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RT AGM Information 2023

Jun 16, 2023

52043_rns_2023-06-16_2f1918ee-269a-4737-afd5-ff60af8ed18e.pdf

AGM Information

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Realtek Semiconductor Corp. 2023 Annual Shareholders’ Meeting Minutes

Time: 9:00 a.m., June 6, 2023 (Tuesday)

Place: No.1, Industry East 2nd Road, HsinChu Science Park Life Hub, Bach Conference Room The Number of Shares of Attendance: Attending shareholders and proxy represented 460,234,191 shares (including 366,106,778 shares which attended through electronic voting) accounting for 89.73% of 512,863,641 shares, the Company’s total outstanding shares. Directors Present:

Chiu, Sun-Chien, Chern, Kuo-Jong, Yen, Kuang-Yu, Huang, Yung-Fang, Ni, Shu-Ching, Chen, Fu-Yen Chairman: Chiu, Sun-Chien, Chairman Recorder: Tsai, Shu- Hui The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.

  • I. Chairman’s Remarks: Omitted.

II. Report Items: Report 1: Business report of 2022 Explanation: Please refer to Attachment 1 for the business report.

Report 2: Audit Committee’s review report Explanation: Please refer to Attachment 2 for the Audit Committee’s review report.

Report 3: To report 2022 employees’ compensation and directors’ remuneration

Explanation:

  1. According to Article 18 of the Articles of Incorporation of the Company, if gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation.

  2. The Board of Directors resolved the distribution of 2022 employees’ compensation and directors’ remuneration as follows

Unit: NT dollars
Item Amount Profit Ratio
Employees’ compensation 4,765,897,688 21.89%
Directors’ remuneration 120,000,000 0.55%

Note: Employees' compensation and directors' remuneration amount are consistent with the 2022 annual estimated expenses.

  1. The above employees’compensation and directors’ remuneration are all paid in cash.

Report 4: To report 2022 cash dividends distribution from retained earnings

Explanation:

  1. The Board of Directors resolved that the 2022 cash dividends distribution from retained earnings is NT$ 13,334,454,666. According to the shares held by each shareholder in the shareholders’ register on cash dividend record date, the cash dividends to common shareholders is NT$26 per share.

  2. Due to the changes of outstanding shares caused by the Company’s subsequent events such as shares’ buyback, transfer or cancellation of treasury stocks or others, the cash distribution per share might be affected. The Chairman is authorized by the Board of Directors to adjust the distribution.

  3. The cash distribution to each shareholder is rounded down to one dollar (under one dollar is

rounded down). The rounded down amounts are recognized as the Company’s other income.

  1. The Chairman is authorized by the Board of Directors to determine the cash dividend record date and payment date.

Report 5: To report cash distribution from capital surplus

Explanation:

  1. The Board of Directors resolved that pursuant to the Article 241 of the Company Act, the cash distribution from the capital surplus in excess of par value is NT$ 512,863,641. According to the shares held by each shareholder in the shareholders’ register on cash distribution record date, the cash distribution to common shareholders is NT$1 per share.

  2. Due to the changes of outstanding shares caused by the Company’s subsequent events such as shares’ buyback, transfer or cancellation of treasury stocks or others, the cash distribution per share might be affected. The Chairman is authorized by the Board of Directors to adjust the distribution.

  3. The cash distribution to each shareholder is rounded down to one dollar (under one dollar is rounded down). The rounded down amounts are recognized as the Company’s other income.

  4. The Chairman is authorized by the Board of Directors to determine the cash distribution record date and payment date.

Report 6: To report 2022 related party transactions Explanation:

  1. The actual transaction amount between the Company and its subsidiaries and the related party, GMI Technology Inc., in 2022 is NT$16,520,851 thousand, and the general collection term is 30-60 days after monthly billings.

  2. There is no significant difference in the transaction prices and collection terms for sales of goods available to non-related parties.

III. Ratification Items

Proposal 1

Subject: 2022 business report and financial statements. Approval is respectfully requested. (Proposed by the Board of Directors)

  • Explanation: The 2022 annual financial statements have been audited by Pricewaterhouse Coopers' and the business report was approved by the Board of Directors. For the business report, independent auditors’ report and financial statement, please refer to Attachment 1, Attachment 4 and Attachment 5.

Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:

Shares represented at the time of voting: 453,043,493

follows:
Sharesrepresented at the time ofvoting:453,043,493
Voting Results % of the total
represented share present
Votes in favor:
418,828,707 votes
(including electronic voting 331,893,192votes )
92.44%
Votes against:
566,157 votes
(including electronic voting 566,157 votes )
0.12%
Votes invalid:
0 vote
0.00%
Votes abstained:
33,648,629 votes
(including electronic voting 33,647,429 votes )
7.42%

Proposal 2

Subject: Distribution of 2022 retained earnings. Approval is respectfully requested. (Proposed by the Board of Directors)

Explanation: The distribution of 2022 retained earnings was approved by the Board of Directors. Please refer to Attachment 3.

Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:

Shares represented at the time of voting: 453,043,493

follows:
Sharesrepresented at the time ofvoting:453,043,493
Voting Results % of the total
represented share present
Votes in favor:
423,011,332 votes
(including electronic voting 336,075,817 votes )
93.37%
Votes against:
4,038 votes
(including electronic voting4,038 votes )
0.00%
Votes invalid:
0 vote
0.00%
Votes abstained:
30,028,123 votes
(including electronic voting 30,026,923 votes )
6.62%

IV. Extraordinary Motions: None.

V. Adjourment

Note: No questions from shareholders for all iteams at this shareholders’ meeting

Attachment 1

Business Report

1. 2022 Operating Results

After the semiconductor industry experienced a supply shortage in 2021, the end market demand weakened. In 2022 the supply chain faced inventory problems due to geopolitics, epidemics, inflation, and other major environmental factors. According to Gartner's estimate, global semiconductor industry revenue in 2022 was US$601.7 billion, an increase of a mere 1.1% compared to 2021. Analog (19% year-over-year increase) and discrete (15% year-over-year increase) components were the main growth areas, neither of which were Realtek product areas.

Despite the many challenges, Realtek, working closely with upstream suppliers and downstream customers, took it upon ourselves, with the concerted effort of all employees, to deliver an annual revenue growth. Realtek Group’s annual consolidated revenue in 2022 was NT$111.79 billion, an increase of 6.0% from the previous year; gross operating profit was NT$54.64 billion, up 2.7% from the previous year; net profit after tax was NT$16.20 billion , a drop of 3.8% from the previous year, with earnings per share of NT$31.62.

In addition to the solid operating results, Realtek has been consistently recognized in the industry for its technological innovation and execution. According to Taiwan Intellectual Property Office's 2022 Statistical Rankings for Patent Applications and Grants, Realtek ranked 7th with 332 invention applications. Our patent portfolio has also been recognized in international assessments, and Realtek was selected as one of the ‘Top 100 Global Innovators’ by Clarivate for the first time in 2022. Through continuous technological innovation, Realtek products frequently stand out in major competitions in the industry. At 2022 COMPUTEX Taipei, Realtek AI Super Resolution Fidelity Recovery IC (RTD2892NND) won the 'Golden Award' and 'Best Choice of the Year Award'; our Bluetooth Dual Mode AUDIO Watch Solution (RTL8763E) won the 'IC and Component Best Choice' Category Award. The 2.5 Gigabit Ethernet controller won the 31st Taiwan Excellence Award. Realtek's first Edge AI USB Camera Controller (RTS5863) was awarded a 2022 Innovation Product Award from Hsinchu Science Park Administration. These awards reflect Realtek's efforts and achievements in continuously breaking through technical bottlenecks and optimizing product design.

Sustainable development of the enterprise is the core belief behind Realtek's continuous improvement, with the goal of becoming a sustainable enterprise that meets the expectations of all stakeholders. We continue to pay attention to international initiatives related to corporate sustainability, define material issues, formulate short-, mid-, and long-term goals, and push through various sustainable projects by optimizing management mechanisms and effective performance evaluation. Material issues in 2022 include corporate governance and compliance, environmental sustainability and climate change response, information security, economic performance, innovative R&D and product due diligence, customer relationship management, talent attraction and development, and supplier sustainability management. In order to mitigate the climate change crisis caused by the greenhouse effect, and actively respond to the international Net Zero Initiative, Realtek has committed to achieving the major goal of net zero carbon emissions by 2050. It plans to meet the goal by reducing total carbon emissions through various energy-saving and carbon-reduction measures such as continuous development of lowcarbon products, improvement of equipment energy efficiency, construction and certification of office buildings in accordance with green building standards, increased use of renewable energy, and implementation of MBO (Management by Objective) for supply chain carbon reduction.

2. 2023 Business Plan

Although the semiconductor industry is facing short-term headwinds and uncertainties, Realtek continues to optimize its product portfolio to meet the needs of various end markets,

provide customers with more competitive products, and achieve the long-term goal of uninterrupted growth and continuous profitability. Looking forward into 2023, each main Business Group of Communications Network, Connected Media, Computer Peripheral, Smart Interconnect and Multimedia will respectively launch a series of new products to drive technical specification upgrades in the mainstream markets, and expand niche market applications.

For wireless communication, Wi-Fi 6 controllers have replaced Wi-Fi 5 in the personal computer and router markets, and have become the mainstream specification. In 2023, the Wi-Fi 6 specification is expected to penetrate into new end markets, such as AR/VR, printers, and consumer electronics, thereby further boosting the revenue contribution of Wi-Fi 6 and Wi-Fi 6E. Meanwhile, Wi-Fi 7 is becoming a highly contested new-generation specification for Wi-Fi applications. Realtek plans to launch the first generation Wi-Fi 7 products in 2023, with PCs as the first target market for 2024 mass production by key OEM customers.

With respect to IoT applications, Realtek continues to actively cooperate with IoT-related organizations and standard-setting companies to release the first generation of products in step with major customers. Additional new products will be released in 2023 to facilitate a complete smart home environment. Regarding Bluetooth chips, Realtek's new-generation Bluetooth 5.2 BLE Audio solutions have successfully entered the low-latency gaming headset/smartwatch with Bluetooth calling function markets, thereby gradually expanding its applications in the Bluetooth audio market. The BTNIC and BLE SoC Bluetooth series products also continue to develop the remote controls and wearable market while actively expanding new application markets, aiming at Electronic Shelf Labels (ESL), industrial applications, medical, and automotive markets to provide cross-field and diverse solutions for various customers.

In Ethernet, Realtek's 2.5GbE products have become the standard specification for flagship motherboards. They have also expanded to mid-to-high-end PC models, and have penetrated into the accessory market for switches and network interface extensions. To meet the highly digitalized market demand in the post-pandemic era, in 2023 Realtek will launch a higher-speed 5GbE Ethernet solution to provide more flexible choices for customers in different market segments.

For Ethernet switches, Realtek's Layer 3 managed switch products benefited from the substantial increase in demand for network communication equipment, and have been adopted by key customers. At the same time, PSE (Power Sourcing Equipment) products have also successfully entered the supply chain of major customers. With the gradual increase in Wi-Fi 6 penetration and the infrastructure upgrade of telecom operators in various countries in the past few years, Realtek's 5-port Gb Ethernet switch and PON product lines have achieved success. It is expected that 2.5 Gb Ethernet switches will gradually replace existing Gb Ethernet switches in 2023. The future goal is to strengthen the depth and breadth of the product portfolio to provide complete and competitive solutions in all areas of the market.

Automotive Ethernet has become the backbone of the automotive in-vehicle network, and Realtek has become one of the primary suppliers of automotive Ethernet. In order to support the needs of future intelligent networked vehicles, Realtek is investing resources to develop a new generation of physical layer chips that support the new 2.5GBASE-T1 standard, and to incorporating data security protection and support for high bandwidth interfaces into our product planning. It is expected that business revenue and market share will grow steadily.

As for Computer Peripheral and Smart Interconnect products, after the supply problems of relevant components gradually subsided in the first half of 2022, high inventory became a major challenge in the second half of the year due to a sharp fall in end market demand under an adverse overall environment. In the face of a market downturn, Realtek continued to improve and develop new generations of products in anticipation of a market rebound. Building on the AI Audio noise cancellation algorithm that has been well received by the market over the past two years, Realtek's new generation of products comprehensively improve the user experience of PCs,

conference devices, and live broadcast devices while extending the application field from meetings to content creators. At the same time, in response to possible future PC audio interface specification changes, Realtek continues to actively participate in specification definition, and plans a complete product portfolio so that customers can switch specifications smoothly.

In terms of image signal processing ICs, Realtek, driven by the trend to high resolution, high image quality, and intelligence, has launched the world's first and only USB camera solution that integrates edge computing, and has strategically cooperated with major PC makers to deliver an HPD (Human Presence Detection) solution that supports 5MP with an expected launch date in the first half of 2023. As PC applications are concerned more and more about low power consumption and security, Realtek developed a highly integrated, low power embedded system controller chip with a high-end MCU and more memory than competitors, using an advanced manufacturing process with a built-in full hardware encryption engine. It meets the need for power saving and security at the same time. With the increasing popularity of the USB Type-C specification, this solution can provide customers with more comprehensive and better power control and data transmission solutions.

In terms of multimedia products, to meet the high-quality requirements of high-end 4K/8K TVs, Realtek has developed an AI super-resolution fidelity recovery single chip, which uses a neural network to identify image scenes and objects, dynamically and instantly removes innate noise in the picture, suppresses distortion, and enhances original low-resolution images to 4K/8K high-resolution images. This innovative technology won the 2022 COMPUTEX Taipei 'Golden Award' and ‘Best Choice of the Year Award'. Following the trend to network streaming media, and responding to changes in consumers' viewing habits that demand higher content quality, Realtek has developed a new generation of set-top box solutions that integrate High Dynamic Range, 3D audio, and a new generation of coding technology. These solutions, complete with a cost-competitive, low-power software-hardware reference design, can assist customers in developing high-performance set-top boxes.

In the LCD monitor field, Realtek continues to lead the industry in delivering various highspeed interface specifications, enabling high resolution, high dynamic range, high frame rate, wide color gamut, and true color reproduction, thereby providing customers with the widest product choice.

  1. Strategy for Future Development and Impact by Competitive, Regulatory, and Macro Conditions

Semiconductor markets in the short term are facing challenges such as end market demand and inventory adjustment, impacted by geopolitics, pandemics, and inflation. Nevertheless, with the continuing advancement in Internet, artificial intelligence, and automotive applications, there are ample opportunities and room for growth in the medium and long term. Realtek actively practices sustainable corporate development, strengthens corporate governance, enhances product core technology competitiveness, builds a sustainable supply chain, and deepens mutual trust and partnership with customers to grow with them hand in hand, thereby continuously heightening shareholder value.

We want to thank all shareholders for your ceaseless care and support. We also wish you health and success in the future.

Chairman: Chiu, Sun-Chien President: Yen, Kuang-Yu Controller: Chang, Jr-Neng

Attachment 2

Audit Committee’s review report

The Company's 2022 business report, financial statements and distribution of retained earnings have been prepared by the Board of Directors. The financial statements also have been audited by Pricewaterhouse Coopers' with the opinion that they present fairly the Company’s financial position, operating performance, and cash flows. The Audit Committee has reviewed the business report, financial statements, and distribution of retained earnings, and found no irregularities. We hereby according to Securities and Exchange Act and Company Act submit this report.

To 2023 Annual Shareholders’ Meeting.

Realtek Semiconductor Corp.

Chairman of the Audit Committee: Chen, Fu-Yen

February 24, 2023

Attachment 3

Realtek Semiconductor Corporation Distribution of retained earnings

2022

2022
Unit: NT dollars
Item Amount
2022Net Income after taxes 16,204,052,051
Minus: Appropriated for Legal reserve (1,620,405,205)
Plus: Reversal for Special Reserve 1,776,089,421
2022 Earnings Available for Distribution 16,359,736,267
Plus: Previous Year’s Unappropriated Earnings 12,650,774,148
Cumulative Earnings Available for Distribution for
2022
29,010,510,415
Items for Distribution:
Dividends toShareholders(distributed in cash) (13,334,454,666)
Unappropriated Retained Earnings 15,676,055,749

According to No. 871941343 official letter issued by Ministry of Finance on April 30, 1998, distribution of retained earnings shall be used in specific identification method. The first priority of distribution of retained earnings is 2022 profit, then the following sequence adopted in last-in first-out method are the previous year’s part before 2022 if insufficiency based on the principles of the Company’s profit distribution.

Chairman: Chiu, Sun-Chien President: Yen, Kuang-Yu Controller: Chang, Jr-Neng

Attachment 4: Independent Auditors’ Report and 2022 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR22000267

To the Board of Directors and Shareholders of Realtek Semiconductor Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Realtek Semiconductor Corporation and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of 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 Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, 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 judgement, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:

Evaluation of inventories

Description

Refer to Note 4(13) of the consolidated financial statements for inventory evaluation policies, Note 5(2)

for uncertainty of accounting estimates and assumptions of inventory evaluation and Note 6(6) for the details of inventories.

The Group is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the evaluation of inventories as one of the key audit matters.

How our audit addressed the matter

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

  1. Obtained an understanding of accounting policies on the provision of allowance for inventory valuation losses and assessed the reasonableness.

  2. Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.

  3. Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.

Other matter – Reference to the audits of other auditors

We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on the consolidated subsidiaries and investments accounted for under equity method were based solely on the reports of other auditors. Total assets (including investments accounted for under equity method amounting to NT$170,671 thousand and NT$191,377 thousand) of those companies amounted to NT$845,913 thousand and NT$1,220,840 thousand, constituting 0.74% and 1.21% of the consolidated total assets as at December 31, 2022 and 2021, respectively, and total operating revenues both NT$0 thousand, both constituting 0% of the consolidated total operating revenues for the years then ended. Furthermore, according to the reports of other auditors, comprehensive losses of those investments accounted for under equity method amounted to NT$20,723 thousand and NT$12,113 thousand, constituting (0.10%) and (0.07%) of comprehensive incomes for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Realtek Semiconductor Corporation as at and for the years ended December 31, 2022 and 2021.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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, including 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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 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 report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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.

Li, Tien-Yi Cheng, Ya-Huei For and on behalf PricewaterhouseCoopers, Taiwan February 24, 2023

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(5)
6(5) and 7
6(6)
6(2)
6(3)
6(4) and 8
6(7)
6(8)
6(9)
6(10)
6(11)
6(28)
December31,2022
AMOUNT
%
$
13,754,035
12
1,563,287
1
41,595,837
37
9,418,440
8
2,594,245
2
488,769
-
25,552,543
23
524,525
1
95,491,681
84
358,145
-
3,099,759
3
618,481
1
170,671
-
7,556,636
7
1,537,328
1
38,416
-
2,413,195
2
132,978
-
2,283,237
2
18,208,846
16
$
113,700,527 100
December31,2021 December31,2021
AMOUNT
$
13,754,035
1,563,287
41,595,837
9,418,440
2,594,245
488,769
25,552,543
524,525
95,491,681
358,145
3,099,759
618,481
170,671
7,556,636
1,537,328
38,416
2,413,195
132,978
2,283,237
18,208,846
$
113,700,527
AMOUNT
$
7,197,351
1,952,647
43,740,876
12,796,821
3,192,184
156,928
16,548,712
659,883
86,245,402
-
3,644,878
80,101
191,377
6,302,938
1,587,910
41,641
2,231,694
171,321
734,651
14,986,511
$
101,231,913
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortised cost -
current
1170
Accounts receivable, net
1180
Accounts receivable, net - related
parties
1200
Other receivables
130X
Inventories, net
1410
Prepayments
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other comprehensive income - non-
current
1535
Financial assets at amortised cost -
non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
7
2
43
13
3
-
16
1
85
-
4
-
-
6
2
-
2
-
1
15
100

(Continued)

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(12)
6(21)
7
6(13)
7
6(21)
6(14)
6(16)
6(28)
6(15)
6(17)
6(18)
6(19)
6(20)
9
December 31, 2022
December 31, 2021
AMOUNT
%
AMOUNT
%
$
13,737,994
12
$
13,342,100
13
117,752
-
211,100
-
-
-
3,276
-
10,340,079
9
11,105,568
11
156,296
-
334,413
-
27,684,495
25
24,645,141
24
90,401
-
101,253
-
1,379,985
1
1,458,340
2
78,446
-
80,315
-
8,959,279
8
7,539,417
8
62,544,727
55
58,820,923
58
1,713,316
2
1,002,799
1
1,287,710
1
989,475
1
62,725
-
103,512
-
1,223,185
1
1,252,390
2
105,914
-
110,490
-
4,392,850
4
3,458,666
4
66,937,577
59
62,279,589
62
5,128,636
5
5,106,849
5
1,045,147
1
1,101,079
1
7,262,359
6
5,577,083
5
1,776,089
2
1,556,049
2
28,854,826
25
27,377,681
27
2,686,175
2 (
1,776,090) (
2)
46,753,232
41
38,942,651
38
9,718
-
9,673
-
46,762,950
41
38,952,324
38
$
113,700,527 100
$
101,231,913
100
AMOUNT
$
13,737,994
117,752
-
10,340,079
156,296
27,684,495
90,401
1,379,985
78,446
8,959,279
62,544,727
1,713,316
1,287,710
62,725
1,223,185
105,914
4,392,850
66,937,577
5,128,636
1,045,147
7,262,359
1,776,089
28,854,826
2,686,175
46,753,232
9,718
46,762,950
$
113,700,527
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2550
Provisions - non-current
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common shares
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equity
3400
Other equity interest
31XX
Equity attributable to holders of
the parent company
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
3X2X
Total liabilities and equity

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items YearendedDecember31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(21) and 7
$
111,789,791
100
$
105,504,286
100
6(6) and 7
(
57,154,955 ) (
51) (
52,315,883) (
49 )
54,634,836
49
53,188,403
51
6(26)(27) and 7
(
4,724,569 ) (
4) (
4,477,084) (
4 )
(
4,138,151 ) (
4) (
3,433,308) (
3 )
(
30,081,533 ) (
27) (
27,949,765) (
27 )
12(2)
33,415
- (
3,350)
-
(
38,910,838 ) (
35) (
35,863,507) (
34 )
15,723,998
14
17,324,896
17
6(22)
950,676
1
326,399
-
6(23)
388,919
-
213,427
-
6(24)
96,732
- (
171,247)
-
6(25)
(
217,743 )
- (
106,640)
-
6(7)
(
20,723 )
- (
12,113)
-
1,197,861
1
249,826
-
16,921,859
15
17,574,722
17
6(28)
(
717,715 ) (
1) (
721,911) (
1 )
$
16,204,144
14
$
16,852,811
16
6(20)
6(3)
( $
988,964 ) (
1) $
995,872
1
5,451,229
5 (
1,215,913) (
1 )
$
4,462,265
4 ( $
220,041)
-
$
20,666,409
18
$
16,632,770
16
$
16,204,052
14
$
16,852,759
16
92
-
52
-
$
16,204,144
14
$
16,852,811
16
$
20,666,317
18
$
16,632,718
16
92
-
52
-
$
20,666,409
18
$
16,632,770
16
6(29)
$
31.62
$
33.00
6(29)
$
30.48
$
32.38
4000
Operating revenue
5000
Operating costs
5950
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gains (losses)
6000
Total operating expenses
6900
Operating income
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and joint
ventures accounted for under equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax, net
7950
Income tax expense
8200
Net income for the year
Other comprehensive income
(losses), net
Components of other comprehensive
income (losses) that will not be
reclassified to profit or loss
8316
Unrealised (losses) income from
investments in equity instruments
measured at fair value through other
comprehensive income
Components of other comprehensive
income (losses) that will be
reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8300
Other comprehensive income(losses),
net
8500
Total comprehensive income for the
year
Net income attributable to:
8610
Equity holders of the parent
company
8620
Non-controlling interest
Net income for the year
Comprehensive income attributable to:
8710
Equity holders of the parent
company
8720
Non-controlling interest
Total comprehensive income for
the year
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

2021
Balance at January 1, 2021
Net income for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Distribution of 2020 earnings
Special reserve
Cash dividends
Cash from capital surplus
Changes in equity of associates accounted for under equity
method
Cash dividends returned
Changes in non-controlling interest
Balance at December 31, 2021
2022
Balance at January 1, 2022
Net income for the period
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Distribution of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Employees’ compensation transferred to common shares
Cash from capital surplus
Cash dividends returned
Changes in non-controlling interest
Balance at December 31, 2022
Notes Equity attributable to owners of the parent company Equity attributable to owners of the parent company Equity attributable to owners of the parent company Equity attributable to owners of the parent company Equity attributable to owners of the parent company Equity attributable to owners of the parent company Equity attributable to owners of the parent company Non-controlling
interest
Total equity
Common shares Capital surplus Retained earnings Other equity interest
Total
Legal reserve Special reserve Undistributed
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealised
income (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
6(20)
6(19)
6(19)
6(19)
6(18)
6(18)
6(20)
6(19)
6(19)
6(19)
6(17)(18)
6(19)
6(18)
$ 5,106,849
-
-
-
-
-
-
-
-
-
$ 5,106,849
$ 5,106,849
-
-
-
-
-
-
21,787
-
-
-
$ 5,128,636
$ 2,122,008
-
-
-
-
-
(
1,021,370 )
226
215
-
$ 1,101,079
$ 1,101,079
-
-
-
-
-
-
969,551
(
1,025,727 )
244
-
$ 1,045,147
$ 5,577,083
-
-
-
-
-
-
-
-
-
$ 5,577,083
$ 5,577,083
-
-
-
1,685,276
-
-
-
-
-
-
$ 7,262,359
$ 217,036
-
-
-
1,339,013
-
-
-
-
-
$ 1,556,049
$ 1,556,049
-
-
-
-
220,040
-
-
-
-
-
$ 1,776,089
$ 17,992,154
16,852,759
-
16,852,759
(
1,339,013 )
(
6,128,219 )
-
-
-
-
$ 27,377,681
$ 27,377,681
16,204,052
-
16,204,052
(
1,685,276 )
(
220,040 )
(
12,821,591 )
-
-
-
-
$ 28,854,826
($ 2,940,958 )
-
(
1,215,913 )
(
1,215,913 )

-

-
-
-
-
-
($ 4,156,871 )
($ 4,156,871 )
-
5,451,229
5,451,229

-

-

-
-
-
-
-
$ 1,294,358
$ 1,384,909
-
995,872
995,872
-
-
-
-
-
-
$ 2,380,781
$ 2,380,781
-
(
988,964 )
(
988,964 )
-
-
-
-
-
-
-
$ 1,391,817
$ 29,459,081
16,852,759
(
220,041 )
16,632,718
-
(
6,128,219 )
(
1,021,370 )
226
215
-
$ 38,942,651
$ 38,942,651
16,204,052
4,462,265
20,666,317
-
-
(
12,821,591 )
991,338
(
1,025,727 )
244
-
$ 46,753,232
$ 9,665
52

-
52
-

-

-
-
-
(
44 )
$ 9,673
$ 9,673
92
-
92
-
-

-
-

-
-
(
47 )
$ 9,718
$ 29,468,746
16,852,811
(
220,041 )
16,632,770
-
(
6,128,219 )
(
1,021,370 )
226
215
(
44 )
$ 38,952,324
$ 38,952,324
16,204,144
4,462,265
20,666,409
-
-
(
12,821,591 )
991,338
(
1,025,727 )
244
(
47 )
$ 46,762,950

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Expected credit (gains) losses

Interest expense

Interest income

Dividend income

Losses(gains) on financial assets at fair value
through profit or loss

Share of loss of associates and joint ventures
accounted for under equity method

(Gains)losses on disposal of property, plant and
equipment

Loss on disposal of investments

Gains arising from lease modifications

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or
loss - current
Accounts receivable, net
Accounts receivable, net - related parties
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Provisions - non-current
Accrued pension obligations
Year ended December 31
Notes
2022
2021
$ 16,921,859 $ 17,574,722
6(26)
1,176,920
998,212
6(11)(26)
1,627,409
1,302,659
12(2)
(
33,415 )
3,350
6(25)
217,743
106,640
6(22)
(
950,676 ) (
326,399 )
6(23)
(
60,741 ) (
43,713 )
6(2)(24)
180,983 (
114,364 )
6(7)
20,723
12,113
6(24)
(
1,132 )
196
6(24)
-
145
6(24)
(
24 ) (
236 )
220,475 (
757,626 )
3,404,506 (
1,959,432 )
605,229 (
379,855 )
(
139,755 ) (
5,057 )
(
9,003,831 ) (
7,925,735 )
135,358 (
132,809 )
(
93,348 ) (
125,154 )
(
3,276 ) (
25,377 )
(
765,489 )
485,514
(
178,117 ) (
5,819 )
4,350,517
9,458,090
(
10,851 )
6,445
1,419,864
137,929
185,080
-
(
4,277 ) (
4,610 )

(Continued)

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value
through profit or loss - non-current
Acquisition of financial assets at fair value
through other comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at
amortised cost
Acquisition of investments accounted for under
equity method
Proceeds from disposal of investments accounted
for under equity method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets

Increase in refundable deposits
Increase in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Decrease in short-term borrowings

Increase in long-term borrowings

Repayment of principal portion of lease liabilities

(Decrease)increase in guarantee deposits
Cash from capital surplus and cash dividends
Cash dividends returned
Net cash flows used in financing activities
Effect of exchange rate
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2022
2021
$ 19,221,734 $ 18,279,829
758,590
475,959
60,741
43,713
(
214,712 ) (
103,261 )
(
768,184) (
344,311)
19,058,169
18,351,929
(
370,244 )
-
(
228,910 ) (
85,922 )
(
92,296,234 ) (
62,836,686 )
98,487,508
53,308,799
- (
45,000 )
-
110
6(30)
(
2,680,469 ) (
2,510,168 )
1,353
200
6(30)
(
1,959,501 ) (
1,178,805 )
(
1,457,055 ) (
684,728 )
(
91,531) (
604)
(
595,083) (
14,032,804)
6(31)
167,983,101
155,016,591
6(31)
(
167,587,207 ) (
153,131,181 )
6(31)
711,110
1,017,360
6(31)
(
97,150 ) (
90,779 )
(
892 )
197
(
13,847,318 ) (
7,149,589 )
244
215
(
12,838,112) (
4,337,186)
931,710(
80,948)
6,556,684 (
99,009 )
7,197,351
7,296,360
$ 13,754,035 $ 7,197,351

Attachment 5: Independent Auditors’ Report and 2022 Parent Company Only Financial Statements

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR22003333

To the Board of Directors and Shareholders of Realtek Semiconductor Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Realtek Semiconductor Corporation (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section ), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial satatements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, 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 judgement, were of most significance in our audit of the Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:

Valuation of inventories

Description

Refer to Note 4(11) of the parent company only financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(3) for the details of inventories.

The Company is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the valuation of inventories as one of the key audit matters.

How our audit addressed the matter

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

  1. Obtained an understanding of accounting policies on the provision for inventory valuation losses and assessed the reasonableness.

  2. Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.

  3. Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.

Other matter – Reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for under equity method. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the reports of the other auditors. Investments accounted for under equity method amounted to NT$424,493 thousand and NT$763,850 thousand, constituting 0.42% and 0.83% of total assets as at December 31, 2022 and 2021, respectively. Comprehensive (losses) income amounted to (NT$266,649) thousand and NT$236,416 thousand, constituting (1.29)% and 1.42% of total comprehensive income for the years ended December 31, 2022 and 2021, respectively.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the 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 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 Standards of Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

  1. 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.

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

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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 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 report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

Li, Tien-Yi[Cheng, Ya-Huei ]

For and on behalf of PricewaterhouseCoopers, Taiwan February 24, 2023

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(2) and 7
7
6(3)
8
6(4)
6(5)
6(6)
6(7)
December31,2022
AMOUNT
%
$ 2,538,812
3
57,533
-
5,364,402
5
1,096,212
1
2,861
-
6,910,735
7
12,024,974
12
366,842
-
28,362,371
28
53,000
-
61,455
-
81,197
-
59,161,713
59
7,133,169
7
1,331,689
1
2,353,616
3
132,969
-
2,262,850
2
72,571,658
72
$ 100,934,029 100
December31,2021 December31,2021
AMOUNT
$ 2,538,812
57,533
5,364,402
1,096,212
2,861
6,910,735
12,024,974
366,842
28,362,371
53,000
61,455
81,197
59,161,713
7,133,169
1,331,689
2,353,616
132,969
2,262,850
72,571,658
$ 100,934,029
AMOUNT
$ 2,874,335
129,129
7,908,657
1,809,669
8,161
7,534,133
11,800,895
486,118
32,551,097
-
-
75,858
48,827,097
5,891,478
1,357,716
2,143,811
171,321
719,802
59,187,083
$ 91,738,180
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1170
Accounts receivable, net
1180
Accounts receivable, net - related
parties
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories, net
1410
Prepayments
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other comprehensive income - non-
current
1535
Financial assets at fair value - non-
current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
3
-
9
2
-
8
13
-
35
-
-
-
53
7
2
2
-
1
65
100

(Continued)

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity Notes
6(8)
6(16)
7
6(9)
7
6(16)
6(10)
6(11)
6(12)
6(13)
6(14)
6(15)
9
December 31, 2022
December 31, 2021
AMOUNT
%
AMOUNT
%
$
13,737,994
14
$
13,342,100
15
52,282
-
84,259
-
-
-
3,276
-
4,411,608
5
7,349,443
8
90,102
-
236,973
-
25,604,066
25
22,905,637
25
232,531
-
63,954
-
1,374,807
1
1,443,630
2
27,166
-
26,419
-
5,701,663
6
5,044,464
5
51,232,219
51
50,500,155
55
1,713,316
2
1,002,799
1
62,725
-
103,512
-
1,067,060
1
1,078,976
2
105,477
-
110,087
-
2,948,578
3
2,295,374
3
54,180,797
54
52,795,529
58
5,128,636
5
5,106,849
5
1,045,147
1
1,101,079
1
7,262,359
7
5,577,083
6
1,776,089
2
1,556,049
2
28,854,826
29
27,377,681
30
2,686,175
2 (
1,776,090) (
2)
46,753,232
46
38,942,651
42
$
100,934,029 100
$
91,738,180
100
AMOUNT
$
13,737,994
52,282
-
4,411,608
90,102
25,604,066
232,531
1,374,807
27,166
5,701,663
51,232,219
1,713,316
62,725
1,067,060
105,477
2,948,578
54,180,797
5,128,636
1,045,147
7,262,359
1,776,089
28,854,826
2,686,175
46,753,232
$
100,934,029
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common shares
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equity
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
3X2X
Total liabilities and equity

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Year ended December 31

Items 2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$
67,491,952
100
$
68,352,652
100
6(3) and 7
(
35,701,718 ) (
53) (
35,369,895) (
52 )
31,790,234
47
32,982,757
48
(
168 )
-
-
-
1,427
-
-
-
31,791,493
47
32,982,757
48
7
(
2,979,097 ) (
4) (
2,968,243) (
4 )
(
2,880,970 ) (
4) (
2,808,054) (
4 )
(
24,745,357 ) (
37) (
23,003,371) (
34 )
12(2)
33,415
- (
3,350)
-
(
30,572,009 ) (
45) (
28,783,018) (
42 )
1,219,484
2
4,199,739
6
7
227,202
-
27,803
-
7
227,189
-
66,543
-
203,097
- (
205,702) (
1 )
(
201,454 )
- (
94,875)
-
6(4)
15,206,534
23
13,564,251
20
15,662,568
23
13,358,020
19
16,882,052
25
17,557,759
25
(
678,000 ) (
1) (
705,000) (
1 )
$
16,204,052
24
$
16,852,759
24
6(15)
$
26,419
-
$
-
-
(
1,015,383 ) (
1)
995,872
2
(
988,964 ) (
1)
995,872
2
5,451,229
8 (
1,215,913) (
2 )
$
4,462,265
7 ( $
220,041)
-
$
20,666,317
31
$
16,632,718
24
$
31.62
$
33.00
$
30.48
$
32.38
4000
Operating revenue
5000
Operating costs
5900
Gross profit
5910
Unrealized profit from sales
5920
Realized profit from sales
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gains (losses)
6000
Total operating expenses
6900
Operating income
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and
joint ventures accounted for under
equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax, net
7950
Income tax expense
8200
Net income for the year
Other comprehensive income, net
Components of other comprehensive
income (losses) that will not be
reclassified to profit or loss
8316
Unrealised income from investments
in equity instruments measured at
fair value through other
comprehensive income
8330
Share of other comprehensive
(losses) income of associates and
joint ventures accounted for under
equity method
8310
Total other comprehensive (losses)
income that will not be reclassified
to profit or loss
Components of other comprehensive
(losses) income that will be
reclassified to profit or loss
8380
Share of other comprehensive
income (losses) of associates and
joint ventures accounted for under
equity method
8300
Other comprehensive income
(losses) ,net
8500
Total comprehensive income for the
year
Earnings Per Share (in dollars)
9750
Basic earnings per share
Diluted earnings per share (in dollars)
9850
Diluted earnings per share

Realtek Semiconductor Corporation PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

RetainedEarnings RetainedEarnings Other equity equity interest interest
Unrealised income
from financial assets
Financial statements measured at fair
translation value through other
Undistributed differences of comprehensive
Notes Commonshares Capitalsurplus Legal reserve Special reserve earnings foreignoperations income Totalequity
2021
Balance at January 1, 2021 $ 5,106,849 $ 2,122,008 $ 5,577,083 $ 217,036 $ 17,992,154 ($ 2,940,958 ) $ 1,384,909 $ 29,459,081
Net income for the year - - - - 16,852,759 - - 16,852,759
Other comprehensive income (loss) 6(15) - - - - - ( 1,215,913 ) 995,872 ( 220,041 )
Total comprehensive income (loss) - - - - 16,852,759 ( 1,215,913 ) 995,872 16,632,718
Distribution of 2020 earnings
Special reserve 6(14) - - - 1,339,013 ( 1,339,013 ) - - -
Cash dividends 6(14) - - - - ( 6,128,219 ) - - ( 6,128,219 )
Cash from capital surplus 6(13) - ( 1,021,370 ) - - - - - ( 1,021,370 )
Changes in equity of associates accounted for 6(13)
under equity method - 226 - - - - - 226
Cash dividends returned 6(13) - 215 - - - - - 215
Balance at December 31, 2021 $ 5,106,849 $ 1,101,079 $ 5,577,083 $ 1,556,049 $ 27,377,681 ($ 4,156,871 ) $ 2,380,781 $ 38,942,651
2022
Balance at January 1, 2022 $ 5,106,849 $ 1,101,079 $ 5,577,083 $ 1,556,049 $ 27,377,681 ($ 4,156,871 ) $ 2,380,781 $ 38,942,651
Net income for the year - - - - 16,204,052 - - 16,204,052
Other comprehensive income (loss) 6(15) - - - - - 5,451,229 ( 988,964 ) 4,462,265
Total comprehensive income (loss) - - - - 16,204,052 5,451,229 ( 988,964 ) 20,666,317
Distribution of 2021 earnings
Legal reserve 6(14) - - 1,685,276 - ( 1,685,276 ) - - -
Special reserve 6(14) - - - 220,040 ( 220,040 ) - - -
Cash dividends 6(14) - - - - ( 12,821,591 ) - - ( 12,821,591 )
Employees’ compensation transferred to 6(12)(13)
common shares 21,787 969,551 - - - - - 991,338
Cash from capital surplus 6(13) - ( 1,025,727 ) - - - - - ( 1,025,727 )
Cash dividends returned 6(13) - 244 - - - - - 244
Balance at December 31, 2022 $ 5,128,636 $ 1,045,147 $ 7,262,359 $ 1,776,089 $ 28,854,826 $ 1,294,358 $ 1,391,817 $ 46,753,232

REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit (gains)losses

Interest expense
Interest income
Dividend income
Losses(gains) on financial assets at fair value
through profit or loss
Share of gain of associates and joint ventures
accounted for under equity method

Gain on disposal of property, plant and
equipment
Losses on disposal of investments
Impairment loss
Gains arising from lease modifications
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or
loss - current
Accounts receivable, net
Accounts receivable, net - related parties
Other receivables
Other receivables, - related parties
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Accrued pension obligations
Notes
2022
2021
$
16,882,052 $
17,557,759
976,697
833,678
1,589,992
1,272,531
12(2)
(
33,415 )
3,350
201,454
94,875
(
227,202 ) (
27,803 )
(
1,278 ) (
1,434 )
71,596 (
47,244 )
6(4)
(
15,206,534 ) (
13,564,251 )
(
1,002 ) (
200 )
-
145
3,031
-
(
24 ) (
236 )
-
42,475
2,570,380 (
324,856 )
720,747
1,160
5,391 (
4,354 )
(
13,074 ) (
16,956 )
(
224,079 ) (
5,771,338 )
119,276 (
109,607 )
(
31,977 ) (
78,821 )
(
3,276 )
-
(
2,937,835 ) (
259,649 )
(
146,871 ) (
16,718 )
4,010,659
8,980,596
168,577
3,170
657,199 (
195,584 )
(
4,484 ) (
4,606 )

(Continued)

REALTEK SEMICONDUCTOR CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)


Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
profit or loss
Acquisition of financial assets at fair value through
other comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at
amortised cost
Increase in other receivables, - related parties
Decrease in other receivables, - related parties
Acquisition of investments accounted for under
equity method
Proceeds from disposal of investments accounted
for under equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets
Increase in refundable deposits
Increase in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in long-term borrowings
Repayment of principal portion of lease liabilities
(Decrease) increase in guarantee deposits
Cash from capital surplus and cash dividends
Cash dividends returned
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2022
2021
$
9,146,000 $
8,366,082
227,111
27,824
6,235,211
5,670,493
(
198,423 ) (
91,496 )
(
748,966 ) (
325,663 )
14,660,933
13,647,240
(
53,000 )
-
(
35,037 )
-
(
10,125 ) (
627 )
4,786
62
(
11,788,573 ) (
10,323,895 )
15,495,845
3,500,242
- (
20,000 )
-
110
(
2,349,017 ) (
2,425,189 )
4,064
200
(
1,953,420 ) (
1,167,374 )
(
1,452,037 ) (
684,997 )
(
91,011 )
-
(
2,227,525 ) (
11,121,468 )
161,350,173
155,016,591
(
160,954,279 ) (
153,131,181 )
711,110
1,017,360
(
28,142 ) (
35,293 )
(
719 )
12
(
13,847,318 ) (
7,149,589 )
244
215
(
12,768,931 ) (
4,281,885 )
(
335,523 ) (
1,756,113 )
2,874,335
4,630,448
$
2,538,812 $
2,874,335