RT - AGM Information 2024 | FinancialReports.eu

Stock Code: 2379

Realtek Semiconductor Corp.

2024 Annual Shareholders’ Meeting

Meeting Handbook

(Translation)

Date: May 30, 2024

2024 Annual Shareholders’ Meeting Procedure .............................................................................. 1 2024 Annual Shareholders’ Meeting Agenda .................................................................................. 2 Report Items ............................................................................................................................... 3 Ratification Items ..................................................................................................................... 10 Election Item ............................................................................................................................ 12 Discussion Item ........................................................................................................................ 13 Extraordinary Motions ............................................................................................................. 13 Attachment ..................................................................................................................................... 15 Attachment 1: Independent Auditors’ Report and 2023 Consolidated Financial Statements .. 15 Attachment 2: Independent Auditors’ Report and 2023 Parent Company Only Financial Statements ...................................................................................................................... 25 Attachment 3: List of Director (including Independent Director) Candidates ......................... 35 Appendix ........................................................................................................................................ 37 Appendix 1: Articles of Incorporation ..................................................................................... 37 Appendix 2: Rules of Procedures for Shareholders Meeting ................................................... 43 Appendix 3: Rules for Election of Directors ............................................................................ 47 Appendix 4: Shareholding of Directors ................................................................................... 49

Realtek Semiconductor Corp.

2024 Annual Shareholders’ Meeting Procedure

Meeting Commencement Announced
Chairman’s Address
Report Items
Ratification Items
Election Item
Discussion Item
Extraordinary Motions
Adjournment

Realtek Semiconductor Corp. 2024 Annual Shareholders’ Meeting Agenda

Time: 9:00 a.m., May 30, 2024 (Thursday)
Place: No.1, Industry East 2[nd] Road, HsinChu Science Park Life Hub, Rossini Conference Room
Shareholders’ meeting will be held by physical meeting
Chairman: Chiu, Sun-Chien, Chairman
Chairman’s Address
Report Items
(1) Business report of 2023
(2) Audit Committee’s review report
(3) To report 2023 employees’ compensation and directors’ remuneration
(4) To report 2023 cash dividends distribution from retained earnings
(5) To report cash distribution from capital surplus
(6) To report 2023 related party transaction
Ratification Items
(1) 2023 business report and financial statements
(2) Distribution of 2023 retained earnings
Election Item
Election of Directors (including Independent Directors)
Discussion Item

Release the Directors and their Representatives from non-competition restrictions

Extraordinary Motions
Adjourment

Remark: Except for the proposals without objection from any shareholder after solicitation by the chairman are deemed approval, the chairman shall decide a vote to be held on individual proposal, or on whole or part of the proposals at the same time before extraordinary motions with the ballots to be counted separately for each proposal of the above ratification items, election item, and discussion item.

Report Items

Report 1: Business report of 2023

Explanation: Please refer to the following for the business report.

Business Report

Dear Shareholders, Ladies and Gentlemen:

1. 2023 Operating Results

Since 2022, the semiconductor industry has been affected by geopolitical, pandemic, and inflation factors, resulting in weaker end-market demand and high inventory problems. In 2023, demand did not improve, and the supply chain continued to face inventory digestion issues. Gartner estimates that global semiconductor industry revenue in 2023 was $533.3 billion, a decline of 11.1% from 2022. Memory-related revenue decreased by 37% year-on-year, while non-memory revenue decreased by 3% year-on-year. The relatively better-performing areas include artificial intelligence-related, automotive, and defense aviation applications. Faced with weak demand in the personal computer and network communication markets, and inventory adjustment issues, Realtek Group's consolidated revenue for the full year of 2023 was NT$95.18 billion, down 14.9% from the previous year; operating income was NT$6.66 billion, down 57.7% from the previous year; net profit after tax was NT$9.15 billion, down 43.5% from the previous year, and earnings per share were NT$17.85.

Despite facing short-term headwinds in operations, Realtek remains committed to technological innovation to maintain its competitiveness. According to the top 100 rankings of patents issued by the Taiwan Intellectual Property Office for domestic companies in 2023, Realtek ranked fourth with 415 invention patents issued. The results of actively building a strong patent portfolio were recognized as Realtek was once again selected as one of Clarivate's '2023 Top 100 Global Innovators'. Moreover, the ICs we design for various applications have been widely acknowledged in major industry awards for their innovation and performance advantages. For example, Realtek's Edge AI USB Camera Controller (RTS5863) won 'Best Choice Golden Award' at 2023 COMPUTEX TAIPEI; the new generation Edge AI Human Sensing USB Camera Controller RTS5866 further won a 'CES 2024 Innovation Award'; Realtek's USB4 Hub Controller (RTS5490) won the EE Awards Asia 2023 'Best IP/Processor of the Year (Most Promising Product)'; Realtek's ALC5575 Automotive AI DSP with Embedded NPU won an 'Innovative Product Award 2023 Hsinchu Science Park' award in Taiwan. These awards fully demonstrate Realtek's continuous breakthrough performance in optimizing product design. Realtek continues to innovate, not only by embedding AI technology in products, but also by leveraging AI in product design and testing to improve operational efficiency. For example, we exploit EDA tools, through AI deep learning, to accumulate past design experience and apply it to the physical layout design of new ICs to achieve the best PPA (Power, Performance, and Area). As another example, we use Generative AI to convert test programs when switching test platforms, which greatly improves the flexibility and efficiency of outsourced testing.

To achieve corporate sustainability and actively respond to the expectations of stakeholders, Realtek continues to pay attention to the development of international sustainability initiatives. Based on importance and attention, we clearly define material issues, formulate short-term and medium-to-longterm goals, promote various sustainability projects, and at the same time improve corporate operations

and ESG performance, and disclose relevant sustainability information in the ESG report issued every year. In 2023, material issues include economic performance, innovation, research and development, sustainable products, risk management, integrity management, information security, climate change and energy management, supplier sustainability management, and talent attraction and development. We are deeply aware of the importance of these issues in promoting sustainable development. As global corporate citizens, we are committed to creating long-term value through continuous improvement of management, and to making valuable contributions to a sustainable future through practical actions.

2. 2024 Business Plan

Despite facing short-term headwinds and uncertainty in the semiconductor industry, Realtek remains committed to optimizing its product portfolio to achieve the goal of regaining growth and increasing profitability. Looking ahead to 2024, Realtek is investing resources in network communications, consumer electronics, personal computers and peripherals, automotive markets, and other emerging applications to develop more competitive products, thereby pushing the upgrading of mainstream market technology specifications and expanding niche application markets.

In terms of network communication-related applications, Realtek continues to launch various wireless and wired connectivity solutions. In the wireless network realm, Wi-Fi 6 has replaced Wi-Fi 5 in the personal computer and router market and become the mainstream specification. As various countries gradually open up the use of the 6GHz frequency band, Wi-Fi 6E shipments are gradually climbing and contributing to revenue. Realtek's new generation Wi-Fi 7 is armed with the most competitive product specifications, with the mainstream PC and router market in the first wave of target markets for 2024. For the Internet of Things, Realtek will launch more sensing technologies that fuse humans and space, as well as solutions that complement generative AI in the cloud, to provide end consumers with immersive experiences. In addition to smart homes, Realtek is also actively deploying industrial, smart medical, and green energy-related market applications, thereby expanding addressable markets to support long-term growth. Regarding Bluetooth, Realtek's Bluetooth 5.2 BLE Audio solution has been successfully introduced into markets such as low-latency gaming headsets and multi-channel Soundbars, gradually expanding Bluetooth audio applications. The low-power Bluetooth (BLE) series supports the latest BT5.3/BT5.4 specifications to yield a product portfolio that delivers high performance and ultra-low power based on end market needs for improved solutions with cost advantages and compatibility. For example, new generations of high-performance products continue to roll out based on rich development experience in wearable products with display and call function. Examples of low-power products include BLE tri-mode single-chip gaming mouse, and Electronic Shelf Label (ESL) solutions.

In terms of wired networks, driven by specification upgrades, penetration of 2.5GbE products in the computer and network communication markets is gradually increasing. Realtek's second-generation 2.5GbE Ethernet chip has become the standard for flagship motherboards. In the post-pandemic era, governments and telco operators around the world have accelerated the promotion of 10GPON infrastructure due to the rapid growth of broadband demand, which has also promoted the development of peripheral equipment using 2.5GbE Ethernet. The 2.5GbE switch also matches the bandwidth requirements of Wi-Fi 6/Wi-Fi 7 routers. In terms of managed switches, Realtek launched a high-end, campus network aggregation switch solution in the second half of 2023, which was adopted by major telecommunications companies and is expected to improve the product portfolio in 2024. Aiming at the trend to fiber network upgrades, Realtek launched a 25GPON single-family unit solution that complies with the 25GS-PON Multi-Source Agreement specification, targeting applications such as

enterprises, residences, and mobile base station backhaul links that require ultra-high bandwidth, providing global telecommunications operators with unprecedented 25Gbps fiber access rates, demonstrating Realtek's leading position in fiber communication network (FTTx) products.

With regard to personal computer-related applications, according to IDC data, personal computer shipments in 2023, affected by geopolitics and inflation, fell by 14% compared to the previous year, roughly returning to pre-pandemic levels. The supply chain has gone through a year of destocking. By the fourth quarter, the inventory has returned to a healthy level, and there have been rush orders for replenishment. The AI PC narrative began to gain traction in the second half of 2023. The market generally believes that it will become another wave to drive the PC market in the next few years. Continuing the AI Audio noise reduction algorithm that was well received by the market in the past two years, Realtek's new generation of products comprehensively enhance the user experience of PCs, conference devices, and live broadcast equipment. At the same time, in response to the possible conversion of PC audio interfaces in the future, Realtek continues to actively participate in the formulation of specifications and plans a complete product portfolio to enable customers to smoothly convert specifications. In terms of image signal processors, as edge computing gradually became popular, Realtek led the industry in 2022 to launch a single chip integrating a PC image processing engine and an edge computing processor. With continuous improvement, it was followed by a lower power consumption and higher performance Edge AI engine single chip solution in 2023 that was highly welcomed by customers. Following the successful performance of the USB 3.2 hub, Realtek further launched the USB4 hub controller chip, which is one of only a few available products that meet the USB4 specification. It has the highest integration and is the most competitive in the industry. With the upgrade of market specifications for high-speed interface products, Realtek's USB4 hub controller is expected to further enhance our product portfolio and revenue.

The automotive market, driven by the continuous development of electric vehicles and smart connected cars, has led to the growth of automotive semiconductors, and along with AI applications may become the largest growing application field in the next few years. Realtek is currently one of the major suppliers of automotive Ethernet, with a complete range of automotive Ethernet PHY and highly integrated switch products. Realtek's fourth-generation automotive Ethernet switch will be launched in 2024, aiming for high-end autonomous driving and gateway applications. At the same time, the second-generation automotive Ethernet PHY solution supporting dual-mode MACsec of 100/1000BASE-T1 has been adopted by European and US car makers and Tier 1s. With the success of automotive Ethernet, Realtek's other product lines are also launching competitive products suitable for the automotive market, such as the IVI smart audio processor with a variety of self-developed AI audio processing technologies and software adaptation tools, low-power edge computing automotive camera chips, and a single-chip solution integrating Bluetooth, MCU, and screen driving developed for the electric motorcycle dashboard market. It is expected that these products will inject growth momentum into Realtek's automotive-related revenue in the coming years.

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

Affected by factors such as geopolitics, weak demand after the pandemic, and inflation, the semiconductor industry still faces short-term challenges in terms of end demand. Despite this, there is considerable room for growth driven by the development and upgrading of wired and wireless networks, artificial intelligence, audio and video interfaces, and the automotive market. Looking to the future, Realtek will continue to invest in research and development innovation, and actively launch

industry-leading and more competitive solutions. We are confident that Realtek will resume growth in 2024. At the same time, we will strengthen corporate governance and risk management, and maintain a high level of mutual trust and partnership with our supply chain and customers. Once again, thank you to all shareholders for your long-term support and trust. We will continue to work hard to enhance shareholder values.

We wish you all health and success in the future.

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

Report 2: Audit Committee’s review report

Explanation: Please refer to the following for the Audit Committee’s review report.

Audit Committee’s review report

The Company's 2023 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 2024 Annual Shareholders’ Meeting.

Realtek Semiconductor Corp.

Chairman of the Audit Committee: Chen, Fu-Yen

February 27, 2024

Report 3: To report 2023 employees’ compensation and directors’ remuneration Explanation:

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.
The Board of Directors resolved the distribution of 2023 employees ’ compensation and directors ’ remuneration as follows ：

emuneration as follows`：`
		Unit: NT dollars
Item	Amount	Profit Ratio
Employees’ compensation	2,696,047,171	21.88%
Directors’ remuneration	90,000,000	0.73%

Note: Employees' compensation and directors' remuneration amount are consistent with the 2023 annual estimated expenses.

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

Report 4: To report 2023 cash dividends distribution from retained earnings

Explanation:

The Board of Directors resolved that the 2023 cash dividends distribution from retained earnings is NT$ 7,692,954,615. 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$15 per share.
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.
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.
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:

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$ 256,431,821. 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$ 0.5 per share.
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.
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.
The Chairman is authorized by the Board of Directors to determine the cash distribution record

date and payment date.

Report 6: To report 2023 related party transactions

Explanation:

The actual transaction amount between the Company and its subsidiaries and the related party, GMI Technology Inc., in 2023 is NT$ 11,680,734 thousand, accounting for 12.3% of the Company‘s consolidated net operating revenue, and the collection term is 30-60 days after monthly billings.
There is no significant difference in the transaction prices and collection terms for sales of goods available to non-related parties. In 2023, the transaction prices were in line with general business practices and did not exceed the annual transaction amount limit approved by the board of directors, which was 25% of the company's consolidated net operating revenue.

Ratification Items

Proposal 1

Proposed by the Board of Directors

Subject: 2023 business report and financial statements. Approval is respectfully requested. Explanation:

The 2023 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 statements, please refer to pages 3-6, page 15-24, Attachment 1, and page 25-34, Attachment 2, of this handbook.

Resolution:

Proposal 2

Proposed by the Board of Directors

Subject: Distribution of 2023 retained earnings. Approval is respectfully requested. Explanation: The distribution of 2023 retained earnings was approved by the Board of Directors.

Realtek Semiconductor Corporation Distribution of retained earnings 2023

Unit: NT dollars

2023	Unit: NT dollars
Item	Amount
2023 Net Income after taxes	9,152,771,880
Plus: Reversal for Special Reserve	16,444,875
2023 Earnings Available for Distribution	9,169,216,755
Plus: Previous Year’s Unappropriated Earnings	15,676,055,749
Cumulative Earnings Available for Distribution for 2023	24,845,272,504

Items for Distribution:
Dividendsto Shareholders (distributedincash)	(7,692,954,615)
UnappropriatedRetainedEarnings	17,152,317,889

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 2023 profit, then the following sequence adopted in last-in first-out method are the previous year’s part before 2023 if insufficiency based on the principles of the Company’s profit distribution.

Chairman: Chiu, Sun-Chien

President: Yen, Kuang-Yu

Controller: Chang, Jr-Neng

Resolution:

Election Item

Proposed by the Board of Directors

Subject: Election of Directors (including Independent Directors). Election is respectfully requested. Explanation:

The term of the directors (including independent directors) of the Company will be expired on August 8, 2024, and the Company plans to re-elect the directors (including independent directors) at the annual shareholders’ meeting on May 30, 2024.
At the 2024 shareholders’ meeting of the Company, 9 directors will be elected (including 3 independent directors) with the term of 3 years.
The election of the Company's directors (including independent directors) adopts a candidate nomination system. Independent directors and non-independent directors shall be elected together, provided the elected number of independent directors and non-independent directors shall be calculated separately. Shareholders shall elect independent directors and non-independent directors from the list of candidates. For education, experience and other relevant information of the candidates, please refer to Attachment 3 on page 35 to 36 of this handbook.
In order to coincide with the re-election date of the annual shareholders’ meetings, the existing directors (including independent directors) shall be discharged from the date of re-election, and the new directors (including independent directors) shall assume office from the date of re-election. The term of office is from May 30, 2024 to May 29, 2027.
Please refer to Appendix 3 on pages 47 to 48 of this handbook for the Rules for Election of Directors.

Election results:

Proposed by the Board of Directors

Discussion Item

Subject: Release the Directors and their Representatives from non-competition restrictions. Approval is respectfully requested.

Explanation:

Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
Since director candidates are engaged in the same or similar business scope as the Company’s, after they are elected as directors, the Company hereby in accordance with the Company Act requests the shareholders’ meeting to approve the release from following non-competition restriction.

Title	Name	Concurrent Position of another Company
Director candidate	Dejia Investment Co., Ltd. Representative: Yeh, Ming-Han	 Representative of juristic person director of Unitech Computer Co., Ltd.  Representative of juristic person director of Unitech Electronics Co., Ltd.
Independent Director candidate	Yang, Pan-Chyr	 Representative of juristic person director of Microbio Co., Ltd.  Professor, Department of Internal Medicine, College of Medicine, National Taiwan University  Academician and researcher jointly recruited by Institute of Biomedical Sciences, Academia Sinica  Dean, NTU YongLin Institute of Health  Independent Director,Acer Incorporated

Resolution:

Extraordinary Motions

Adjourmment

Attachment

Attachment 1: Independent Auditors’ Report and 2023 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR23002885 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, 2023 and 2022, 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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. 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 2023 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 2023 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:

Obtained an understanding of accounting policies on the provision of allowance for inventory valuation losses and assessed the reasonableness.
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.
Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.

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, 2023 and 2022.

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:

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.
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 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.

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 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 of PricewaterhouseCoopers, Taiwan February 27, 2024

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2023 AMOUNT % `$` `10,268,291` `11` `948,832` `1` `32,373,191` `34` `10,663,065` `11` `2,093,922` `2` `616,624` `1` `11,756,934` `13` `566,761` `1` `69,287,620` `74` `53,000` `-` `3,126,098` `3` `5,509,030` `6` `131,794` `-` `8,754,486` `9` `1,767,795` `2` `33,878` `-` `2,624,598` `3` `337,312` `1` `2,189,659` `2` `24,527,650` `26` `$` `93,815,270 100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `10,268,291` `948,832` `32,373,191` `10,663,065` `2,093,922` `616,624` `11,756,934` `566,761` `69,287,620` `53,000` `3,126,098` `5,509,030` `131,794` `8,754,486` `1,767,795` `33,878` `2,624,598` `337,312` `2,189,659` `24,527,650` `$` `93,815,270`	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`	%
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			`12` `1` `37` `8` `2` `-` `23` `1`
			`84`
			`-` `3` `1` `-` `7` `1` `-` `2` `-` `2`
			`16`
			`100`

(Continued)

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2023 AMOUNT % `$` `4,250,000` `5` `336,648` `-` `6,904,009` `7` `369,104` `-` `24,513,037` `26` `60,293` `-` `1,764,021` `2` `139,213` `-` `7,909,427` `9` `46,245,752` `49` `2,227,346` `2` `1,392,138` `2` `203,766` `-` `1,408,856` `2` `99,250` `-` `5,331,356` `6` `51,577,108` `55` `5,128,636` `5` `542,048` `1` `8,882,764` `9` `-` `-` `24,845,272` `27` `2,829,740` `3` `42,228,460` `45` `9,702` `-` `42,238,162` `45` `$` `93,815,270 100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `4,250,000` `336,648` `6,904,009` `369,104` `24,513,037` `60,293` `1,764,021` `139,213` `7,909,427` `46,245,752` `2,227,346` `1,392,138` `203,766` `1,408,856` `99,250` `5,331,356` `51,577,108` `5,128,636` `542,048` `8,882,764` `-` `24,845,272` `2,829,740` `42,228,460` `9,702` `42,238,162` `$` `93,815,270`	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 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			`12` `-` `9` `-` `25` `-` `1` `-` `8`
			`55`
			`2` `1` `-` `1` `-`
			`4`
			`59`
			`5` `1` `6` `2` `25` `2`
			`41`
			`-`
			`41`
			`100`

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(21) and 7
$
95,179,276
100
$
111,789,791
100
6(6) and 7
(
54,431,219) (
57) (
57,154,955) (
51 )
40,748,057
43
54,634,836
49
6(26)(27) and 7
(
3,864,715) (
4) (
4,724,569) (
4 )
(
3,768,586) (
4) (
4,138,151) (
4 )
(
26,434,295) (
28) (
30,081,533) (
27 )
12(2)
(
25,469)
-
33,415
-
(
34,093,065) (
36) (
38,910,838) (
35 )
6,654,992
7
15,723,998
14
6(22)
2,581,961
3
950,676
1
6(23)
203,976
-
388,919
-
6(24)
398,354
-
96,732
-
6(25)
(
247,459)
- (
217,743)
-
6(7)
(
47,189)
- (
20,723)
-
2,889,643
3
1,197,861
1
9,544,635
10
16,921,859
15
6(28)
(
391,797)
- (
717,715) (
1 )
$
9,152,838
10
$
16,204,144
14
6(20)
6(3)
($
123,789)
- ($
988,964) (
1 )
283,799
-
5,451,229
5
$
160,010
-
$
4,462,265
4
$
9,312,848
10
$
20,666,409
18
$
9,152,772
10
$
16,204,052
14
66
-
92
-
$
9,152,838
10
$
16,204,144
14
$
9,312,782
10
$
20,666,317
18
66
-
92
-
$
9,312,848
10
$
20,666,409
18
6(29)
$
17.85
$
31.62
6(29)
$
17.59
$
30.48

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 (losses) gains
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 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, 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

Items	Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(21) and 7 `$` `95,179,276` `100` `$` `111,789,791` `100` 6(6) and 7 `(` `54,431,219) (` `57) (` `57,154,955) (` `51 )` `40,748,057` `43` `54,634,836` `49` 6(26)(27) and 7 `(` `3,864,715) (` `4) (` `4,724,569) (` `4 )` `(` `3,768,586) (` `4) (` `4,138,151) (` `4 )` `(` `26,434,295) (` `28) (` `30,081,533) (` `27 )` 12(2) `(` `25,469)` `-` `33,415` `-` `(` `34,093,065) (` `36) (` `38,910,838) (` `35 )` `6,654,992` `7` `15,723,998` `14` 6(22) `2,581,961` `3` `950,676` `1` 6(23) `203,976` `-` `388,919` `-` 6(24) `398,354` `-` `96,732` `-` 6(25) `(` `247,459)` `- (` `217,743)` `-` 6(7) `(` `47,189)` `- (` `20,723)` `-` `2,889,643` `3` `1,197,861` `1` `9,544,635` `10` `16,921,859` `15` 6(28) `(` `391,797)` `- (` `717,715) (` `1 )` `$` `9,152,838` `10` `$` `16,204,144` `14` 6(20) 6(3) `($` `123,789)` `- ($` `988,964) (` `1 )` `283,799` `-` `5,451,229` `5` `$` `160,010` `-` `$` `4,462,265` `4` `$` `9,312,848` `10` `$` `20,666,409` `18` `$` `9,152,772` `10` `$` `16,204,052` `14` `66` `-` `92` `-` `$` `9,152,838` `10` `$` `16,204,144` `14` `$` `9,312,782` `10` `$` `20,666,317` `18` `66` `-` `92` `-` `$` `9,312,848` `10` `$` `20,666,409` `18` 6(29) `$` `17.85` `$` `31.62` 6(29) `$` `17.59` `$` `30.48`
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 (losses) gains 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 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, 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, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Notes				Equity a	Equity a	ttributableto own	er	s of the parentcom	pany	pany	pany
	Commonshares		Capitalsurplus		R	etained earnings			Otherequityinterest				Total
				Legal reserve		Special reserve		Undistributed earnings	Financial statements translation differences of foreignoperations	U	nrealised income (losses) from financial assets measured at fair value through other comprehensive income
6(20) 6(19) 6(19) 6(19) 6(18)(19) 6(19) 6(18) 6(20) 6(19) 6(19) 6(19) 6(19) 6(18) 6(20) 6(18)	`$ 5,106,849` `-` `-` `-` `-` `-` `-` `21,787` `-` `-` `-` `$ 5,128,636` `$ 5,128,636` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$ 5,128,636`	`$ 1,101,079` `-` `-` `-` `-` `-` `-` `969,551` `(` `1,025,727 )` `244` `-` `$ 1,045,147` `$ 1,045,147` `-` `-` `-` `-` `-` `-` `(` `512,864 )` `9,549` `-` `216` `-` `$` `542,048`		`$ 5,577,083` `-` `-` `-` `1,685,276` `-` `-` `-` `-` `-` `-` `$ 7,262,359` `$ 7,262,359` `-` `-` `-` `1,620,405` `-` `-` `-` `-` `-` `-` `-` `$ 8,882,764`	`$ 1,556,049` `-` `-` `-` `-` `220,040` `-` `-` `-` `-` `-` `$ 1,776,089` `$ 1,776,089` `-` `-` `-` `-` `(` `1,776,089` `)` `-` `-` `-` `-` `-` `-` `$` `-`		`$ 27,377,681` `16,204,052` `-` `16,204,052` `(` `1,685,276 )` `(` `220,040 )` `(` `12,821,591 )` `-` `-` `-` `-` `$ 28,854,826` `$ 28,854,826` `9,152,772` `-` `9,152,772` `(` `1,620,405 )` `1,776,089` `(` `13,334,455 )` `-` `-` `16,445` `-` `-` `$ 24,845,272`		`($ 4,156,871 )` `-` `5,451,229` `5,451,229` `-` `-` `-` `-` `-` `-` `-` `$ 1,294,358` `$ 1,294,358` `-` `283,799` `283,799` `-` `-` `-` `-` `-` `-` `-` `-` `$ 1,578,157`	`$ 2,380,781` `-` `(` `988,964 )` `(` `988,964 )` `-` `-` `-` `-` `-` `-` `-` `$ 1,391,817` `$ 1,391,817` `-` `(` `123,789 )` `(` `123,789 )` `-` `-` `-` `-` `-` `(` `16,445 )` `-` `-` `$ 1,251,583`		`$ 38,942,651` `16,204,052` `4,462,265` `20,666,317` `-` `-` `(` `12,821,591 )` `991,338` `(` `1,025,727 )` `244` `-` `$ 46,753,232` `$ 46,753,232` `9,152,772` `160,010` `9,312,782` `-` `-` `(` `13,334,455 )` `(` `512,864 )` `9,549` `-` `216` `-` `$ 42,228,460`		`$` `9,673` `92` `-` `92` `-` `-` `-` `-` `-` `-` `(` `47 )` `$` `9,718` `$` `9,718` `66` `-` `66` `-` `-` `-` `-` `-` `-` `-` `(` `82 )` `$` `9,702`	`$ 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` `$ 46,762,950` `9,152,838` `160,010` `9,312,848` `-` `-` `(` `13,334,455 )` `(` `512,864 )` `9,549` `-` `216` `(` `82 )` `$ 42,238,162`

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(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 losses (gains)

Interest expense

Interest income

Dividend income

(Gains) losses on financial assets at fair value through
profit or loss

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

Gains on disposal of property, plant and equipment

Gains 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
2023
2022
$
9,544,635 $
16,921,859
6(26)
1,308,355
1,176,920
6(11)(26)
1,716,487
1,627,409
12(2)
25,469 (
33,415 )
6(25)
247,459
217,743
6(22)
(
2,581,961 ) (
950,676 )
6(23)
(
33,337 ) (
60,741 )
6(2)(24)
(
81,860 )
180,983
6(7)
47,189
20,723
6(24)
(
5,275 ) (
1,132 )
6(24)
(
305,599 )
-
6(24)
- (
24 )
692,017
220,475
(
1,267,400 )
3,404,506
497,629
605,229
15,161 (
139,755 )
13,795,609 (
9,003,831 )
(
42,236 )
135,358
218,896 (
93,348 )
- (
3,276 )
(
3,436,070 ) (
765,489 )
212,808 (
178,117 )
(
3,893,027 )
4,350,517
(
30,108 ) (
10,851 )
(
1,049,852 )
1,419,864
124,713
185,080
(
3,632 ) (
4,277 )

(Continued)

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(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
Proceeds from disposal of financial assets at fair value
through profit or loss
Acquisition of financial assets at fair value through
profit or loss - non-current
Acquisition of financial assets at fair value through
other comprehensive income
Proceeds from capital reduction 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 property, plant and equipment

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

Decrease (increase) in refundable deposits
Decrease (increase) in other non-current assets
Net cash flows from (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 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 (decrease) increase 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
2023
2022
$
15,716,070 $
19,221,734
2,438,945
758,590
33,337
60,741
(
250,334 ) (
214,712 )
(
41,732 ) (
768,184 )
17,896,286
19,058,169
309,442
-
- (
370,244 )
(
64,302 ) (
228,910 )
18,041
-
(
50,550,558 ) (
92,296,234 )
54,981,575
98,487,508
6(30)
(
2,166,602 ) (
2,451,441 )
15,428
1,353
6(30)
(
1,461,125 ) (
1,959,501 )
830 (
1,457,055 )
1,737 (
91,531 )

1,084,466 (
366,055 )
6(31)
134,242,945
167,983,101
6(31)
(
143,730,939 ) (
167,587,207 )
6(31)
511,090
711,110
6(31)
(
114,716 ) (
97,150 )
6(31)
(
92 ) (
892 )
(
13,847,319 ) (
13,847,318 )
216
244
(
22,938,815 ) (
12,838,112 )
472,319
702,682
(
3,485,744 )
6,556,684
13,754,035
7,197,351
$
10,268,291 $
13,754,035

Attachment 2: Independent Auditors’ Report and 2023 Parent Company Only Financial Statements

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR23000224 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, 2023 and 2022, 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, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing 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 statements 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. 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 2023 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 2023 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:

Obtained an understanding of accounting policies on the provision for inventory valuation losses and assessed the reasonableness.
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.
Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.

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 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 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.
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 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.

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 27, 2024

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2023 AMOUNT % `$` `2,406,399` `3` `79,523` `-` `7,616,665` `9` `1,362,924` `2` `1,220` `-` `3,224,525` `4` `7,819,879` `9` `369,046` `-` `22,880,181` `27` `53,000` `-` `180,901` `-` `89,598` `-` `46,919,559` `55` `8,382,515` `10` `1,574,916` `2` `2,575,121` `3` `287,659` `-` `2,170,167` `3` `62,233,436` `73` `$` `85,113,617` `100`	December31,2022	December31,2022
	AMOUNT `$` `2,406,399` `79,523` `7,616,665` `1,362,924` `1,220` `3,224,525` `7,819,879` `369,046` `22,880,181` `53,000` `180,901` `89,598` `46,919,559` `8,382,515` `1,574,916` `2,575,121` `287,659` `2,170,167` `62,233,436` `$` `85,113,617`	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`	%
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` `-` `5` `1` `-` `7` `12` `-`
			`28`
			`-` `-` `-` `59` `7` `1` `3` `-` `2`
			`72`
			`100`

(Continued)

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity	December 31, 2023 AMOUNT % `$` `4,250,000` `5` `131,853` `-` `4,958,007` `6` `311,850` `-` `21,694,542` `26` `279,265` `-` `1,748,109` `2` `29,191` `-` `5,630,149` `7` `39,032,966` `46` `2,227,346` `3` `203,766` `-` `1,322,500` `1` `98,579` `-` `3,852,191` `4` `42,885,157` `50` `5,128,636` `6` `542,048` `1` `8,882,764` `10` `-` `-` `24,845,272` `29` `2,829,740` `4` `42,228,460` `50` `$` `85,113,617 100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `4,250,000` `131,853` `4,958,007` `311,850` `21,694,542` `279,265` `1,748,109` `29,191` `5,630,149` `39,032,966` `2,227,346` `203,766` `1,322,500` `98,579` `3,852,191` `42,885,157` `5,128,636` `542,048` `8,882,764` `-` `24,845,272` `2,829,740` `42,228,460` `$` `85,113,617`	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 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			`14` `-` `5` `-` `25` `-` `1` `-` `6`
			`51`
			`2` `-` `1` `-`
			`3`
			`54`
			`5` `1` `7` `2` `29` `2`
			`46`
			`100`

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items YearendedDecember31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(16) and 7
$
61,378,334
100
$
67,491,952
100
6(3) and 7
(
34,470,870 ) (
56) (
35,701,718) (
53 )
26,907,464
44
31,790,234
47
(
698 )
- (
168)
-
566
-
1,427
-
26,907,332
44
31,791,493
47
6(21)(22) and 7
(
2,496,684 ) (
4) (
2,979,097) (
4 )
(
2,624,997 ) (
4) (
2,880,970) (
4 )
(
20,057,180 ) (
33) (
24,745,357) (
37 )
12(2)
(
25,469 )
-
33,415
-
(
25,204,330 ) (
41) (
30,572,009) (
45 )
1,703,002
3
1,219,484
2
6(17) and 7
307,216
-
227,202
-
6(18) and 7
118,103
-
227,189
-
6(19)
327,900
1
203,097
-
6(20)
(
235,939 )
- (
201,454)
-
6(4)
7,317,490
12
15,206,534
23
7,834,770
13
15,662,568
23
9,537,772
16
16,882,052
25
6(23)
(
385,000 ) (
1) (
678,000) (
1 )
$
9,152,772
15
$
16,204,052
24
6(15)
( $
50,099 )
-
$
26,419
-
(
73,690 )
- (
1,015,383) (
1 )
(
123,789 )
- (
988,964) (
1 )
283,799
-
5,451,229
8
$
160,010
-
$
4,462,265
7
$
9,312,782
15
$
20,666,317
31
6(24)
$
17.85
$
31.62
6(24)
$
17.59
$
30.48

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 (losses) gains
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
(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
8330
Share of other comprehensive losses
of associates and joint ventures
accounted for under equity method
8310
Total other comprehensive losses
that will not be reclassified to
profit or loss
Components of other comprehensive
income (losses) that will be
reclassified to profit or loss
8380
Share of other comprehensive
income of associates and joint
ventures accounted for under equity
method
8300
Other comprehensive income, 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

Items	YearendedDecember31 2023 2022 Notes AMOUNT % AMOUNT % 6(16) and 7 `$` `61,378,334` `100` `$` `67,491,952` `100` 6(3) and 7 `(` `34,470,870 ) (` `56) (` `35,701,718) (` `53 )` `26,907,464` `44` `31,790,234` `47` `(` `698 )` `- (` `168)` `-` `566` `-` `1,427` `-` `26,907,332` `44` `31,791,493` `47` 6(21)(22) and 7 `(` `2,496,684 ) (` `4) (` `2,979,097) (` `4 )` `(` `2,624,997 ) (` `4) (` `2,880,970) (` `4 )` `(` `20,057,180 ) (` `33) (` `24,745,357) (` `37 )` 12(2) `(` `25,469 )` `-` `33,415` `-` `(` `25,204,330 ) (` `41) (` `30,572,009) (` `45 )` `1,703,002` `3` `1,219,484` `2` 6(17) and 7 `307,216` `-` `227,202` `-` 6(18) and 7 `118,103` `-` `227,189` `-` 6(19) `327,900` `1` `203,097` `-` 6(20) `(` `235,939 )` `- (` `201,454)` `-` 6(4) `7,317,490` `12` `15,206,534` `23` `7,834,770` `13` `15,662,568` `23` `9,537,772` `16` `16,882,052` `25` 6(23) `(` `385,000 ) (` `1) (` `678,000) (` `1 )` `$` `9,152,772` `15` `$` `16,204,052` `24` 6(15) `( $` `50,099 )` `-` `$` `26,419` `-` `(` `73,690 )` `- (` `1,015,383) (` `1 )` `(` `123,789 )` `- (` `988,964) (` `1 )` `283,799` `-` `5,451,229` `8` `$` `160,010` `-` `$` `4,462,265` `7` `$` `9,312,782` `15` `$` `20,666,317` `31` 6(24) `$` `17.85` `$` `31.62` 6(24) `$` `17.59` `$` `30.48`
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 (losses) gains 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 (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 8330 Share of other comprehensive losses of associates and joint ventures accounted for under equity method 8310 Total other comprehensive losses that will not be reclassified to profit or loss Components of other comprehensive income (losses) that will be reclassified to profit or loss 8380 Share of other comprehensive income of associates and joint ventures accounted for under equity method 8300 Other comprehensive income, 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, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

											Retained Earnings	Retained Earnings				Other equity	Other equity	interest
																		Unrealised income
																	(losses) from financial
															Financial statements		assets measured at fair
															translation differences			value through other
	Notes		Common shares			Capital surplus			Legal reserve		Special reserve		Undistributed earnings		of	foreign operations	comprehensive income				Total equity
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) for the year	6(15)			`-`			`-`		`-`			`-`		`-`		`5,451,229`	`(`		`988,964 )`		`4,462,265`
Total comprehensive income (loss) for the year				`-`			`-`		`-`			`-`		`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 common shares	6(12)(13)		`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`
2023
Balance at January 1, 2023		`$`	`5,128,636`		`$`	`1,045,147`		`$`	`7,262,359`	`$`	`1,776,089`		`$`	`28,854,826`	`$`	`1,294,358`	`$`		`1,391,817`	`$`	`46,753,232`
Net income for the year				`-`			`-`		`-`			`-`		`9,152,772`		`-`			`-`		`9,152,772`
Other comprehensive income (loss) for the year	6(15)			`-`			`-`		`-`			`-`		`-`		`283,799`	`(`		`123,789 )`		`160,010`
Total comprehensive income (loss) for the year				`-`			`-`		`-`			`-`		`9,152,772`		`283,799`	`(`		`123,789 )`		`9,312,782`
Distribution of 2022 earnings
Legal reserve	6(14)			`-`			`-`		`1,620,405`			`-`	`(`	`1,620,405 )`		`-`			`-`		`-`
Reversal of special reserve	6(14)			`-`			`-`		`-`	`(`	`1,776,089 )`			`1,776,089`		`-`			`-`		`-`
Cash dividends	6(14)			`-`			`-`		`-`			`-`	`(`	`13,334,455 )`		`-`			`-`	`(`	`13,334,455 )`
Cash from capital surplus	6(13)			`-`	`(`	`512,864 )`			`-`			`-`		`-`		`-`			`-`	`(`	`512,864 )`
Changes in equity of associates accounted for under equity method				`-`		`9,549`			`-`			`-`		`-`		`-`			`-`		`9,549`
Disposal of financial assets at fair value through other comprehensive income or losses				`-`			`-`		`-`			`-`		`16,445`		`-`	`(`		`16,445 )`		`-`
Cash dividends returned	6(13)			`-`		`216`			`-`			`-`		`-`		`-`			`-`		`216`
Balance at December 31, 2023		`$`	`5,128,636`		`$`	`542,048`		`$`	`8,882,764`	`$`		`-`	`$`	`24,845,272`	`$`	`1,578,157`	`$`		`1,251,583`	`$`	`42,228,460`

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(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 losses (gains)

Interest expense

Interest income

Dividend income

(Gains) losses on financial assets at fair value through
profit or loss

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

Gains on disposal of property, plant and equipment

Impairment loss
Gains on disposal of investments

Gains arising from lease modifications

Changes in operating assets and liabilities
Changes in operating assets
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 Year ended December 31
Notes
2023
2022
$
9,537,772 $
16,882,052
6(21)
1,118,605
976,697
6(7)(21)
1,692,464
1,589,992
12(2)
25,469 (
33,415 )
6(20)
235,939
201,454
6(17)
(
307,216 ) (
227,202 )
6(18)
(
320 ) (
1,278 )
6(19)
(
21,990 )
71,596
6(4)
(
7,317,490 ) (
15,206,534 )
6(19)
(
4,905 ) (
1,002 )

-
3,031
6(19)
(
305,599 )
-
6(19)
- (
24 )
(
2,275,038 )
2,570,380
(
269,406 )
720,747
1,394
5,391
(
39,731 ) (
13,074 )
4,205,095 (
224,079 )
(
2,204 )
119,276
79,571 (
31,977 )
- (
3,276 )
546,399 (
2,937,835 )
221,748 (
146,871 )
(
4,582,071 )
4,010,659
46,734
168,577
(
71,514 )
657,199
(
3,873 ) (
4,484 )

(Continued)

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 20223 AND 2022

(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

Disposal of investments accounted for under equity
method
Proceeds from capital reduction of investee accounted for
under equity method
Acquisition of property, plant and equipment

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

Decrease (increase) in refundable deposits
Increase in other non-current assets
Net cash flows from (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 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 Year ended December 31
Notes
2023
2022
$
2,509,833 $
9,146,000
304,123
227,111
13,671,511
6,235,211
(
238,814 ) (
198,423 )
(
25,412 ) (
748,966 )
16,221,241
14,660,933

- (
53,000 )
(
64,302 ) (
35,037 )
(
8,401 ) (
10,125 )
-
4,786
(
6,537,032 ) (
11,788,573 )
7,192,173
15,495,845
6(4)
(
30,215 )
-
6,436,133
-
3,067,700
-
6(25)
(
2,108,931 ) (
2,349,017 )
12,355
4,064
6(25)
(
1,455,145 ) (
1,953,420 )
1,672 (
1,452,037 )
- (
91,011 )
6,506,007 (
2,227,525 )
6(26)
134,242,945
161,350,173
6(26)
(
143,730,939 ) (
160,954,279 )
6(26)
511,090
711,110
6(26)
(
35,569 ) (
28,142 )
6(26)
(
85 ) (
719 )
(
13,847,319 ) (
13,847,318 )
216
244
(
22,859,661 ) (
12,768,931 )
(
132,413 ) (
335,523 )
2,538,812
2,874,335
$
2,406,399 $
2,538,812

Attachment 3: List of Director (including Independent Director) Candidates

Type	Name	Shareholdings (Unit: share)	Education	Experience	Current Positions
Director	United Glory Co., Ltd. Representative: Chiu,Sun-Chien	3,265,954	M.S., Electrical Engineering, National Taiwan University	 President of Realtek Semiconductor Corp.	 Chairman of Realtek Semiconductor Corp.
Director	United Glory Co., Ltd. Representative: Huang,Yung-Fang	3,265,954	M.S., Electrical Engineering, State Universityof New York,USA	 Vice President of Realtek Semiconductor Corp.	 Chief Operating Officer of Realtek Semiconductor Corp.
Director	Yen, Kuang-Yu	23,948	M.S., Communications Engineering, National Chiao TungUniversity	 Vice President of Realtek Semiconductor Corp.	 President of Realtek Semiconductor Corp.
Director	Ni, Shu-Ching	6,308,389	Open Junior College	 Director of Realtek Semiconductor Corp.	 Director of Realtek Semiconductor Corp.
Director	Taotech Co., Ltd. Representative: Yeh, Po-Len	1,846,000	MSc. & Ph.D., Material Engineering, Loughbourough University of Technology, United Kingdom	 Research Scientist Eidgenoessische Technische Hochschule (ETH) Zurich, Switzerland  Chairman of Realtek Semiconductor Corp.	 Director of Realtek Semiconductor Corp.  Director of Hung-wei Venture Capital Co., Ltd.
Director	Dejia Investment Co., Ltd. Representative: Yeh, Ming-Han	3,648,035	Bachelor, Industrial Design, Tatung University	 Sales Engineer of GMI Technology Inc.	 Special Assistant of Realtek Semiconductor Corp.  Chairman of Dejia Investment Co., Ltd.  Director of HIXUAN Co., Ltd.  Representative of juristic person director of Shiteh Organic Pharmaceutical Co., Ltd.  Representative of juristic person director of Unitech Computer Co., Ltd.  Representative of juristic person director of Unitech Electronics Co.,Ltd.
Independent Director	Yang, Pan-Chyr	0	Ph.D., Graduate Institute of Clinical Medicine, College of Medicine, National Taiwan University	 President, National Taiwan University  Dean, College of Medicine, National Taiwan University  Distinguished Professor and Chair Professor, National Taiwan University  Director, NTUH National Clinical Trial and Research Center  Vice Dean, National Taiwan University Hospital	 Representative of juristic person director of Microbio Co., Ltd.  Professor, Department of Internal Medicine, College of Medicine, National Taiwan University  Academician and researcher jointly recruited by Institute of Biomedical Sciences, Academia Sinica  Executive Secretary, NTU Center of Genomic Medicine  Program Director, Microarray Core Facility, National Research Program for Genomic Medicine  President, Taiwan Society of Pulmonary and Critical Care Medicine  Lung Cancer Program Co-Director of National Research Program for Genomic Medicine  Professor, the Graduate Institute of Oncologyof National Taiwan University,

Type	Name	Shareholdings (Unit: share)	Education	Experience	Current Positions
					College of Medicine  Dean, NTU YongLin Institute of Health  Independent Director,Acer Incorporated
Independent Director	Ko, Fu-Hwa	0	Ph.D., Electrical Engineering & Computer Science, University of California,Berkeley,USA	 Vice President of Analogy  Chief Operating Officer of Avant!  General Manager of Synopsys	 Managing Owner of SEMI DA Advisory LLC
Independent Director	Hsieh, Yin-Ching	0	Bachelor, College of Law, National Taiwan University	 Chairman, Alliance Digital Technology Co.  Supervisor, CTS Inc. (Chinese Television System)	 Founder of Shay & Partners and leader of the TMT team  Independent Director, Taiwan Cooperative Financial Holding Co., Ltd.  Advisory committee , Mainland Affairs Council Taiwan( Republic of China)  General Counsel, ASVDA (Asia Silicon Valley Development)  Managing director (2008-2010), Executive director (2011-2018), Taiwan Communications Society

Appendix

Appendix 1 Realtek Semiconductor Corporation Articles of Incorporation

(Translation)

I. General Provisions

Article 1 The Company shall be incorporated under the Company Act as a company limited by shares named “Realtek Semiconductor Corp.”. “Realtek Semiconductor Corp.” is the Company’s English name.
Article 2 The scope of business of the Company shall be as follows:
CC01080 Electronic Parts and Components Manufacturing
I501010 Product Designing
F401010 International Trade
I301010 Service of information software.
I301020 Data Processing Services
CC01100 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing (Radio transmitters, radio transceivers, radio receivers, industrial, scientific, medical radiation machines, and other machines with radio radiant energy only)
CF01011 Medical Materials and Equipment Manufacturing
F108031 Wholesale of Drugs, Medical Goods
F208031 Retail sale of Medical Equipments
(1) Researching, designing, developing, manufacturing, and selling the following products:
1. various integrated circuits
2. hearing aids with tinnitus mask function
3. bone conduction hearing aid
4. Picture archiving and communications system.
(2) Providing application design, testing, maintenance and technical consulting services of the software and hardware for the above products.
(3) Researching, developing and selling various intellectual property
(4) Also engaged in trading business in relation to the business of the Company.
Article 3 The Company is headquartered in Hsinchu Science Park, Taiwan, Republic of China, and when necessary, upon approval of the Board of Directors and the competent authorities, may establish branch offices within or outside the territory of the Republic of China.
Article 4 Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.
(1) The Company's domestic and foreign investment transactions shall be resolved by the board of directors, and are not subject to the restriction of Article 13 of the Company Act.
(2) The Company upon approval of the Board of Directors may provide endorsement and guarantee to others.

II. Shares

Article 5 The authorized capital of the Company is NT$8,900,000,000, divided into 890,000,000 common shares, and may be paid-up in installments. Among the above capital, a total of NT$800,000,000, divided into 80,000,000 shares at par value NT$10 each share, is reserved for issuing employee stock warrants, and may be issued in installments in accordance with the resolution of the Board of Directors.
Article 5-1 To issue employee stock warrants with the exercise price lower than the closing price of the Company stocks as of the issuing date, the Company is required to obtain the consent of a majority of the shareholders present who represent twothirds or more of the total number of outstanding shares. The Company is allowed to register multiple issues over a period of 1 year from the date of the shareholders meeting resolution.
Article 5-2 To transfer treasury shares to employees at less than the average actual share repurchase price, the Company is required to obtain the consent of a majority of the shareholders present who represent two-thirds or more of the total number of outstanding shares at the most recent shareholders meeting.
Article 6 The share certificates of the Company shall be all name-bearing share certificates, which shall be signed or sealed by three or more directors of the Company, and issued after duly authentication pursuant to the law.
The Company’s shareholder services follow the Regulations Governing the Administration of Shareholder Services of Public Companies issued by the competent authority.
The Company may be exempted from printing share certificates if the shares are registered with the centralized securities depository enterprise.

III. Shareholders Meetings

Article 7 Registration of stock transfer shall be suspended within sixty days prior to any general shareholders meeting, thirty days prior to any special shareholders meeting, or within five days prior to the record date for distributing dividends, bonuses, or other benefits.
Article 8 Shareholders meetings of the Company are of two types, general meeting and special meeting. General meeting shall be convened once a year within six months of the end of a fiscal year, and shareholders shall be notified thirty days prior to the scheduled meeting date. Special meeting shall be convened whenever necessary, and shareholders shall be notified fifteen days prior to the scheduled meeting date.
Article 8-1 When the Company's shareholders' meeting is held, it may be held by video conference or other methods announced by the central competent authority.
Article 9 In case the shareholder is unable to attend the Shareholders meeting, the shareholder may appoint a proxy to attend the meeting by presenting a proxy document with signature or seal and stating therein the scope of power authorized to the proxy.
Unless otherwise provided in the relevant regulation, the shareholders’ appointment of proxies to attend the meeting shall follow the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the Competent Authority.

The voting rights at a shareholders meeting may be exercised by way of electronic means. A shareholder exercising voting rights at a shareholders meeting by way of electronic means shall be deemed to have attended the said

shareholders meeting in person. The related matters are handled in accordance with the relevant regulation.
Article 10 Each share is entitled to one voting right, unless otherwise provided in the Company Act.
Article 11 Unless otherwise provided in the Company Act, the resolutions at a shareholders meeting shall be adopted by a majority of the shareholders present who represent half or more of the total number of outstanding shares.
The resolution of the proposal at a shareholders meeting shall be decided by the chairman by way of voting or solicitation. Except for the proposals without objection from any shareholder after solicitation by the chairman are deemed approval, the chairman shall decide that a vote to be held on whole or part of the proposals at the same time before extraordinary motions with the ballots to be counted separately for each proposal.

IV. Directors

Article 12 The number of directors of the Company shall be between seven (7) to thirteen (13), and the board of directors is authorized to determine the number of directors.
In the board, the number of independent directors shall be no less than three (3). Directors shall be elected by adopting a candidate nomination system. The election of independent directors and non-independent directors shall be held together, provided the elected number of independent directors and nonindependent directors shall be calculated separately. The professional qualifications, restrictions on shareholdings and concurrent office held, method of nomination and election, and other matters for compliance with respect to independent directors shall be in accordance with relevant regulation by the Competent Authority. Directors are elected from among the nominees listed in the roster of director candidates at a shareholders meeting. The term of office for directors is three (3) years and the directors are eligible for re-election.
Article 12-1 The Company is allowed to purchase liability insurance for directors and managers. The board of directors is authorized to decide the insurance coverage.
Article 13 The board of directors shall be formed by directors. The directors shall elect from among themselves a chairman by a majority approval in a meeting attended by over two-thirds of the directors. A vice chairman may be elected depending on the demand of business.

The chairman internally presides over the shareholders meeting and the board of directors, and externally represents the Company.

Meetings of the Board of Directors shall be convened by the Chairman. However, the first meeting after the re-election of directors shall be convened in accordance with the article 203 of the Company Act. Notice of the meeting shall be delivered in writing, by email, or by fax with the proposed agenda specified.

The chairman presides over the board of directors. In case the chairman is on leave or cannot exercise his duty, the vice chairman shall act on his behalf. In case of no vice chairman elected or the vice chairman is on leave or cannot exercise his duty as well, the chairman shall designate one of the directors to act on his behalf. In case of no designation, the board shall elect from among directors as the acting chairman. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the

meeting in person.

Article 13-1 The Company forms an Audit Committee, consisting of all independent directors. The number, term of office, powers, rules of procedure for meetings of the audit committee, and resources to be provided by the Company when the audit committee exercises its powers, shall be in accordance with the Company’s audit committee charter.
Article 14 The duties and responsibilities of the Board of Directors shall be as follows: 1. Review the following matters raised by the general manager:
1-1. The Company's operating principles, and medium and long-term development plans.
1-2. Annual budget and implementation supervision.
1-3. Annual report and final statements.
1-4. Capital increase and decrease plan.
1-5. Important contracts with others.
1-6. Company charters and important business rules.
1-7. Branch establishment, reorganization or withdrawal.
1-8. Major capital expenditure plan.
1-9. Other matters issued for review.
Review of distribution of earnings or offset of losses.
Review of the Company's articles of incorporation or amendments.
Appointment and dismissal of general manager, financial supervisor, and audit supervisor.
Implementation of the resolution of the shareholders meeting.
Convening of the shareholders meeting and business report at the shareholders meeting.
Other businesses that should be handled in accordance with the laws.
Article 15 Directors shall attend the meeting of the Board in person. In case that a director is unable to attend a board meeting, he/she may appoint one of the other directors as his/her proxy to attend the meeting. A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.
Article 15-1 The directors’ remuneration is authorized to be decided by the board of directors based on the directors’ degree of involvement and contribution to the Company’s business operation, as well as on usual level of the industry.

V. Managers

Article 16 The Company shall appoint general manager, whose appointment, discharge, and remuneration shall be in accordance with the provisions in Article 29 of the Company Act.

VI. Accounting

Article 17 The Company’s fiscal year shall be from January 1 to December 31 of each calendar year. At the end of each fiscal year, the board of directors shall have the following documents prepared and submitted to the shareholders meeting for approval.
Business report
Financial statements
Proposal for distribution of earning or offset of losses

Article 18 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. However, in case of the accumulated losses, certain profits shall first be reserved to cover the accumulated losses, and then allocate employees’ compensation and directors’ remuneration according to the proportion in the preceding paragraph.

The distribution of employees' compensation in the preceding paragraph shall be in cash or in stock, and shall be resolved with a consent of a majority of the directors present at a meeting attended by over two-thirds of the total directors. The distribution of director's remuneration and employee’ compensation shall be reported to the shareholders meeting.

The employees entitled to receive employees’ compensation may include the employees of subsidiaries of the Company meeting certain specific requirements. The requirements are determined by the board of directors or its authorized person.

The Company belongs to the integrated circuit design industry and is in the growth phase of the enterprise life cycle. After considering the long-term business development of the Company, matching future investment fund requirements, and the long-term financial planning of the Company, if there are profits at the end of fiscal year, the Company shall first offset the accumulated losses with profits after tax, and then shall contribute 10% of profit as legal reserve, unless the accumulated legal reserve has reached the amount of the Company’s total capital, and contribute or reverse special reserve in accordance with relevant laws or regulation by the competent authority. If there are net profits remained, the remaining net profits and the retained earnings from previous years shall be distributed as shareholders’ dividend after the distribution proposal is prepared by the board of directors. In case the distribution is in the form of issuing new shares, the distribution proposal shall be approved at a shareholders meeting. In case the distribution is in the form of cash, the distribution proposal is authorized to be approved by the board of directors. After considering financial, business and operational factors, the Company may distribute the whole of distributable earnings of the current year, and may also distribute whole or part of the reserves in accordance with the law or the regulation by the competent authority. The dividend distributed to shareholders shall not be less than 50% of the increased distributable retained earnings for the current year.

When distributing dividends, the main consideration is the Company's future expansion of operating scale and requirement of cash flow. The cash dividends shall not be less than 10% of the total dividends distributed to shareholders in the current year.

According to Article 240, Paragraph 5, and Article 241, Paragraph 2 of the Company Act, the Company authorizes the distributable dividends, legal reserve, and capital reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and in addition thereto a report of such distribution shall be submitted to the shareholders meeting.

VII. Supplementary Provisions

Article 19 For matters not provided herein, provisions in the Company Act shall govern. Article 20 The Articles of Incorporation hereof were established on Oct. 16, 1987; 1st

amended on Sep. 25, 1989; 2nd amended on Oct. 7, 1989; 3rd amended on Dec. 5, 1990; 4th amended on Jun. 26, 1991; 5th amended on Jun. 27, 1992; 6th amended on Jun. 26, 1993; 7th amended on Apr. 2,1994; 8th amended on May 20, 1995; 9th amended on May 4, 1996; 10th amended on Jan. 21, 1997; 11th amended on May 5, 1997; 12th amended on May 19, 1998; 13th amended on Apr. 30, 1999; 14th amended on Jun. 9, 2000; 15th amended on May 30, 2001; 16th amended on Jun. 3, 2002; 17th amended on Jun. 9, 2003; 18th amended on Jun. 1, 2004; 19th amended on Jun. 13, 2005; 20th amended on Jun. 12, 2006; 21st amended on Jun. 11,2007; 22nd amended on Jun. 13, 2008; 23rd amended on Jun. 10, 2009; 24th amended on Jun. 15, 2010; 25th amended on Jun. 15, 2011; 26th amended on Jun. 12, 2012; 27th amended on Jun. 21, 2013; 28th amended on Jun. 24, 2014; 29th amended on Jun. 7, 2016; 30th amended on Jun. 8, 2017; 31st amended on Jun. 5, 2018; 32nd amended on Jun. 12, 2019; 33rd amended on Jun. 10, 2020; 34th amended on Jun. 8, 2022.

Appendix 2

Realtek Semiconductor Corporation Rules of Procedures for Shareholders Meeting (Translation)

Article 1 The rules of procedures for the Company's shareholders meetings, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall be as provided in these Rules.
Article 2 Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
Attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronic means.
Article 3 Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When the Company holds a shareholders meeting, the shareholders may exercise voting rights by electronic or correspondence means. Shareholders exercising voting rights by way of electronic means shall be in accordance with the Company Act, Securities and Exchange Act, and Regulations Governing the Administration of Shareholder Services of Public Companies, to exercise voting rights on the electronic voting platform designated by the Company. Shareholders exercising voting rights by electronic means will be deemed to have attended the meeting in person.

Shareholder who are not able to attend the shareholders meeting in person may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronic means, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the date of the shareholders meeting. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

After a shareholder has exercised voting rights by electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made by the same means by which the voting rights were exercised, 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already

		exercised by electronic means shall prevail. When a shareholder has exercised
		voting rights both by electronic means and by appointing a proxy to attend a
		shareholders meeting, the voting rights exercised by the proxy in the meeting
		shall prevail.
Article	4	Unless otherwise provided by laws or regulations, the Company's shareholders
		meetings shall be convened by the board of directors.
		The venue for a shareholders meeting shall be the premises of the Company, or
		a place easily accessible to shareholders and suitable for a shareholders meeting.
		The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full
		consideration shall be given to the opinions of the independent directors with
		respect to the place and time of the meeting.
Article	5	If a shareholders meeting is convened by the board of directors, the meeting shall
		be chaired by the chairman of the board. When the chairman of the board is on
		leave or for any reason unable to exercise the powers of the chairman, the vice
		chairman shall act in place of the chairman; if there is no vice chairman or the
		vice chairman also is on leave or for any reason unable to exercise the powers of
		the vice chairman, the directors shall select from among themselves one person
		to serve as chair.
		If a shareholders meeting is convened by a party with power to convene but other
		than the board of directors, the convening party shall chair the meeting. When
		there are two or more such convening parties, they shall mutually select a chair
		from among themselves.
Article	6	The Company may appoint its attorneys, certified public accountants, or related
		persons retained by it to attend a shareholders meeting. Staff handling
		administrative affairs of a shareholders meeting shall wear identification cards
		or arm bands.
Article	7	The Company shall make completed audio and video recording of the
		proceedings of the shareholders meeting. The recorded materials shall be
		retained for at least 1 year.
Article	8	The chairman shall call the meeting to order at the appointed meeting time.
		However, when the attending shareholders do not represent a majority of the
		total number of issued shares, the chairman may announce a postponement,
		provided that no more than two such postponements, for a combined total of no
		more than 1 hour, may be made.
		If the quorum is not met after two postponements, but the attending shareholders
		represent one third or more of the total number of issued shares, a tentative
		resolution may be adopted pursuant to Article 175, paragraph 1 of the Company
		Act.
		When, prior to conclusion of the meeting, the attending shareholders represent a
		majority of the total number of issued shares, the chairman may resubmit the
		tentative resolution for a vote by the shareholders meeting pursuant to Article
		174 of the Company Act.
Article	9	If a shareholders meeting is convened by the board of directors, the meeting
		agenda shall be set by the board of directors. The meeting shall proceed in the
		order set by the agenda, which may not be changed without a resolution of the
		shareholders meeting.
		The provisions of the preceding paragraph apply mutatis mutandis to a
		shareholders meeting convened by a party with the power to convene that is not
		the board of directors.
		The chairman may not declare the meeting adjourned prior to completion of

deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. After adjournment, shareholders are not allowed to elect another chair to continue the meeting at the original place or another place.

Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairman. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor. The chairman shall stop any violation.
Article 11 Attending shareholders' enquiries on the matters set out in the agenda shall be made after all the reported matters have been read or reported by the chairman or his designated person. Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairman may terminate the speech.
Article 12 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13 After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
Article 14 The chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders. When the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed and call for a vote.
Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company. Immediately after vote counting has been completed, the results of the voting shall be announced on-site at the meeting and be recorded.
The ballot of voting at the shareholders meeting shall be deemed void if one of the following conditions are found by all of the vote monitoring personnel: (1) The ballot is not prepared by the company.
(2) The ballot in the ballot box is not marked for voting, or not the one designated for voting of specific proposal.
(3) The ballot is not placed in the ballot box.
(4) The ballot is not recognizable due to damage or indistinct handwriting.
(5) The ballot has been altered or written with other characters or symbols.
(6) Both for and against are marked on the ballot.

If there is a dispute from shareholders on the voting process, the vote counting method, the validity of the votes, etc., the chairman shall make a determination.

Article 16 When a meeting is in progress, the chairman may announce a break based on time considerations.
Article 17 Except as otherwise provided in the Company Act and in the Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
The resolution of the shareholders meeting shall be decided by the chairman by way of voting or solicitation. Except for the motions without objection from any shareholders after solicitation by the chairman are deemed approval, the chairman shall decide that all or part of the motions be voted on a case-by-case basis at the same time before the extraordinary motion.
If no objection from any shareholders after solicitation by the chairman, the resolution shall be deemed approval with the same effect as the resolution by voting.
Article 18 When there is an amendment or an alternative to a proposal, the chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
The discussion and voting order of the shareholders' proposals in the extraordinary motions shall be determined by the chairman. Those belonging to the same type of proposals shall be merged by the chairman.
Article 19 The chairman may direct the proctors or security personnel to help maintain order at the meeting. When proctors or security personnel help maintain order at the meeting, they shall wear identification cards or arm bands.
At the meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairman may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 20 When a meeting is in progress, if a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
Article 21 These Rules shall be implemented after adoption by shareholders meetings. Amendments based on demand of these Rules are authorized to the board of directors.

Appendix 3

Realtek Semiconductor Corporation Rules for Election of Directors (Translation)

Article	1	Except as otherwise provided by law and regulation or by the Company's articles
		of incorporation, elections of directors shall be conducted in accordance with
		the rules.
Article	2	The Company’s directors shall be elected by adopting a candidate nomination
		system. The overall composition of the board of directors shall be taken into
		consideration in the selection of this Company's directors. board members as a
		whole shall have the necessary knowledge, skill, and experience to perform their
		duties, such as judgments about operations, accounting and financial analysis,
		business management, crisis management, knowledge of the industry,
		international market perspective, Leadership and decision-making, and so on.
Article	3	The cumulative voting method shall be used for the Company’s election of the
		directors. Each share will have voting rights in number equal to the directors to
		be elected, and may be cast for a single candidate or split among multiple
		candidates.
		Shareholders may exercise voting rights by electronic or correspondence means
		for the Company’s election of directors.
		Shareholders
		Shareholders who exercise his/her votes by way of electronic means shall
		exercise voting rights on the electronic voting platform designated by the
		Company.
Article	4	The number of directors for the election shall be in accordance with the
		Company’s articles of incorporation and approved by the board of directors. The
		election of independent directors and non-independent directors shall be held
		together, provided the elected number of independent directors and non-
		independent directors shall be calculated separately. Those receiving ballots
		representing the highest numbers of voting rights will be elected sequentially
		according to their respective numbers of votes. When two or more persons
		receive the same number of votes, thus exceeding the specified number of
		positions, they shall draw lots to determine the winner, with the chair drawing
		lots on behalf of any person not in attendance.
		The number of votes under the preceding paragraph shall be calculated by
		adding the number of votes cast on site at the shareholders’ meeting plus the
		number of votes cast by electronic voting.
Article	5	The board of directors shall prepare separate ballots for on site voting at the
		shareholders’ meeting in numbers corresponding to the directors to be elected.
		The number of voting rights associated with each ballot shall be specified on the
		ballots, which shall then be distributed to the attending shareholders at the
		shareholders’ meeting. Attendance card numbers printed on the ballots may be
		used instead of recording the names of voting shareholders.
Article	6	Before the election begins, the chair shall appoint a number of persons with
		shareholder status to perform the respective duties of vote monitoring and
		counting personnel.
Article	7	The ballot boxes shall be prepared by the board of directors and publicly
		checked by the vote monitoring personnel before voting commences.

Article 8 If a candidate is a shareholder, the voter shall fill in the candidate’s account name and shareholder account number in the candidate space of the ballot; if a candidate is not a shareholder, the voter shall fill in the candidate’s name or name and ID number or uniform number. However, if a government agency or juristic person shareholder is a candidate, the candidate space of the ballot shall be filled in with the name of the government agency or juristic person, or the name of the government agency or juristic person and its representative; if there are several representatives, the name of the representatives shall be separately filled in.
Article 9 A ballot is invalid under any of the following circumstances:
The ballot was not prepared by the Company in accordance with the rules.
The ballot is not placed in the ballot box.
A blank ballot is placed in the ballot box.
The candidate name entered in the ballot does not conform to the roster of nominated candidate in accordance with the article 2 of the rules, or the number of selected candidates entered in the ballot exceeds the allowed number.
The candidate space which shall be filled in is incompleted, wrong, altered, illegible handwriting, or combined with other marks, pictures and texts.
The total number of voting rights voted exceeds the total number of voting rights held by the voters.
Article 10 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
Article 11 The ballots of on site voting and the data of electronic voting for the election shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year by the Company. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12 The board of directors of the Company shall issue notifications to the persons elected as directors.
Article 13 The rules, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.

Appendix 4 Shareholding of Directors

Shareholding of Directors	Shareholding of Directors	Shareholding of Directors	Shareholding of Directors	Shareholding of Directors
Record date: April 1,2024
Position	Name	Date Elected	Shares	Shareholding Ratio(%)
Chairman	United Glory Co., Ltd. Representative: Chiu, Sun-Chien	2021.08.09	3,265,954	0.64%
Vice Chairman	United Glory Co., Ltd. Representative: Chern, Kuo-Jong	2021.08.09
Director	Cotek Pharmaceutical Industry Co., Ltd Representative: Yeh, Nan-Horng	2021.08.09	22,146,604	4.32%
Director	Sonnen Limited Representative: Yeh, Po-Len	2021.08.09	66,000	0.01%
Director	Yen, Kuang-Yu	2021.08.09	23,948	0.00%
Director	Huang, Yung-Fang	2021.08.09	42,205	0.01%
Director	Ni, Shu-Ching	2021.08.09	6,308,389	1.23%
Independent Director	Chen, Fu-Yen	2021.08.09	0	0
Independent Director	Tsai, Tyau-Chang	2021.08.09	0	0
Independent Director	Lo, Chun-Pa	2021.08.09	0	0
Total			31,853,100	6.21%

Total shares issued as of April 1, 2024: 512,863,641 common shares

Note ： The Company’s Directors are required by the law to hold in the aggregate not less than 16,411,636 shares. As of April 1, 2024, the shareholdings of all Directors (not including Independent Directors) were 31,853,100 shares.

AI assistant

RT — AGM Information 2024

52043_rns_2024-06-14_7f701403-f480-4a64-b84d-36062fc4fa3f.pdf

Realtek Semiconductor Corp.

Table of Contents

Realtek Semiconductor Corp.

2024 Annual Shareholders’ Meeting Procedure

Realtek Semiconductor Corp. 2024 Annual Shareholders’ Meeting Agenda

Report Items

1. 2023 Operating Results

2. 2024 Business Plan

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

Audit Committee’s review report

Report 4: To report 2023 cash dividends distribution from retained earnings

Explanation:

Report 6: To report 2023 related party transactions

Ratification Items

Realtek Semiconductor Corporation Distribution of retained earnings 2023

Election Item

Discussion Item

Extraordinary Motions

Adjourmment

Attachment

Opinion

Basis for opinion

Key audit matters

Evaluation of inventories

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

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

Auditor’s responsibilities for the audit of the consolidated financial statements

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Valuation of inventories

Description

How our audit addressed the matter

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

Auditor’s responsibilities for the audit of the parent company only financial statements

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 20223 AND 2022

Attachment 3: List of Director (including Independent Director) Candidates

Appendix

Appendix 1

Realtek Semiconductor Corporation Articles of Incorporation

I. General Provisions

III. Shareholders Meetings

IV. Directors

V. Managers

VI. Accounting

VII. Supplementary Provisions

Appendix 2

Appendix 3

Appendix 4

Shareholding of Directors

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