Committee), Li, Pei-Ying
In Attendance: CPA Cheng, An-Chih and Attorney Ho, Hsin-Jung
Chairperson: Chairman Wu, Chi-Yung
Minute Recorder: Liao, Ming-Tung
- Chairperson announced commencement (The aggregate of shareholding represented has met the quorum. The Chairperson announced commencement.)
- Chairperson’s Address (omitted)
- Report Items
Proposal 1
Subject: 2025 Business Report
Descriptions: Please refer to the 2025 Business Report on Attachment 1.
Proposal 2
Subject: Audit Committee’s Review Report
Descriptions: Please refer to the Audit Committee’s Review Report on Attachment 2.
Proposal 3
Subject: Report on 2025 Employees’ and Directors’ Remuneration
Descriptions:
(1) Pursuant to the Articles of Incorporation of the Company, the amounts appropriated for employees’ compensation and directors’ remuneration for fiscal year 2025 were NT$16,763,945 and NT$1,995,709, respectively, all of which will be distributed in cash.
(2) Of the aforementioned employees’ compensation, NT$10,432,577 was allocated as compensation for non-managerial employees, all of which will be distributed in cash.
1
Proposal 4
Subject: Report on the Implementation of Private Placement of Common Shares through Cash Capital Increase
Descriptions:
(1) The Company’s proposal for a cash capital increase through private placement of common shares for the year 2025 was approved at the 2025 Annual General Meeting. The private placement was to be completed in a single transaction within one year from the date of the shareholders’ resolution. The Company has completed the issuance of 4,220,000 new shares through the private placement, with a remaining quota of 5,780,000 shares. The Board of Directors resolved not to proceed with the remaining shares.
(2) For the implementation status of the private placement of common shares, please refer to Attachment 3.
- Approval Items
Proposal 1 (Proposed by the Board of Directors)
Subject: Adoption of the 2025 Business Report and Financial Statements
Descriptions:
(1) 2025 financial statements were audited by independent auditors, Cheng, An Chih and Lu, Chien Hui, of KP MG. Also 2025 Business Report and Financial Statements have been approved by the Board of Directors and reviewed by the Audit Committee. The Audit Committee’s Review Report was issued accordingly.
(2) Please refer to the 2025 Business Report, Independent Auditors’ Report and Financial Statements on Attachment 1, Attachment 4 and Attachment 5.
Resolution: The proposal was approved as proposed. The voting results are as follows: Voting Result: 142,997,899 shares were represented at the time of voting (including 45,738,371 shares voted via electronic transmission)
| Voting Result | % of the total represented share present |
|---|---|
| Affirmative votes : 137,778,990 votes | |
| (including electronic voting 40,556,464) | 96.35% |
| Dissenting votes : 29,519 votes | |
| (including electronic voting 29,519) | 0.02% |
| Invalid votes: 0 votes | |
| (including electronic voting 0) | 0.00% |
| Abstaining votes : 5,189,390 votes | |
| (including electronic voting 5,152,388) | 3.62% |
Proposal 2 (Proposed by the Board of Directors)
Subject: Adoption of the 2025 Earnings Distribution
Descriptions:
(1) The Company's proposal for the distribution of earnings for 2025 has been approved by the Board of Directors and reviewed by the Audit Committee, with the audit report duly issued.
(2) Please refer to Attachment 6 for the Statement of Earnings Distribution for 2025.
Resolution: The proposal was approved as proposed. The voting results are as follows: Voting Result: 142,997,899 shares were represented at the time of voting (including 45,738,371 shares voted via electronic transmission)
| Voting Result | % of the total represented share present |
|---|---|
| Affirmative votes: 137,779,580 votes (including electronic voting 40,557,054) | 96.35% |
| Dissenting votes: 49,073 votes (including electronic voting 49,073) | 0.03% |
| Invalid votes: 0 votes (including electronic voting 0) | 0.00% |
| Abstaining votes: 5,169,246 votes (including electronic voting 5,132,244) | 3.61% |
- Discussion Items
Proposal 1 (Proposed by the Board of Directors)
Subject: Amendment to the Company's "Articles of Incorporation"
Descriptions:
(1) In compliance with regulatory requirements, the Company proposes to amend certain articles of the Articles of Incorporation.
(2) Please refer to Attachment 7 for a comparison table of the Articles of Incorporation before and after the proposed amendments.
Resolution: The proposal was approved as proposed. The voting results are as follows: Voting Result: 142,997,899 shares were represented at the time of voting (including 45,738,371 shares voted via electronic transmission)
| Voting Result | % of the total represented share present |
|---|---|
| Affirmative votes: 137,776,810 votes (including electronic voting 40,554,284) | 96.34% |
| Dissenting votes: 39,575 votes (including electronic voting 39,575) | 0.02% |
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| Invalid votes: 0 votes
(including electronic voting 0) | 0.00% |
| --- | --- |
| Abstaining votes: 5,181,514 votes
(including electronic voting 5,144,512) | 3.62% |
Proposal 2 (Proposed by the Board of Directors)
Subject: Adoption of the Proposal for Releasing the Company’s Directors from Non-Compete Restrictions
Descriptions:
(1) In accordance with Article 209 of the Company Act, when a director engages in activities for themselves or others that fall within the company’s scope of business, they must disclose the important details of such activities to the shareholders’ meeting and obtain approval.
(2) As the independent directors engage in businesses that are within the same or similar scope of business as that of the Company, it is proposed that the Annual Shareholders’ Meeting approve the release of the non-compete restrictions as set forth in the table below:
| Position | Name | Add Concurrent Company Name(s) and Position(s) |
|---|---|---|
| Independent Director | Lee, Pei-Ying | Independent Director, M31 Technology Corporation |
Resolution: The proposal was approved as proposed. The voting results are as follows: Voting Result: 142,997,899 shares were represented at the time of voting (including 45,738,371 shares voted via electronic transmission)
| Voting Result | % of the total represented share present |
|---|---|
| Affirmative votes: 135,303,362 votes | |
| (including electronic voting 38,080,836) | 94.61% |
| Dissenting votes: 272,023 votes | |
| (including electronic voting 272,023) | 0.19% |
| Invalid votes: 0 votes | |
| (including electronic voting 0) | 0.00% |
| Abstaining votes: 7,422,514 votes | |
| (including electronic voting 7,385,512) | 5.19% |
-
Extemporary Motions: None.
-
Meeting adjourned at 09:23 a.m.
Note: There are no further questions from shareholders at this shared meeting.
Attachment 1
Holtek Semiconductor Inc.
2025 Business Report
1. 2025 Business Results
In 2025, the global semiconductor industry underwent cyclical adjustments, alongside shifts in the supply chain landscape driven by geopolitical tensions and U.S. tariff policies. Fortunately, as inventory corrections concluded, the industry began to see a clear recovery. The market not only welcomed signs of revival but also reached a pivotal turning point in its development. Riding the wave of the “AI-driven new economy,” the sector has reignited its growth engine. In response to an increasingly complex international trade environment and market segmentation, Holtek continued to optimize its operational structure while strategically positioning for the future, achieving year-on-year growth in both overall revenue and profitability.
In 2025, Holtek reported consolidated revenue of NT$3.508 billion, representing a 22.2% increase compared to NT$2.502 billion in the previous year. The company achieved a gross margin of 38.9%, with net income attributable to the parent company of NT$173 million, corresponding to earnings per share of NT$0.76.
Holtek has actively optimized its product line portfolio to enhance product competitiveness and expanded strategic collaborations with key domestic and international customers. The company has also proactively developed overseas markets, including India and Southeast Asia, thereby mitigating geopolitical risks and injecting new growth momentum. Overall, Holtek’s performance in 2025 has gradually returned to a trajectory of growth and profitability.
2. 2025 Research and Development
Holtek remains focused on MCU products, while actively developing ICs for applications in “green energy, smart living, and AIoT” to enhance the functionality and performance of its MCU portfolio. In 2025, Holtek continued to invest in key technologies, including chip development, modules and digital sensors, and algorithm initiatives. The Company also launched a range of new products, such as Arm® Cortex®-M4 32-bit MCUs, health measurement, wireless communication, security protection, environmental sensing, BLDC motor control, solar energy storage inverters, lithium battery management, BMduino, and professional modules. In response to ESG initiatives. Holtek places greater emphasis on developing green, energy-efficient, and low-carbon products, including BLDC motor controller MCUs, energy storage inverters, and integrated solutions for two- and three-wheeled electric vehicles, all based on highly integrated SoC technology. Holtek continues to enhance product competitiveness by developing high-performance, low-power solutions, reducing external components, and shortening customer development cycles through integrated platforms and algorithm support.
3. 2026 Business Strategies and Future Plans
Holtek has long focused on the development and sales of MCUs and MCU peripherals. Its 8-bit Flash MCUs and high-resource 32-bit Arm® Cortex®-M0+ and M4 MCUs provide a complete product lineup, supporting expansion into industrial control and AI edge computing. Leveraging integrated digital modules, advanced foundry processes, and specialized packaging, Holtek meets diverse customer needs. Its standard MCUs, ASSPs, and digital modules, including sensors, driver, display, and wireless communication modules—continue to enhance quality and performance, offering customers comprehensive and functional solutions.
With the deep integration of Artificial Intelligence (AI) and Internet of Things (IoT) technologies, AIoT has evolved from a forward-looking concept into a mainstream global industry, rapidly permeating various sectors. In smart home and industrial IoT control applications, sensors serve as critical interfaces, requiring MCUs with higher computational performance and edge computing capabilities. In response to these market trends, Holtek continues to focus on 32-bit MCU development, integrating sensor components and leveraging digital sensor modules to enhance product differentiation and maintain a competitive edge.
Aligning with AI development trends, Holtek is actively expanding into the Edge AI domain, leveraging advanced algorithms such as BPNN, CNN, and SVM to develop diverse innovative products. Current offerings include 2D IR gesture recognition modules, card-type blood pressure monitors, continuous glucose monitoring (CGM), and body composition analysis. The Company continues to expand its 32-bit Arm® core MCU product line for applications in image recognition, motor control, fingerprint identification, health measurement, and security protection. By integrating AES encryption, 24-bit high-resolution ADCs, front-end AFE circuits, and combining Bluetooth and Sub-1 GHz wireless technologies, Holtek equips end products with precise and real-time computational capabilities, actively addressing the growing AIoT market..
Facing the increased power and cooling demands driven by AI computing growth, Holtek leverages its long-established BLDC motor control expertise to enter AI server cooling systems, offering fan drive solutions compatible with various voltage specifications and supporting stable computing performance. In line with global net-zero and green energy trends, the Company is also developing high-efficiency energy storage inverters, BMS battery management systems, and CAN Bus industrial applications, significantly improving power efficiency through intelligent MCU management. Holtek will continue to develop high-performance, low-power, and edge-intelligent products, enhancing user experience and safety while accurately addressing key market trends, forming the core focus of its 2026 innovation and competitiveness strategy.
4. Future development strategies, influenced by external competition, regulations and the overall operating environment
Looking ahead to 2026, although inventory adjustments in the microcontroller industry have largely concluded, consumer demand recovery remains limited. The global economy continues to face challenges such as U.S. "Tariff 2.0" trade uncertainties, inflationary pressures, and semiconductor capacity imbalances. In particular, the Chinese market is under pressure from both domestic demand weakness and a trend toward localization, making low-cost competition the norm and testing the overall business environment.
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To mitigate potential impacts from consumer markets, Holtek has adjusted its market and product strategies, strengthening its presence outside China. The Company focuses on customer-driven solutions and continues to develop specialized 32-bit MCUs to meet high-end and complex application requirements, enhancing market competitiveness in a changing environment. Operations are expected to stabilize in 2026, laying the foundation for the next phase of growth. Finally, Holtek would like to express its sincere appreciation to all shareholders for their ongoing support.
Chairman: Wu, Chi-Yung
President: Tsai, Jung-Tsung
Accounting Manager: Liao, Ming-Tung
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Attachment 2
Holtek Semiconductor Inc.
Audit Committee’s Review Report
The Board of Directors has submitted the Company’s 2025 Business Report, Financial Statements, and proposal for earnings distribution. The Financial Statements have been audited by KPMG, with Cheng, An-Chih and Lu, Chien-Hui issuing the Independent Audit Report. The aforementioned Business Report, Financial Statements, and proposal for distribution of earnings have been reviewed by the Audit Committee, which found no discrepancies. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted for review.
To Holtek Semiconductor Inc. 2026 Annual Shareholders’ Meeting
Holtek Semiconductor Inc.
Chairman of the Audit Committee: Hsu, Jui-Ting
March 05, 2026
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Attachment 3
Holtek Semiconductor Inc.
Status of Implementation of Private Placement of Common Shares through Cash Capital Increase
Unit: NT$
| Item | 2025 Private Placement of Common Shares through Cash Capital Increase
First issued date: July 2nd, 2025 | | | | |
| --- | --- | --- | --- | --- | --- |
| Types of Securities Privately Placed | Common Shares | | | | |
| Date and Approved Amount by the Shareholders’ Meeting | The Company resolved at the Annual Shareholders' Meeting on May 28, 2025, to conduct a private placement of common shares through a cash capital increase, within a limit of no more than 10,000,000 shares, each with a par value of NT$10. The private placement was to be conducted in a single installment within one year from the date of the shareholders' resolution.
In this issuance, 4,220,000 shares were issued, and the remaining quota of 5,780,000 shares will not be utilized. | | | | |
| Pricing basis of private placement and its reasonableness | A. the simple arithmetic average closing price of the Company’s common shares over either the 1, 3, or 5 business day prior to the pricing date, adjusted for any stock dividends, cash dividends (ex-rights and ex-dividend), and reverse ex-rights due to capital reduction; or (ii) the simple arithmetic average closing price over the 30 business days prior to the pricing date, adjusted in the same manner. The actual issue price shall not be lower than 80% of the reference price.
B. Based on the aforementioned two benchmarks, the higher value is adopted as the reference price, which is determined to be NT$44.43 for this private placement. The proposed issue price is set at NT$35.55, representing 80.01% of the reference price and not lower than 80% of the reference price as resolved at the Shareholders’ Meeting. Therefore, the pricing method and terms of this private placement comply with relevant laws and regulations and are deemed reasonable. | | | | |
| Method for Selecting Specific Persons | The subscribers of the private placement shall be limited to specific people meeting the requirements set forth in Article 43-6, Paragraph 1 of the Securities and Exchange Act. | | | | |
| Reason for conducting non-public offering | In consideration of the timeliness and feasibility of raising funds through a cash capital increase, and to avoid any disruption to the Company’s normal operations, the Company plans to conduct a private placement of common shares. This approach aims to successfully raise the necessary funds and strengthen the Company’s financial structure. | | | | |
| Date of Completion of Payment | July 16th, 2025 | | | | |
| Date of Share Delivery | August 15th, 2025 | | | | |
| Subscribers Information | Private Placement Subscriber Name | Eligibility Criteria | Subscribed Shares | Relationship with the Company | Participation in Company Management |
| Wu, Chi-Yung | Article 43-6, Paragraph 1 of the Securities and Exchange Act | 844,000 shares | Chairman of the Company | Chairman of the Company | |
|---|---|---|---|---|---|
| Gau, Kuo-Tung | 844,000 shares | Director of the Company | Director of the Company | ||
| Bo-Ding Investment Co., Ltd. | 2,532,000 shares | Responsible person is the spouse of the Chairman of the Company | N/A | ||
| Actual Private Placement Price | NT$35.55 | ||||
| Difference between the Actual Subscription Price and the Reference Price | The actual subscription price is NT$35.55, representing 80.01% of the reference price of NT$44.43. | ||||
| Impact of the Private Placement on Shareholders’ Equity | The private placement is expected to strengthen the Company’s financial structure, enhance operational efficiency, support stable business development, and have a positive effect on shareholders’ equity. | ||||
| Use of Funds Raised from the Private Placement and Progress of Implementation | The funds raised in this private placement were used to repay bank loans. The actual amount utilized was NT$150,021,000, and the repayment was completed in the third quarter of 2025. | ||||
| Effectiveness of the Private Placement | The funds raised from this private placement were used to repay bank loans, thereby reducing interest expenses and strengthening the Company’s financial structure. |
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Attachment 4
Holtek Semiconductor Inc.
Independent Auditors' Report
To the Board of Directors of Holtek Semiconductor Inc.:
Opinion
We have audited the consolidated financial statements of Holtek Semiconductor Inc. and its subsidiaries (collectively as "the Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for each of the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition – related-party and unrealized gross profits on sales to associates
Refer to Note 4(14) "Revenue recognition", and Note 7(2) "Significant related-party transactions" to the consolidated financial statements.
Description of key audit matter:
The revenue is the basic operational activity of the Group's sustainable operation, which is related to the operational performance of the enterprise, and because the main transaction is the relationship person, it has a high risk of high fraud. Therefore, the valuation of receivables is the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included testing the Group's
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controls surrounding revenue recognition, Collection operation cycle and Evaluating the reasonableness of commercial transactions; Evaluating revenue trend analysis; understanding the transactions of related parties and execution of the accounts; Executing the related party's letter of confirmation; Assessing the correctness and reasonableness of the gross profit margin of sales and the unrealized gross profit on sales to associates; and assessing whether the Group has properly disclosed relevant information about the sales of the related parties and unrealized gross profit on sales to associates.
Other Matters
Holtek Semiconductor Inc. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion with emphasis-of-matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (inclusive of the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercised professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicated with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng, An-Chih and Lu, Chien-Hui.
KPMG
Hsinchu, Taiwan (Republic of China)
February 9, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (note 6(1)) | $ 1,495,204 | 27 | 903,004 | 16 |
| 1110 | Financial assets measured at fair value through profit or loss - current (note 6(2)) | 419,999 | 8 | 210,385 | 4 |
| 1170 | Notes and accounts receivable, net (note 6(4)) | 62,725 | 1 | 58,190 | 1 |
| 1180 | Accounts receivable from related parties (notes 6(4) and 7) | 333,082 | 6 | 360,365 | 7 |
| 130X | Inventories (note 6(5)) | 1,036,127 | 19 | 1,192,861 | 21 |
| 1476 | Other financial assets - current (notes 6(6) - 7 and 8) | 1,141,138 | 20 | 1,696,497 | 30 |
| 1479 | Other current assets | 23,732 | - | 74,348 | 1 |
| 4,512,007 | 81 | 4,495,650 | 80 | ||
| Non-current assets: | |||||
| 1518 | Equity instruments measured at fair value through other comprehensive income - non-current (note 6(3)) | 66 | - | 4,704 | - |
| 1550 | Investments accounted for using equity method (notes 6(7) and 7) | 492,451 | 9 | 496,047 | 9 |
| 1600 | Property, plant and equipment (note 6(8)) | 364,966 | 7 | 380,895 | 7 |
| 1755 | Right-of-use assets (note 6(9)) | 57,307 | 1 | 89,834 | 2 |
| 1780 | Intangible assets (note 6(10)) | 30,344 | - | 36,870 | - |
| 1840 | Deferred tax assets (note 6(14)) | 41,480 | 1 | 45,079 | 1 |
| 1900 | Other non-current assets(notes 8 and 9) | 65,034 | 1 | 68,631 | 1 |
| 1,051,648 | 19 | 1,122,060 | 20 | ||
| Total assets | $ 5,563,655 | 100 | 5,617,710 | 100 | |
| December 31, 2025 | December 31, 2024 | ||||
| --- | --- | --- | --- | --- | |
| Amount | % | Amount | % | ||
| Labilities and Equity | |||||
| Current liabilities: | |||||
| 2100 | Short-term loans (note 6(11)) | $ 650,000 | 12 | 1,000,000 | |
| 2170 | Notes and accounts payable | 299,249 | 5 | 274,039 | |
| 2180 | Accounts payable from related parties (note 7) | 261 | - | 62 | |
| 2201 | Salary and bonus payable | 169,711 | 3 | 201,727 | |
| 2230 | Current income tax liabilities | 19,258 | - | 12,155 | |
| 2280 | lease liabilities - current (note 6(12)) | 11,191 | - | 17,744 | |
| 2399 | Other current liabilities (note 7) | 81,172 | 2 | 73,271 | |
| 1,230,842 | 22 | 1,578,998 | |||
| Non-current liabilities: | |||||
| 2570 | Deferred tax liabilities (note 6(14)) | 269,015 | 5 | 267,874 | |
| 2580 | lease liabilities - non-current (note 6(12)) | 48,930 | 1 | 75,102 | |
| 2640 | Net defined benefit liabilities (note 6(13)) | 3,283 | - | 15,949 | |
| 2670 | Other non-current liabilities | 23,561 | - | 23,205 | |
| 344,789 | 6 | 382,130 | |||
| Total liabilities | |||||
| Equity (note 6(15)) : | |||||
| Equity attributable to shareholders of the parent | |||||
| 3110 | Ordinary share capital | 2,303,882 | 41 | 2,261,682 | |
| 3200 | Capital surplus | 250,130 | 5 | 142,309 | |
| 3300 | Retained earnings | 1,417,743 | 26 | 1,244,597 | |
| 3400 | Other equity | (52,171) | (1) | (49,901) | |
| Total equity attributable to shareholders of the parent | 3,919,584 | 71 | 3,598,687 | ||
| 36XX | Non-controlling interests | 68,440 | 1 | 57,895 | |
| Total equity | 3,988,024 | 72 | 3,656,582 | ||
| Total liabilities and equity | |||||
| $ 5,563,655 | 100 | 5,617,710 | 100 |
(See accompanying notes to consolidated financial statements.)
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, except for Earnings per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Revenues (notes 6(18) 、 7) | $ 3,057,722 | 100 | 2,501,630 | 100 |
| 5000 | Cost of Goods Sold (notes 6(5)、(13)、(17)、7 and 12) | 1,879,931 | 61 | 1,538,786 | 62 |
| Gross profits | 1,177,791 | 39 | 962,844 | 38 | |
| 5910 | Unrealized gross profits on sales to associates | (12,215) | - | (45,165) | (2) |
| Realized gross profits | 1,190,006 | 39 | 1,008,009 | 40 | |
| Operating expenses (notes 6(13)、(17) and 12) : | |||||
| 6100 | Selling | 122,911 | 4 | 142,291 | 6 |
| 6200 | General and administrative | 279,251 | 9 | 334,627 | 13 |
| 6300 | Research and development | 680,896 | 22 | 819,757 | 33 |
| 6450 | Expected credit impairment loss (reversal gain) (note 6(4)) | - | - | (51.) | (2) |
| 1,083,058 | 35 | 1,244,796 | 50 | ||
| Operating income (loss) | 106,948 | 4 | (236,787) | (10) | |
| Non-operating income and expenses: | |||||
| 7020 | Other gains and losses (notes 6(19) and 7) | 44,662 | 1 | 55,090 | 2 |
| 7060 | Investment income accounted for using equity method (note 6(7)) | (10,850) | - | (27,970) | (1) |
| 7100 | Interest income | 37,168 | 1 | 41,342 | 2 |
| 7510 | Interest expense | (18,283) | (1) | (22,389) | (1) |
| 52,697 | 1 | 46,073 | 2 | ||
| Income (loss) before income tax | 159,645 | 5 | (190,714) | (8) | |
| 7950 | Income tax (note 6(14)) | (26,241) | (1) | (42,565) | (2) |
| Net income (loss) | 185,886 | 6 | (148,149) | (6) | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of the defined benefit plans(note 6(13)) | (223) | - | 3,581 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income(note 6(3)) | (4,638) | - | (250,228) | (10) |
| 8349 | Income tax relating to items that will be not reclassified subsequently (note 6(14)) | (45) | - | 716 | - |
| Total items that will not be reclassified subsequently to profit or loss | (4,816) | - | (247,363) | (10) | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of financial statements of foreign affiliates | 2,250 | - | 50,234 | 2 |
| 8371 | Exchange differences on translation of financial statements of invested associates accounted for using equity method (note 6(7)) | 886 | - | 23,640 | 1 |
| 8399 | Income tax relating to items that may be reclassified subsequently (note 6(14)) | 591 | - | 14,396 | - |
| Total items that may be reclassified subsequently to profit or loss | 2,545 | - | 59,478 | 3 | |
| 8300 | Other comprehensive income (loss) | (2,271) | - | (187,885) | (7) |
| Total comprehensive income (loss) | $ 183,615 | 6 | (336,034) | (13) | |
| Net income attributable to: | |||||
| 8610 | Shareholders of the parent | $ 173,324 | 6 | (149,555) | (6) |
| 8620 | Non-controlling interests | 12,562 | - | 1,406 | - |
| $ 185,886 | 6 | (148,149) | (6) | ||
| Total comprehensive income (loss) attributable to: | |||||
| 8710 | Shareholders of the parent | $ 170,876 | 6 | (339,335) | (13) |
| 8720 | Non-controlling interests | 12,739 | - | 3,301 | - |
| $ 183,615 | 6 | (336,034) | (13) | ||
| Earnings per share (New Taiwan Dollars) (note 6(16)) | |||||
| 9750 | Basic earnings per share | $ | 0.76 | (0.66) | |
| 9850 | Diluted earnings per share | $ | 0.76 | (0.66) |
(See accompanying notes to parent company only financial statements.)
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
Equity attributed to shareholders of the parent
| Ordinary share capital | Capital surplus | Retained earnings | Total other equity interest | Total equity attributed to shareholders of the parent | Non-controlling interests | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from investments measured at fair value through other comprehensive income | Total other equity interest | ||||||
| Balance as of January 1, 2024 | 2,26 | 142,309 | 1,066,622 | 2,541 | 210,730 | 1,279,893 | (58,929) | 414,843 | 355,914 | 4,039,798 | 59,817 | 4,099,615 |
| Net income for the period | - | - | - | - | (149,555) | (149,555) | - | - | - | (149,555) | 1,406 | (148,149) |
| Other comprehensive income for the period | - | - | - | - | 2,865 | 2,865 | 57,583 | (250,228) | (192,645) | (189,780) | 1,895 | (187,885) |
| Total comprehensive income for the period | - | - | - | - | (146,690) | (146,690) | 57,583 | (250,228) | (192,645) | (339,335) | 3,301 | (336,034) |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Appropriation for legal reserve | - | - | 11,223 | - | (11,223) | - | - | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | (101,776) | (101,776) | - | - | - | (101,776) | - | (101,776) |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | 213,170 | 213,170 | - | (213,170) | (213,170) | - | - | - |
| Cash dividends from subsidiaries | - | - | - | - | - | - | - | - | - | - | (2,835) | (2,835) |
| Reversal of special reserve | - | - | - | - | - | - | - | - | - | - | (2,388) | (2,388) |
| Balance as of December 31, 2024 | 2,261,682 | 142,309 | 1,077,845 | 2,541 | 164,211 | 1,244,597 | (1,346) | (48,555) | (49,901) | 3,598,687 | 57,895 | 3,656,582 |
| Net income for the period | - | - | - | - | 173,324 | 173,324 | - | - | - | 173,324 | 12,562 | 185,886 |
| Other comprehensive income for the period | - | - | - | - | (178) | (178) | 2,368 | (4,638) | (2,270) | (2,448) | 177 | (2,271) |
| Total comprehensive income for the period | - | - | - | - | 173,146 | 173,146 | 2,368 | (4,638) | (2,270) | 170,876 | 12,739 | 183,615 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Appropriation for legal reserve | - | - | 6,648 | - | (6,648) | - | - | - | - | - | - | - |
| Appropriation for special reserve | - | - | - | 47,360 | (47,360) | - | - | - | - | - | - | - |
| Issuance of ordinary share capital | 42,200 | 107,821 | - | - | - | - | - | - | - | 150,021 | - | 150,021 |
| Cash dividends from subsidiaries | - | - | - | - | - | - | - | - | - | - | (2,194) | (2,194) |
| Reversal of special reserve | - | - | - | (1,120) | 1,120 | - | - | - | - | - | - | - |
| Balance as of December 31, 2025 | $ 2,303,882 | 250,130 | 1,084,493 | 48,781 | 284,469 | 1,417,743 | 1,022 | (53,193) | (52,171) | 3,919,584 | 68,440 | 3,988,024 |
(See accompanying notes to consolidated financial statements.)
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | $ 159,645 | (190,714) |
| Adjustments: | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation | 66,466 | 70,087 |
| Amortization | 86,875 | 92,532 |
| Expected credit impairment loss (reversal gain) | - | (51,879) |
| Interest expense | 18,283 | 22,389 |
| Interest income | (37,168) | (41,342) |
| Investment loss (income) accounted for using equity method | 10,850 | 27,970 |
| Loss (gain) on disposals of investments | - | 2,558 |
| Unrealized gross profit on sales to associates | (12,215) | (45,165) |
| Gain from price recovery of inventory | - | (20,000) |
| Other items not affecting cash flows, net | (1,591) | 3,936 |
| Changes in operating assets and liabilities: | ||
| Financial assets measured at fair value through profit or loss | (205,130) | 28,780 |
| Notes and accounts receivable (including related parties) | 22,456 | (47,286) |
| Inventories | 148,679 | 422,716 |
| Other operating assets | 27,328 | (2,380) |
| Notes and accounts payable (including related parties) | 40,294 | 122,453 |
| Net defined benefit liabilities | (13,064) | (10,732) |
| Other operating liabilities | (29,345) | (115,610) |
| Cash flows from operations | 282,363 | 268,313 |
| Interest received | 34,731 | 40,383 |
| Dividends received | 14,157 | 28,234 |
| Interest paid | (18,283) | (22,389) |
| Income tax refunded (paid) | 67,485 | (4,278) |
| Net cash flows from operating activities | 380,453 | 310,263 |
| Cash flows from investing activities: | ||
| Proceeds from disposal of financial assets at fair value through other comprehensive income | - | 406,787 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | - | 18,092 |
| Acquisition of investments accounted for using equity method | (8,651) | (2,671) |
| Proceeds from disposal of investments accounted for using equity method | - | 5,773 |
| Acquisitions of property, plant and equipment | (36,334) | (10,099) |
| Proceeds from disposal of property, plant and equipment | 3,238 | - |
| Decrease in Guarantee deposit paid | 3,948 | 2,130 |
| Acquisition of intangible assets | (80,356) | (106,384) |
| Decreasing (Increase) other financial assets | 553,822 | (409,045) |
| Increase in other non-current assets | (573) | (2,615) |
| Net cash flows from (used in) investing activities | 435,094 | (98,032) |
| Cash flows from financing activities: | ||
| Decrease in short-term loans | (350,000) | - |
| Increase (Decrease) in Guarantee deposit received | 88 | (28,310) |
| Payments of lease liabilities | (17,761) | (19,819) |
| Proceeds from issuing shares | 150,021 | - |
| Cash dividends paid | - | (101,776) |
| Decrease in non-controlling interests | (2,194) | (5,223) |
| Net cash flows from used in financing activities | (219,846) | (155,128) |
| Effect of foreign exchange changes | (3,501) | 14,491 |
| Net Increase in cash and cash equivalents | 592,200 | 71,594 |
| Cash and cash equivalents at beginning of period | 903,004 | 831,410 |
| Cash and cash equivalents at end of period | $ 1,495,204 | 903,004 |
(See accompanying notes to consolidated financial statements.)
Attachment 5
Holtek Semiconductor Inc.
Independent Auditors' Report
To the Board of Directors of Holtek Semiconductor Inc.:
Opinion
We have audited the financial statements of Holtek Semiconductor Inc. (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statement of comprehensive income, statement of changes in equity, and statement of cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards in the Republic of China. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition – related-party and unrealized gross profits on sales to associates
Refer to Note 4(14) “Revenue recognition”, and Note 7(2) “Significant related-party transactions” to the parent company only financial statements.
Description of key audit matter:
The revenue is the basic operational activity of the Company's sustainable operation, which is related to the operational performance of the enterprise, and because the main transaction is the relationship person, it has a high risk of high fraud. Therefore, the valuation of receivables is the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included testing the Company’s controls surrounding revenue recognition, Collection operation cycle and Evaluating the reasonableness of commercial transactions; Evaluating revenue trend analysis; understanding the transactions of related parties and execution of the accounts; Executing the related party's letter of confirmation; Assessing the correctness and reasonableness of the gross profit margin of sales and the
18
unrealized gross profit on sales to associates; and assessing whether the Company has properly disclosed relevant information about the sales of the related parties and unrealized gross profit on sales to associates.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
19
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng, An-Chih and Lu, Chien-Hui.
KPMG
Hsinchu, Taiwan (Republic of China)
February 9, 2026
Notices to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance, and its cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc.
Balance Sheets
December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note 6(1)) | $ 913,616 | 17 | 242,036 | 4 | 2100 | Short-term loans (note 6(10)) | $ 650,000 | 12 | 1,000,000 | 19 |
| 1110 | Financial assets measured at fair value through profit or loss – current (note 6(2)) | 419,999 | 8 | 210,385 | 4 | 2170 | Notes and accounts payable | 241,532 | 5 | 205,483 | 4 |
| 1170 | Notes and accounts receivable, net (note 6(3)) | 40,898 | 1 | 46,791 | 1 | 2180 | Accounts payable to related parties (note 7) | 11,234 | - | 16,358 | - |
| 1180 | Accounts receivable from related parties (notes 6(3) and 7) | 191,086 | 3 | 417,122 | 8 | 2201 | Salary and bonus payable | 145,808 | 3 | 171,678 | 3 |
| 130X | Inventories (note 6(4)) | 765,505 | 14 | 916,090 | 17 | 2230 | Current income tax liabilities | 15,239 | - | 11,688 | - |
| 1476 | Other financial assets – current (notes 6(5) • 7 and 8) | 699,602 | 13 | 1,068,657 | 20 | 2280 | Lease liabilities-current (note 6(11)) | 7,428 | - | 11,575 | - |
| 1479 | Other current assets | 11,820 | - | 40,836 | - | 2399 | Other current liabilities (note 7) | 75,915 | 1 | 64,114 | 1 |
| 3,042,526 | 56 | 2,941,917 | 54 | 1,147,156 | 21 | 1,480,896 | 27 | ||||
| Non-current assets: | Non-current liabilities: | ||||||||||
| 1550 | Investments accounted for using equity method (notes 6(6) and 7) | 2,092,176 | 39 | 2,205,480 | 41 | 2570 | Deferred tax liabilities (note 6(13)) | 269,016 | 5 | 264,161 | 5 |
| 1600 | Property, plant and equipment (note 6(7)) | 88,017 | 2 | 89,196 | 2 | 2580 | Lease liabilities-non-current (note 6(11)) | 43,655 | 1 | 66,976 | 2 |
| 1755 | Right-of-use assets (note 6(8)) | 48,712 | 1 | 75,710 | 2 | 2640 | Net defined benefit liabilities-non-current (note 6(12)) | 3,283 | - | 15,949 | - |
| 1780 | Intangible assets (note 6(9)) | 29,879 | - | 35,422 | - | 2670 | Other non-current liabilities | 14,622 | - | 18,750 | - |
| 1840 | Deferred tax assets (note 6(13)) | 41,419 | 1 | 43,736 | - | 330,576 | 6 | 365,836 | 7 | ||
| 1900 | Other non-current assets (note 8 and 9) | 54,587 | 1 | 53,958 | 1 | 1,477,732 | 27 | 1,846,732 | 34 | ||
| 2,354,790 | 44 | 2,503,502 | 46 | ||||||||
| 2,303,882 | 43 | 2,261,682 | 41 | ||||||||
| 3110 | Ordinary share capital | 2,303,882 | 43 | 2,261,682 | 41 | ||||||
| 3200 | Capital surplus | 250,130 | 5 | 142,309 | 3 | ||||||
| 3300 | Retained earnings | 1,417,743 | 26 | 1,244,597 | 23 | ||||||
| 3400 | Other equity | (52,171) | (1) | (49,901) | (1) | ||||||
| Total equity | 3,919,584 | 73 | 3,598,687 | 66 | |||||||
| Total liabilities and equity | $ 5,397,316 | 100 | 5,445,419 | 100 |
Total assets
$ 5,397,316 100 5,445,419 100
(See accompanying notes to parent company only financial statements.)
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, except for Earnings per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Revenue (notes 6(17) and 7) | $ 2,311,289 | 100 | 1,856,690 | 100 |
| 5000 | Cost of Goods Sold (notes 6(4) 、 (9) 、 (12) 、 (16) 、 7 and 12) | 1,551,071 | 67 | 1,270,749 | 68 |
| Gross profits | 760,218 | 33 | 585,941 | 32 | |
| 5910 | Unrealized gross profit on sales to associates | 1,748 | - | (82,233) | (4) |
| Realized gross profits | 758,470 | 33 | 668,174 | 36 | |
| Operating expenses (notes 6(9) 、 (12) 、 (16) 、 7 and 12) : | |||||
| 6100 | Selling | 99,032 | 4 | 84,365 | 5 |
| 6200 | General and administrative | 165,425 | 7 | 154,610 | 8 |
| 6300 | Research and development | 461,216 | 20 | 557,939 | 30 |
| 6450 | Expected credit impairment loss (note 6(3)) | - | - | 1,954 | - |
| 725,673 | 31 | 798,868 | 43 | ||
| Operating income (loss) | 32,797 | 2 | (130,694) | (7) | |
| Non-operating income and expenses: | |||||
| 7020 | Other gains and losses (notes 6(18) and 7) | 1,623 | - | 19,121 | 1 |
| 7070 | Investment income accounted for using equity method (note 6(6)) | 98,063 | 4 | (72,551) | (4) |
| 7100 | Interest income | 26,718 | 1 | 17,313 | 1 |
| 7510 | Interest expense (note 6(11)) | (18,119) | (1) | (22,172) | (1) |
| 108,285 | 4 | (58,289) | (3) | ||
| Income (loss) before income tax | 141,082 | 6 | (188,983) | (10) | |
| 7950 | Income tax (note 6 (13)) | (32,242) | (1) | (39,428) | (2) |
| Net income (loss) | 173,324 | 7 | (149,555) | (8) | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of the defined benefit plans (note 6(12)) | (223) | - | 3,581 | - |
| 8330 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | (4,638) | - | (250,228) | (13) |
| 8349 | Income tax relating to items that will be not reclassified subsequently (note 6(13)) | (45) | - | 716 | - |
| Total items that will not be reclassified subsequently to profit or loss | (4,816) | - | (247,363) | (13) | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8381 | Exchange differences on translation of subsidiaries and associates for using equity method | 2,959 | - | 71,979 | 4 |
| 8399 | Income tax relating to items that may be reclassified subsequently (note 6(13)) | 591 | - | 14,396 | 1 |
| Total items that may be reclassified subsequently to profit or loss | 2,368 | - | 57,583 | 3 | |
| 8300 | Other comprehensive income (loss) | (2,448) | - | (189,780) | (10) |
| Total comprehensive income (loss) | $ 170,876 | 7 | (339,335) | (18) | |
| Earnings per share (New Taiwan Dollars) (note 6(15)) | |||||
| 9750 | Basic earnings per share | $ | 0.76 | (0.66) | |
| 9850 | Diluted earnings per share | $ | 0.76 | (0.66) |
(See accompanying notes to parent company only financial statements.)
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Ordinary share capital | Capital surplus | Retained earnings | Total other equity interest | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from investments measured at fair value through other comprehensive income | Total other equity interest | ||||
| Balance as of January 1, 2024 | $ 2,261,682 | 142,309 | 1,066,622 | 2,541 | 210,730 | 1,279,893 | (58,929) | 414,843 | 355,914 | 4,039,798 |
| Net income for the period | - | - | - | - | (149,555) | (149,555) | - | - | - | (149,555) |
| Other comprehensive income for the period | - | - | - | - | 2,865 | 2,865 | 57,583 | (250,228) | (192,645) | (189,780) |
| Total comprehensive income for the period | - | - | - | - | (146,690) | (146,690) | 57,583 | (250,228) | (192,645) | (339,335) |
| Appropriation and distribution of retained earnings: | ||||||||||
| Appropriation for legal reserve | - | - | 11,223 | - | (11,223) | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | (101,776) | (101,776) | - | - | - | (101,776) |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | 213,170 | 213,170 | - | (213,170) | (213,170) | - |
| Balance as of December 31, 2024 | 2,261,682 | 142,309 | 1,077,845 | 2,541 | 164,211 | 1,244,597 | (1,346) | (48,555) | (49,901) | 3,598,687 |
| Net income for the period | - | - | - | - | 173,324 | 173,324 | - | - | - | 173,324 |
| Other comprehensive income for the period | - | - | - | - | (178) | (178) | 2,368 | (4,638) | (2,270) | (2,448) |
| Total comprehensive income for the period | - | - | - | - | 173,146 | 173,146 | 2,368 | (4,638) | (2,270) | 170,876 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Appropriation for legal reserve | - | - | 6,648 | - | (6,648) | - | - | - | - | - |
| Appropriation for special reserve | - | - | - | 47,360 | (47,360) | - | - | - | - | - |
| Issuance of ordinary share capital | 42,200 | 107,821 | - | - | - | - | - | - | - | 150,021 |
| Reversal of special reserve | - | - | - | (1,120) | 1,120 | - | - | - | - | - |
| Balance as of December 31, 2025 | $ 2,303,882 | 250,130 | 1,084,493 | 48,781 | 284,469 | 1,417,743 | 1,022 | (53,193) | (52,171) | 3,919,584 |
(See accompanying notes to parent company only financial statements.)
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
Holtek Semiconductor Inc.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income (loss) before income tax | $ 141,082 | (188,983) |
| Adjustments: | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation | 27,944 | 30,593 |
| Amortization | 85,536 | 91,243 |
| Expected credit impairment loss | - | 1,954 |
| Interest expense | 18,119 | 22,172 |
| Gain from price recovery of inventory | - | (20,000) |
| Interest income | (26,718) | (17,313) |
| Investments loss accounted for using equity method | (98,063) | 72,551 |
| Unrealized gross profit on sales to associates | 1,748 | (82,233) |
| Other items not affecting cash flows, net | 4,869 | 1,761 |
| Changes in operating assets and liabilities: | ||
| Financial assets measured at fair value through profit or loss | (205,130) | 28,780 |
| Accounts receivable (including related parties) | 231,929 | (263,504) |
| Inventories | 141,205 | 404,829 |
| Operating assets | (1,521) | 3,394 |
| Accounts payable (including related parties) | 30,925 | 107,869 |
| Net defined benefit liability | (13,064) | (10,732) |
| Operating liabilities | (13,974) | (113,193) |
| Cash flows from operations | 324,887 | 69,188 |
| Interest received | 26,073 | 15,992 |
| Dividend received | 131,500 | 284,567 |
| Interest paid | (18,119) | (22,172) |
| Income tax refunded (paid) | 72,666 | (4,748) |
| Net cash flows from operating activities | 537,007 | 342,827 |
| Cash flows from investing activities: | ||
| Proceeds from return of capital of investments accounted for using equity method | 76,44 | 367,54 |
| (Increase) decrease in prepayments for equipment | 440 | (580) |
| Acquisitions of property, plant and equipment | (16,193) | (3,550) |
| Proceeds from disposal of property, plant and equipment | 114 | - |
| Decrease in Guarantee deposits paid | 1,903 | 60 |
| Acquisition of intangible assets | (79,993) | (104,707) |
| (Increase) decrease in other financial assets | 369,989 | (586,076) |
| Increase in other non-current assets | (2,971) | - |
| Net cash flows (used in) from investing activities | 349,729 | (327,309) |
| Cash flows from financing activities: | ||
| Decrease in short-term loans | (350,000) | - |
| Decrease in Guarantee deposits received | (4,223) | (28,110) |
| Payments of lease liabilities | (10,954) | (11,107) |
| Cash dividends paid | - | (101,776) |
| Proceeds from issuing shares | 150,021 | - |
| Net cash flows from used in financing activities | (215,156) | (140,993) |
| Net (decrease) increase in cash and cash equivalents | 671,580 | (125,475) |
| Cash and cash equivalents at beginning of period | 242,036 | 367,511 |
| Cash and cash equivalents at end of period | $ 913,616 | 242,036 |
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Attachment 6
Holtek Semiconductor Inc.
2025 Statement of Earnings Appropriation
Unit: NT$
| Opening Balance of Unappropriated Retained Earnings | 110,202,551 |
|---|---|
| Plus: | |
| Remeasurements of the defined benefit plans | ( 178,434 ) |
| Reversal of Special Reserve – IFRS Transition Adjustment | 1,120,365 |
| Net Income of 2025 | 173,324,642 |
| Retained Earnings Available for Distribution | 284,469,124 |
| Minus: | |
| Appropriation to Legal Reserve | ( 17,314,621 ) |
| Appropriation to Special Reserve (Note 1) | ( 3,390,816 ) |
| Distribution Items: | |
| Cash Dividends to Shareholders (Note 2) | ( 156,663,976 ) |
| Ending Balance of Unappropriated Retained Earnings | $ 107,099,711 |
Note 1: Including the portion of accumulated amounts from prior periods that had not yet been fully appropriated, an amount of NT$1,120,365 was appropriated from unappropriated retained earnings at the beginning of the period. In addition, an amount of NT$2,270,451 was further appropriated from the net decrease in other equity for the current period.
Note 2: Dividends were distributed from unappropriated retained earnings, with total cash dividends of NT$156,663,976, representing NT$0.68 per share based on shareholdings recorded on the dividend record date, with fractional amounts rounded down. In the event of changes in applicable laws or regulations, approval by the competent authority, transfer of treasury shares to employees, conversion of convertible bonds into common shares, or exercise of employee stock options resulting in new share issuances, the dividend distribution ratio shall be adjusted proportionately based on the number of outstanding shares on the ex-dividend record date, and the Board of Directors is authorized by the shareholders’ meeting to make such adjustments and handle all related matters.
Chairman: Wu, Chi-Yung
President: Tsai, Jung-Tsung
Accounting Manager: Liao, Ming-Tung
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Attachment 7
Holtek Semiconductor Inc.
Comparison Table for the original and amended articles of the Company’s “Articles of Incorporation”
| Amended Article | Original Article | Explanation |
|---|---|---|
| Article 14 | ||
| The Company shall have seven to nine Directors, each serving a three-year term. Directors shall be elected from a list of nominees under the candidate nomination system at the shareholders’ meeting and may be re-elected. | ||
| Of the total number of Directors, the number of Independent Directors shall be no fewer than three and shall constitute at least one-third of the Board. The qualifications, shareholding limits, concurrent positions, nomination and election procedures, and other requirements for Independent Directors shall comply with the relevant regulations of the competent securities authority. | ||
| (Portions omitted) | Article 14 | |
| The Company shall have seven to nine Directors, each serving a three-year term. Directors shall be elected from a list of nominees under the candidate nomination system at the shareholders’ meeting and may be re-elected. | ||
| Of the total number of Directors, the number of Independent Directors shall be no fewer than three and shall constitute at least one-fifth of the Board. | ||
| The qualifications, shareholding limits, concurrent positions, nomination and election procedures, and other requirements for Independent Directors shall comply with the relevant regulations of the competent securities authority. | ||
| (Portions omitted) | In accordance with the regulations of the competent authority | |
| Article 26 | ||
| This Articles of Incorporation were resolved on September 7, 1998. The first amendment was made on November 30, 1998, the second amendment on June 10, 1999, the third amendment on April 5, 2000, the fourth amendment on March 2, 2001, the fifth amendment on April 17, 2002, the sixth amendment on June 9, 2003, the seventh amendment on June 1, 2004, the eighth amendment on June 13, 2005, the ninth amendment on December 18, 2006, the tenth amendment on June 11, 2007, the eleventh amendment on June 13, 2008, the twelfth amendment on June 10, 2009, the thirteenth amendment on June 15, 2010, the fourteenth amendment on | Article 26 | |
| These Articles of Incorporation were adopted on September 7, 1998. The first amendment was made on November 30, 1998, the second amendment on June 10, 1999, the third amendment on April 5, 2000, the fourth amendment on March 2, 2001, the fifth amendment on April 17, 2002, the sixth amendment on June 9, 2003, the seventh amendment on June 1, 2004, the eighth amendment on June 13, 2005, the ninth amendment on December 18, 2006, the tenth amendment on June 11, 2007, the eleventh amendment on June 13, 2008, the twelfth amendment on June 10, 2009, the thirteenth | Add revision date and the number of the revisions. |
| fifteenth amendment on June 9, 2015, the sixteenth amendment on May 27, 2016, the seventeenth amendment on May 26, 2017, the eighteenth amendment on May 29, 2019, the nineteenth amendment on May 24, 2023, the twentieth amendment on May 29, 2024, the twenty-first amendment on May 28, 2025, and the twenty-second amendment on May 25, 2026. | June 12, 2012, the fifteenth amendment on June 9, 2015, the sixteenth amendment on May 27, 2016, the seventeenth amendment on May 26, 2017, the eighteenth amendment on May 29, 2019, the nineteenth amendment on May 24, 2023, the twentieth amendment on May 29, 2024, and the twenty-first amendment on May 28, 2025. | |
|---|---|---|
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